Contributing Holders definition

Contributing Holders means Xxxx X. Xxxxxxx and any other holder of Company Shares or Company Options who enters into an agreement with Parent prior to the Effective Time providing for such holder to acquire shares of capital stock, or options to acquire shares of capital stock, of Parent immediately prior to the Effective Time.
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Contributing Holders means all Company Shareholders (other than the Buyer), holders of Vested Company Options, and holders of Company Warrants, in each case, as of immediately prior to the Closing.
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Contributing Holders shall have the meaning set forth in the Recitals hereto.
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Examples of Contributing Holders in a sentence

  • Each of the Company and the Contributing Holders shall contribute towards a Claimant’s Underwriter Liability by delivering their respective Contribution Amounts to the Claimant within ten (10) New York Business Days following their receipt of evidence of payment of an Underwriter Liability by such Claimant, in accordance with the wire transfer instructions set forth in the corresponding Claim Notice.

  • None of the foregoing agreements requires any material performance or forbearance by the Contributing Holders prior to the Effective Time.

  • A Claimant shall be required to notify the Company and the Contributing Holders promptly of any change in any of the foregoing information.

  • During the period from the date hereof through the Closing Date, the Contributing Holders shall cause JGW, the Partnerships and the General Partners to continue to carry on their businesses in the ordinary course and in accordance with past practice and not to take any action inconsistent therewith or with the consummation of the Closing.

  • Notwithstanding the foregoing, the Contributing Holders shall not be responsible for any portion of any deferred tax liability which may be recorded on the balance sheet of the Corporations or the Company upon termination of the S corporation status.

  • The parties hereto agree that such percentage or amount of such Escrow Property or portion thereof that shall be specified for release to the Payments Administrator for further distribution to any or all of the Contributing Holders (or the 102 Trustee or a U.S. Subsidiary, if applicable) in such written instructions or Order shall be determined and calculated by the Representative such that the amount so distributed to any Contributing Holder is equal to such Contributing Holder’s Pro Rata Share.

  • Immediately upon receipt of the New Refco Units, Holdings hereby agrees to issue to each of the Contributing Holders the number of shares of Holdings Common Stock set forth opposite such Contributing Holder’s name on Schedule 1 attached hereto, free and clear of any and all liens, encumbrances or restrictions of any kind, except as specifically set forth in this Agreement.

  • For the avoidance of any doubt, Escrow Agent is not authorized to, and hereby undertakes not to, release or distribute the Escrow Property (or any portion thereof) directly to any of the Contributing Holders.

  • Each Contributing Holder is acquiring shares of Common Stock for such Contributing Holder's own account, for investment and not with a view to the sale or distribution thereof or with any present intention of selling or distributing any thereof, except in conformity with the Securities Act.

  • By: ---------------------------- Name: Title The Contributing Holders: ------------------------------- Xxxxx X.


More Definitions of Contributing Holders

Contributing Holders means Jeff Webb, John Nichols and any other holder of Company Shares or Company Options who enters into an agreement with Parent prior to the Effective Time providing for such holder to acquire shares, or options to acquire shares, of Parent immediately prior to the Effective Time.
Sample 1
Contributing Holders means Jeff Webb, John Nichols and any other holder of Company Shares or Company Oxxxxxx xxo xxxxxx xxxx an agreement with Parent prior to the Effective Time providing for such holder to acquire shares, or options to acquire shares, of Parent immediately prior to the Effective Time.
Sample 1
Contributing Holders means John Douglas Morton, Thomas T. Hendrickson, David J. Campisi, Gregxxx X. Xxxxxx xxx Xesx X. Xxxxxxxxx xxx xxy xxxxx xxxxxx xx Coxxxx Xxxxxx xx Xxmpany Xxxxxxx xxx xxxxrs into a Contribution and Exchange Agreement or other agreement providing for such holder to (i) acquire shares of capital stock of Parent immediately prior to the Effective Time and/or (ii) agree to amend the terms of a portion of their Company Options effective concurrently with the consummation of the Merger.
Sample 1

Related to Contributing Holders

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Existing Holders shall have the meaning given in the Preamble.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a Registration Statement.

  • Public member means an individual who is not, and never

  • Sponsor Group means the Sponsors and the Sponsor Related Parties.

  • Company Underwriter has the meaning set forth in Section 4(a).

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Underwriter Group shall have the meaning set forth in Section 9.2(b) hereof.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Notes, the Conversion Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversion, amortization and/or redemption of the Notes or exercise of the Warrants.

  • 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.

  • Initial Registrable Securities means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.

  • Unit Holders means all Unit Holders.

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Existing Holder means a Broker-Dealer, or any such other Person that may be permitted by the Trust, that is listed as the holder of record of APS in the Share Books.

  • Electing Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(i) or 3(a)(ii) hereof.