Effective Time Company Stockholder definition

Effective Time Company Stockholder means any holder of Company Capital Stock as of immediately prior to the Effective Time.
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Effective Time Company Stockholder means any Preferred Holder, Majority Common Holder or Minority Common Holder.
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Examples of Effective Time Company Stockholder in a sentence

  • The Stockholder Representative shall cause each Effective Time Company Stockholder to provide the Escrow Agent with an IRS Form W-9 or an original W-8, as applicable, prior to the Closing.

  • Any communication to be made by the Company to any Effective Time Company Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any Effective Time Company Stockholder prior to the Company receiving Parent’s consent.

  • To the extent that any consideration otherwise payable to such Effective Time Company Stockholder is so reduced, such amount shall be treated for all purposes as having been paid to such Effective Time Company Stockholder.

  • As a result, the Series A Cash Consideration Per Share, the Series B Cash Consideration Per Share, the Warrant Cash Consideration Per Share and the Common Cash Consideration Per Share, as the case may be, to which each Effective Time Company Stockholder is entitled to receive pursuant to Section 2.7(d) and Section 2.7(h) shall be reduced by an amount obtained by multiplying (x) such Effective Time Company Stockholder’s Pro Rata Portion by (y) the Escrow Amount, rounded to the nearest cent.

  • This paper investigates strategies for efficient implementation of GASNet’s “AM Long” API that couples an RMA (Remote Memory Access) transfer with an Active Message (AM) delivery.We discuss several network-level protocols for AM Long and propose a new target-side reassembly protocol.

  • Any Effective Time Company Stockholder who shall deliver the items set forth in this Section 1.8(b)(ii) to Parent at or prior to the Closing shall receive the amounts such Effective Time Company Stockholder is entitled to receive hereunder promptly following the Closing Date (but in no event more than three (3) Business Days thereafter).

  • For purposes of calculating the aggregate number of shares of Parent Common Stock issuable to each Effective Time Company Stockholder pursuant to this Section 1.6(b)(i), all shares of Company Series A Preferred Stock that are held by each such Effective Time Company Stockholder shall be aggregated and the number of shares of Parent Common Stock issuable to each such Effective Time Company Stockholder shall be rounded down to the nearest whole share.

  • For purposes of calculating the aggregate amount of cash payable to each Effective Time Company Stockholder pursuant to this Section 1.6(b)(i), all shares of Company Preferred Stock that are held by each such Effective Time Company Stockholder shall be aggregated and the amount of cash payable to each such Effective Time Company Stockholder shall be rounded down to the nearest whole cent.

  • Each of the Effective Time Company Stockholders shall be entitled to exercise all voting rights with respect to his or her Escrow Pro Rata Portion of the Escrow Shares as if such Effective Time Company Stockholder directly held such Escrow Shares.

  • Notwithstanding anything to the contrary contained herein or executed or delivered in connection with the transactions contemplated by this Agreement, any reference in this agreement to any party or other party to this agreement shall include only Parent, Merger Sub and the Company and shall not include and Effective Time Company Stockholder unless specifically stated otherwise.

Related to Effective Time Company Stockholder

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

  • Company Shareholder means a holder of Company Shares.

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

  • Company Shareholders means holders of Company Shares.

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • 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.

  • 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).

  • Major Stockholder means any such Person.

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

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

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

  • 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;

  • 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).

  • Common Stockholders means holders of shares of Common Stock.

  • Target Shareholders means the holders of Target Shares;

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

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

  • 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.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

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

  • 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.

  • 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.

  • 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.

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

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