Elan Shareholders definition

Elan Shareholders the holders of Elan Shares;
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Elan Shareholders means the holders of Elan Shares and ADSs; 6
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Elan Shareholders means the holders of Elan Shares and ADSs;
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Examples of Elan Shareholders in a sentence

  • The Elan Board unanimously recommends to Elan Shareholders to vote in favour of the Acquisition and the Scheme, as the directors of Elan who are Elan Shareholders intend to do in respect of their own beneficial holdings.

  • Under SEC rules, the Scheme Document cannot be despatched to Elan Shareholders until the Form S-4 is declared effective by the SEC.

  • Should the Takeover Panel grant the derogation, the Scheme Document will be despatched to Elan Shareholders as soon as practicable after the Form S-4 is declared effective.

  • No amendment of this Agreement shall be binding unless the same shall be evidenced in writing duly executed by each of the Parties, except that following approval by the Elan Shareholders or the Bidder Shareholders there shall be no amendment to the provisions hereof which by Law requires further approval by the Elan Shareholders or the Bidder Shareholders without such further approval nor shall there be any amendment or change not permitted under applicable Law.

  • The Acquisition will be taxable, for U.S. federal income tax purposes, to the Elan Shareholders.

  • Under the terms of the Transaction Agreement, which has been unanimously approved by both the Elan Board and the Perrigo Board, Elan Shareholders will receive US$6.25 in cash and 0.07636 New Perrigo Shares for each Elan Share they own upon closing of the Acquisition.

  • The Elan Board has received the opinion of each of Citi, Morgan Stanley and Ondra, dated the date of the Agreement, to the effect that, as of such date, the terms of the Scheme are fair and reasonable to the Elan Shareholders.

  • Elan Parent's shareholders shall have approved the proposal to approve the transactions contemplated by this Agreement and the Related Agreements at the Elan Shareholders Meeting.

  • The Acquisition provides Elan Shareholders with cash consideration as well as the opportunity to benefit from the potential upside value of the new company.

  • Elan will then issue new Elan Shares to New Perrigo in place of the Elan Shares that were cancelled pursuant to the Scheme and New Perrigo will issue the Scheme Consideration for the Acquisition to the former Elan Shareholders.


More Definitions of Elan Shareholders

Elan Shareholders the holders of Elan Ordinary Shares and Elan ADSs; “Elan Shares”, Elan Ordinary Shares and Elan ADSs; “Elan Superior Proposal”, an unsolicited written bona fide Elan Alternative Proposal made by any person that the Elan Board determines in good faith (after consultation with Elan’s financial advisors and outside legal counsel) is (i) likely to be consummated in accordance with its terms, (ii) more favourable from a financial point of view to the Elan Shareholders than the transactions contemplated by this Agreement (taking into account any revisions to the terms of the transactions contemplated by this Agreement proposed by the Bidder in respect of such Elan Alternative Proposal in accordance with Clauses 5.3.5 and/or 5.3.8), and (iii) fully financed, in each case, taking into account the person making the Elan Alternative Proposal and all of the financial, regulatory, legal, and other aspects of such proposal (it being understood that, for purposes of the definition of “Elan Superior Proposal”, references to “25%” and “75%” in the definition of Elan Alternative Proposal shall be deemed to refer to "80%" and "20%" respectively); "Elan's Severance Plan", the Elan Irish Severance Programme and the Elan US Severance Plan; "Employee Share Plans",
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Related to Elan Shareholders

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

  • Company Shareholders means holders of Company Shares.

  • Target Shareholders means the holders of Target Shares;

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • 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).

  • 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.

  • Principal Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.

  • 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).

  • Ordinary Shareholders means the holders of Ordinary Shares;

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean 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 and the sale of the Private Placement Warrants 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.

  • Selling Shareholders has the meaning given to such term in the Preamble to this Agreement;

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

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Preferred Shareholders means the holders of Preferred Shares.

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

  • Company Shareholder means a holder of Company Shares.

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

  • 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.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • 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.

  • 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.