Eligible Company Equityholders definition

Eligible Company Equityholders means, with respect to a Triggering Event or a Change of Control, each holder, as of immediately prior to the Closing, of a Company Share.
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Eligible Company Equityholders means, with respect to the Triggering Event or a Change of Control, each holder, as of immediately prior to the Effective Time, of (a) a share of Company Common Stock (after taking into account the Conversion), or (b) a Company Option or shares of Company Restricted Stock. The Eligible Company Equityholders with respect to the Triggering Event or a Change of Control shall include the holder of a Company Option or shares of Company Restricted Stock to the extent (i) the Exchanged Option or Exchanged Restricted Stock, as applicable, related to such Company Option or shares of Company Restricted Stock, as applicable, became vested after the Effective Time but prior to the Triggering Event or Change of Control or (ii) the Exchanged Option or Exchanged Restricted Stock, as applicable, related to such Company Option or shares of Company Restricted Stock, as applicable, remained outstanding but unvested as of the Triggering Event or Change of Control. The Eligible Company Equityholders with respect to the Triggering Event or a Change of Control shall not include the holder of a Company Option or shares of Company Restricted Stock, as applicable, to the extent the Exchanged Option or Exchanged Restricted Stock, as applicable, related to such Company Option or shares of Company Restricted Stock, as applicable, was forfeited after the Effective Time but prior to the Triggering Event or Change of Control and, at the time of such forfeiture, the Exchanged Option or Exchanged Restricted Stock, as applicable, was unvested. For purposes of clarity, the Eligible Company Equityholders with respect to the Triggering Event or a Change of Control will include the holder of a Company Option to the extent the Exchanged Option related to such Company Option was forfeited after the Effective Time but prior to the Triggering Event or Change of Control and, at the time of such forfeiture, the Exchanged Option was vested.
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Eligible Company Equityholders means all Persons who hold one or more Company Common Shares immediately prior to the Effective Time (for the avoidance of doubt, including any Company Common Shares issued in connection with the Conversions) provided, however, that in no event shall a holder of Company Common Shares issuable upon the conversion of the Series I Convertible Preferred Stock be deemed to be an Eligible Company Equityholder. For the avoidance of doubt, any Eligible Company Equityholder shall not be required to be employed (or engaged as an independent contractor or service provider) by the SPAC or the Company as of the date upon which any Earnout Shares are issued in accordance with Section 2.10.
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Examples of Eligible Company Equityholders in a sentence

  • If policy affected cities display positive and accelerated trends relative to their control counterparts, then the neoclassical growth model will be supported.

  • Eligible Company Equityholders shall be express third-party beneficiaries of Article 3 and this Section 9.9 (to the extent related to the foregoing).

  • For the avoidance of doubt, the Eligible Company Equityholders (excluding Eligible Company Equityholders in their capacity as holders of Unvested Company Options or Unvested Company RSUs solely to the extent they are eligible to receive Earnout RSU Shares pursuant to Section 4.11(e)) with respect to each Triggering Event shall be entitled to receive Earnout Shares upon the occurrence of such Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all.

  • Notwithstanding anything to the contrary set forth herein, Section 3.04 may not be amended following the Closing in a manner adverse to the Eligible Company Equityholders without the consent in writing of Eligible Company Equityholders that, as of immediately prior to the Company Merger Effective Time (but assuming the Hypothetical Convertible Note Conversion had occurred at such time), held a majority of the then outstanding Company Shares.

  • The Escrow Agent hereby acknowledges receipt of the Contingent Consideration Shares and shall hold the Contingent Consideration Shares as a book-entry position registered in the names of the Contingent Consideration Eligible Company Equityholders in accordance with their respective Contingent Consideration Pro Rata Share and as set forth on Exhibit A attached hereto.

  • On the Closing Date, Cascadia shall issue in the name of the Eligible Company Equityholders, and deposit into the Escrow Account and the Escrow Agreement, the Earn Out Shares.

  • The parties hereto agree that the Eligible Company Equityholders shall be treated as the owner of the Earnout Shares for so long as they are in the Earnout Escrow Account for income Tax purposes, and shall file all Tax Returns consistent with such treatment.

