Effective Time Company Shareholder definition

Effective Time Company Shareholder means a Person who is a Company Shareholder (other than an Excluded Company Shareholder) immediately prior to the Effective Time.
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Effective Time Company Shareholder has the meaning specified in Section 1.1 of the Plan of Arrangement.
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Examples of Effective Time Company Shareholder in a sentence

  • Each Effective Time Company Shareholder waives, and acknowledges and agrees that he, she or it shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he, she or it may become subject under or in connection with this Agreement.

  • To the extent that amounts are so withheld by the Surviving Corporation, Parent Americas or the Paying Agent, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Effective Time Company Shareholder or the holder of Stock Options, as the case may be, in respect to which such deduction and withholding was made by the Surviving Corporation, Parent Americas or the Paying Agent, as the case may be.

  • Each Effective Time Company Shareholder and each holder of a Stock Option entitled to receive the Per Share Merger Consideration shall be deemed to be contributing its respective All-Inclusive Pro Rata Percentage of the Adjustment Escrow Fund as specified in the Allocation Certificate and, for the avoidance of doubt, Parent Americas (as the owner of Excluded Shares) shall not contribute any portion of the Adjustment Escrow Fund.

  • Each Effective Time Company Shareholder and each holder of a Stock Option entitled to receive the Per Share Merger Consideration shall be deemed to be contributing its respective All-Inclusive Pro Rata Percentage of the Expense Fund as specified in the Allocation Certificate and, for the avoidance of doubt, Parent Americas (as the owner of Excluded Shares) shall not contribute any portion of the Expense Fund or have any rights or claims with respect thereto.

  • Magma or Magma’s agent shall be entitled to deduct and withhold from the Initial Stock Consideration, the Contingent Consideration or other payment otherwise payable pursuant to this Agreement to any Effective Time Company Shareholder or Company Optionholder, the amounts required to be deducted and withheld under the Code, or any provision of foreign, state, local or foreign tax law, with respect to the making of such payment.

  • Table of Contents Until the expiration of the applicable Claims Period, no delay on the part of Magma in giving the Representative a Notice of Claim shall relieve the Representative or any Effective Time Company Shareholder from any of its obligations under this Article IX unless (and then only to the extent that) the Representative or the Effective Time Company Shareholders are materially prejudiced thereby.

  • Any rights with respect to Loss Payments which any of the Effective Time Company Shareholder or the Shareholder Representative may, by operation of law or otherwise, have against the Surviving Corporation or any such Person shall, effective at the time of the Closing, be deemed to be hereby expressly and knowingly waived.

  • Either the Company or each Effective Time Company Shareholder shall deliver to Parent and Parent Americas at or prior to the Closing a certificate, in form and substance reasonably satisfactory to Parent and Parent Americas and consistent with applicable Treasury Regulations certifying that no withholding of Tax pursuant to Section 1445 of the Code is required to be made by Parent or Parent Americas.

  • To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Effective Time Company Shareholder or Company Optionholder in respect of whom such deduction and withholding was made.

Related to Effective Time Company Shareholder

  • Company Shareholder means a holder of Company Shares.

  • Company Shareholders means holders of Company Shares.

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

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

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

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

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

  • Target Shareholders means the holders of Target Shares;

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Dissenting Shareholder means any Company Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;

  • Company Shares means the common shares in the capital of the Company;

  • Ordinary Shareholder means a holder of ordinary shares;

  • Parent Stockholders means the holders of Parent Common Stock.

  • 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.

  • 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.

  • Soliciting Shareholder means, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Effective Time has the meaning set forth in Section 2.2.

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

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Major Stockholder means any such Person.