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 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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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.

  • 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.

  • On or prior to the date hereof, the Elan Board has determined that the transactions contemplated by this Agreement are fair to and in the best interests of Elan and the Elan Shareholders and has adopted a resolution to make, subject to Clause 5.3 and to the obligations of the Elan Board under the Takeover Rules, the Scheme Recommendation.

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

  • 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.

  • 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.

  • The Scheme Document will be despatched to Elan Shareholders and, for information only, to holders of Elan Options and Elan Share Awards under the Employee Share Plans, in due course.

  • Barclays, financial adviser to Perrigo, is satisfied that sufficient resources are available to satisfy in full the Cash Consideration payable to Elan Shareholders under the terms of the Acquisition.

  • The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Elan Extraordinary General Meeting, the expected timetable and further information relating to the New Perrigo Shares and will specify the necessary action to be taken by Elan Shareholders.


More Definitions of Elan Shareholders

Elan Shareholders means the holders of Elan Shares and ADSs;
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Related to Elan Shareholders

  • Common Shareholders means the holders of the Common Shares.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • 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 holders of Scheme Shares;

  • Independent Shareholders means holders of Voting Shares, other than:

  • Existing Shareholders has the meaning set forth in the preamble.

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

  • 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 holders of Ordinary Shares;

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • 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 sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

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

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • Preferred Shareholders means the holders of Preferred Shares.

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

  • Company Shareholder means any holder of any 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.