Electing Stockholders definition

Electing Stockholders means the stockholders of Buyer holding Buyer Issued Securities who have, in connection with the Contemplated Transactions, elected to redeem their Buyer Issued Securities on the terms and subject to the conditions set forth in the Buyer’s Organizational Documents.
Sample 1Sample 2Sample 3
Electing Stockholders has the meaning set forth in Section 4(a)(ii).
Sample 1
Electing Stockholders has the meaning set forth in Section 11.2.
Sample 1

Examples of Electing Stockholders in a sentence

  • At such closing, the Proposed Transferee(s) or Electing Stockholders, as the case may be, shall deliver to the Transferor and, if applicable, each Tag Along Electing Stockholder a wire transfer or a certified check in the entire amount of the applicable purchase price against delivery of instrument(s) evidencing the Company Securities, in each case duly endorsed for Transfer to, such third party transferee(s) or Electing Stockholders, as the case may be.

  • The Transferor shall not Transfer any of its Company Securities to any prospective transferee(s) if such prospective transferee(s) decline(s) to allow the participation of such Tag Along Electing Stockholders in accordance with this Section 3.03.

  • If any Tag Along Electing Stockholder elects to exercise its right to participate in a Transfer pursuant to this Section 3.03, the Transferor shall use reasonable efforts to obtain the agreement of the Proposed Transferee to the participation of such Tag Along Electing Stockholder(s) in the contemplated Transfer.

  • Any election in any instance by the Company or any Stockholder entitled to be Electing Stockholders not to exercise its rights under this clause (b) shall not constitute a waiver of such rights with respect to any other actual or proposed Transfer of Securities.

  • Prior to the Closing, none of the funds held in the Trust Account may be released, other than to the Electing Stockholders.

  • There are no separate Contracts, side letters, or other arrangements or understandings (express or implied) that would cause the description of the Trust Agreement set forth in the Buyer Reports to be inaccurate or that would entitle any Person (other than the Electing Stockholders) to any portion of the proceeds in the Trust Account.

  • If the Stockholder sending an Option Notice is (i) Occidental or a Class II Stockholder, then GEI and the HPA Group shall be entitled to be Electing Stockholders; or (ii) a member of the HPA Group, then GEI and the other members of the HPA Group shall be entitled to be Electing Stockholders.

  • The right to purchase the remaining Call Securities shall be allocated to the Call Securities Electing Stockholders pro rata (based on the number of Shares each Call Securities Electing Stockholder (together with their Permitted Transferees) owns in relation to the total number of Shares owned by all of the Call Securities Electing Stockholders).

  • Within five (5) days of the Assignment Notice, those Stockholders who intend to purchase the Offered Shares pursuant to this Section 2.1(c) (the "Offered Shares Electing Stockholders") shall notify the Company in writing of such intention, indicating the number of Offered Shares (including over-allotments, if any) they intend to purchase.

  • The closing of the sale of Shares by any Electing Stockholders to the Third Party Offeror will take place at the same time and at the same place as the purchase and sale of the Selling Stockholders’ Shares to the Third Party Offeror.


More Definitions of Electing Stockholders

Electing Stockholders has the meaning specified in Section 2.1(b).
Sample 1
Electing Stockholders means (i) those Eligible Stockholders who elect to receive a portion of their merger consideration in shares of Raven Common Stock and deliver to Raven on or before the third Business Day prior to the Closing Date a completed and signed Investor Certification and a completed and signed Stock Election, and (ii) the Majority Stockholders.
Sample 1
Electing Stockholders has the meaning specified in Section 2.2.
Sample 1

Related to Electing Stockholders

  • 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.

  • 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.

  • 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.

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

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

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • 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).

  • Common Stockholders means holders of shares of Common Stock.

  • 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.

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

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

  • 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).

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

  • 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.

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

  • Company Shareholders means holders of Company Shares.

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

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

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

  • Preferred Shareholders means the holders of Preferred Shares.

  • 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).

  • 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.

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

  • Parent Stockholders means the holders of Parent Common Stock.

  • 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).

  • Ordinary Shareholders means the holders of Ordinary Shares;