Dragged Stockholders definition

Dragged Stockholders has the meaning ascribed to such term in Section 7(a).
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Dragged Stockholders means, collectively, with respect to any Drag-Along Sale, all of the Stockholders to whom a Drag-Along Notice with respect to such Drag-Along Sale is given pursuant to Section 5.1(a).
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Dragged Stockholders has the meaning set forth in Section 3.4.3(a).
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Examples of Dragged Stockholders in a sentence

  • In addition, no Dragged Stockholders shall exercise any rights of appraisal or dissenters rights that such Dragged Stockholder may have (whether under applicable law or otherwise) or could potentially have or acquire in connection with any Drag-Along Sale or any proposal that is necessary or desirable to consummate the Drag-Along Sale.

  • The Company shall provide Buyer with drafts of all documents to be distributed to the Company Dragged Stockholders in connection with obtaining SPA Joinders therefrom for review prior to their distribution, and will in good faith take into account any reasonable comments provided by Buyer for incorporation into such documents.

  • The terms and conditions of such Drag-Along Transaction applicable to the Dragged Stockholders shall be the same as those upon which the Exiting Stockholder sells its Equity Securities in the Drag-Along Transaction.

  • Notwithstanding the foregoing, the Dragged Stockholders shall not be required to bear any costs and expenses of such Drag-Along incurred by the Permira Sellers (it being understood that such expenses may be paid for by the Company).

  • Prior to making any Drag-Along Sale, the Dragging Stockholder, if they determine that the Dragged Stockholders should participate in such Transfer, shall provide each such Dragged Stockholder with written notice (the “Drag-Along Notice”) not less than 10 business days prior to the proposed date of the Drag-Along Sale (the “Drag-Along Sale Date”).

  • Any indemnification provided by the Dragged Stockholders in connection with the Drag-Along Transaction will be on a several and not a joint basis (other than to the extent secured by an escrow fund or other similar mechanism).

  • Dragged Stockholders shall receive the same amount of consideration per Share that is being paid to the Investor in connection with the Sale of the Company and shall otherwise participate on the same terms and conditions as the Investor (in each case, subject to any differences between the Series A Preferred and the New Common Stock to take into account any liquidation value).

  • All Dragged Stockholders shall, to the extent permitted by applicable law, waive any dissenters’ or appraisal rights to which they may be entitled under Section 262 of the Delaware General Corporation Law (or any successor provision thereto) or any other applicable law or contract with respect to the Drag-Along Transaction.

  • No Dragged Stockholder shall be liable for any indemnification, or be required to participate in any escrow arrangement, relating to the Sale of the Company in excess of the amount of proceeds payable to such Dragged Stockholder in connection with such Sale of the Company (or in an amount that is disproportionate to the Investor or the other Dragged Stockholders, other than with respect to representations, warranties or covenants that are individual to such Dragged Stockholder).

  • The Drag-Along Notice shall set forth (i) the name of the Proposed Purchaser, (ii) the proposed amount and form of consideration to be paid per share of Common Stock and the material terms and conditions of the Transfer and (iii) the Drag-Along Sale Date and the date upon which the Dragged Stockholders shall deliver to the Dragging Stockholders the certificates representing the shares of Common Stock owned by such Dragged Stockholders, duly endorsed, and the limited power of attorney referred to below.


More Definitions of Dragged Stockholders

Dragged Stockholders has the meaning set forth in Section 5(a).
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Related to Dragged Stockholders

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

  • 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.

  • 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.

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Common Stockholders means holders of shares of Common Stock.

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

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

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

  • 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.

  • Company Shareholders means holders of Company Shares.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Public Stockholders means 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 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).

  • 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.

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • Preferred Shareholders means the holders of Preferred Shares.

  • Major Stockholder means any such Person.

  • 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.

  • 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).

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • 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).