Converting Holders definition

Converting Holders means Company Stockholders (other than those Company Stockholders all of whose shares of Company Capital Stock constitute Dissenting Shares) as of immediately prior to the Effective Time.

Converting Holders means the Company Members as of immediately prior to the Effective Time.

Converting Holders has the meaning set forth in Section 18.8(b).

Examples of Converting Holders in a sentence

• The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares.

• No delay in providing such Claim Certificate within the applicable Claims Period shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Stockholders’ Agent or the Converting Holders are materially prejudiced thereby.

• The fees and expenses of any such independent public accountant or independent appraiser shall be borne one half by the Converting Holders (among the Converting Holders, pro rata according to the number of shares for which Conversion Rights are being exercised) and one half by the Company.

• Acquirer, the Stockholders’ Agent and the Converting Holders agree to treat (and cause their respective Affiliates to treat) any payment received by the Indemnified Persons pursuant to this Article VIII as adjustments to the Merger Consideration for all Tax purposes to the maximum extent permitted by Applicable Law.

• Any such extension or waiver shall be valid only if set forth in an instrument in writing that is (I) prior to the Closing with respect to the Company and/or the Company Securityholders, signed by the Company, (II) after the Closing with respect to the Converting Holders and/or the Stockholders’ Agent, signed by the Stockholders’ Agent and (III) with respect to Acquirer and/or Merger Sub, signed by Acquirer.

More Definitions of Converting Holders

Converting Holders means (i) Company Stockholders (other than those Company Stockholders all of whose shares of Company Capital Stock constitute Dissenting Shares), (ii) Company Optionholders holding Vested In the Money Options, and (iii) Promised Optionholders, in each case as of immediately prior to the Effective Time.

Converting Holders means (i) Jiff Stockholders (other than those Jiff Stockholders all of whose shares of Jiff Capital Stock constitute Dissenting Shares), in each case as of immediately prior to the Effective Time.

Converting Holders means Company Securityholders (other than those Company Stockholders all of whose shares of Company Capital Stock constitute Dissenting Shares).

Converting Holders means Company Stockholders holding Company Series C Stock (other than those Company Stockholders all of whose shares of Company Capital Stock constitute Dissenting Shares).

Converting Holders means Sense stockholders (other than those Sense stockholders all of whose shares of Sense Capital Stock constitute Dissenting Shares) as of immediately prior to the Effective Time.

Converting Holders means holders of Company Series A Stock (other than those holders of Company Series A Stock all of whose shares of Company Series A Stock constitute Dissenting Shares) as of immediately prior to the Effective Time.

Converting Holders means, collectively, the Parent Converting Holders and the Company Converting Holders.