Codemasters Shareholders definition

Codemasters Shareholders means holders of Codemasters Shares from time to time;
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Codemasters Shareholders means holders of Codemasters Shares from time to time; “Codemasters Shares” means the ordinary shares of £0.01 each in the capital of Codemasters; “Companies Act” means the Companies Act 2006;
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Examples of Codemasters Shareholders in a sentence

  • If Take-Two exercises this right or makes such a reduction in respect of a dividend or other distribution, Codemasters Shareholders will be entitled to receive and retain that dividend or other distribution.

  • The Scheme will require the approval of Codemasters Shareholders and the sanction of the High Court of Justice of England and Wales (the "Court").The Court hearing to sanction the Scheme is expected to take place at on 16 February 2021 ("Court Sanction") and the Scheme is expected to take effect on 18 February 2021 (the "Effective Date"), which is when the Acquisition will complete.

  • UBS, as financial adviser to EA and Bidco, is satisfied that cash resources available to Bidco are sufficient to enable it to satisfy in full the cash consideration payable to Codemasters Shareholders under the terms of the Acquisition.

  • Under the terms of the Acquisition, Codemasters Shareholders will be entitled to receive: The terms of the Acquisition value Codemasters’ entire issued and to be issued share capital at approximately £945 million (US$1,248 million) on a fully diluted basis.

  • EA will finance the cash consideration payable to Codemasters Shareholders pursuant to the Acquisition from existing cash and cash equivalent resources on its balance sheet.

  • If Bidco exercises this right to make such a reduction in respect of a dividend or distribution, Codemasters Shareholders will be entitled to receive and retain that dividend or other distribution.

  • As set out in further detail in the Announcement, if on or after the date of the Announcement any dividend or other distribution is declared, paid or made or becomes payable by Codemasters, Bidco reserves the right to reduce the Offer Price by the aggregate amount of such dividend or distribution, in which case the relevant eligible Codemasters Shareholders will be entitled to receive and retain such dividend and/or distribution.

  • If you exercise after the Scheme Record Time but before the Effective Date, your Option Shares will be automatically acquired by Bidco pursuant to the amended articles of association to be approved by Codemasters Shareholders as part of the Scheme.

  • Please be aware that addresses, electronic addresses and certain information provided by Codemasters Shareholders and other relevant persons for the receipt of communications from Codemasters may be provided to Take-Two during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

  • The Codemasters Directors remain confident that Codemasters’ existing strategy would deliver significant value for Codemasters Shareholders as an independent company as it continues to successfully execute its strategy of growing and enhancing a market leading position in the racing category of the gaming sector.

Related to Codemasters Shareholders

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Company Shareholders means holders of Company Shares.

  • Target Shareholders means the holders of Target Shares;

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Principal Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Locked-Up Shareholders means the Persons who are party to the Lock-Up Agreements.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.