  • When Burton was picked up, he told officers he left the gun involved on a chair in his apartment.Burton was taken into custody and was interviewed by two detectives.


More Definitions of Eligible Company Equityholders

Eligible Company Equityholders means, with respect to a Triggering Event, each holder, as of immediately prior to the Effective Time, of (i) a Company Share, (ii) a Company Option, (iii) a Company RSU, or (iv) a Company Warrant. The Eligible Company Equityholders with respect to a Triggering Event shall include the holder of a Company Option to the extent (a) the Converted Option related to such Company Option was vested upon the Effective Time, (b) the Converted Option related to such Company Option became vested after the Effective Time but prior to such Triggering Event, as applicable, or (c) the Converted Option related to such Company Option remained outstanding but unvested as of such Triggering Event, as applicable. The Eligible Company Equityholders with respect to a Triggering Event shall not include the holder of a Company Option or Company RSU to the extent the Converted Option or Converted RSU related to such Company Option or Company RSU, as applicable, was forfeited after the Effective Time but prior to such Triggering Event, as applicable, regardless of whether, at the time of such forfeiture, the Converted Option or Converted RSU was vested or unvested.
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Eligible Company Equityholders means, with respect to a Triggering Event or a Change of Control, each holder, as of immediately prior to the Acquisition Merger Effective Time, of (a) a share of Company Common Stock (after taking into account the Conversion), or (b) a Company Option or a Company RSU Award, provided that a holder of Management Earnout RSUs shall not be considered an Eligible Company Equityholder in respect of any Company Option or Company RSU Award held by such holder. For the avoidance of doubt, any person who held a Company Option or a Company RSU Award as of the Acquisition Merger Effective Time shall not be required to be employed by the Domesticated SPAC or the Company as of the date of a Triggering Event or a Change of Control, or to be a holder of Exchanged Options or Exchanged RSUs as of the date of a Triggering Event or a Change of Control, in order to be an Eligible Company Equityholder.
Sample 1
Eligible Company Equityholders means, with respect to a Triggering Event or a Change of Control, each holder, as of immediately prior to the Company Merger Effective Time (but assuming the Hypothetical Convertible Note Conversion had occurred at such time), of (i) a Company Share or (ii) a Company Option. The Eligible Company Equityholders with respect to a Triggering Event or a Change of Control shall include the holder of a Company Option to the extent (a) the Exchanged Option related to such Company Option was vested upon the Company Merger Effective Time, (b) the Exchanged Option related to such Company Option became vested after the Company Merger Effective Time but prior to such Triggering Event or Change of Control, as applicable, or (c) the Exchanged Option related to such Company Option remained outstanding but unvested as of such Triggering Event or Change of Control, as applicable. The Eligible Company Equityholders with respect to a Triggering Event or a Change of Control shall not include the holder of a Company Option to the extent the Exchanged Option related to such Company Option was forfeited after the Company Merger Effective Time but prior to such Triggering Event or Change of Control, as applicable, regardless of whether, at the time of such forfeiture, the Exchanged Option was vested or unvested.
Sample 1
Eligible Company Equityholders means, with respect to a Triggering Event or a Change of Control, each holder, as of immediately prior to the Acquisition Merger Effective Time, of (i) a share of Company Common Stock (after taking into account the Conversion) and (ii) a vested Company Option or vested Company RSU Award.
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Related to Eligible Company Equityholders

  • Equityholders has the meaning set forth in the Preamble.

  • Equityholder has the meaning set forth in the Preamble.

  • Company Equity Plans means any stock option, stock incentive, stock purchase or other equity compensation plan, sub-plan or non-plan agreement sponsored or maintained by the Company or any Subsidiary or controlled Affiliate of the Company or to which any such entity is a party.

  • Company Equity Plan means, collectively, (a) the Amended and Restated Cerevel Therapeutics, Inc. 2018 Equity Incentive Plan, (b) the Cerevel Therapeutics, Inc. 2020 Equity Incentive Plan and (c) each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company.

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

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Shareholder Representative has the meaning set forth in the preamble.

  • Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.

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

  • Shareholders’ Representative has the meaning set forth in the Preamble.

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

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

  • Stockholder Representative has the meaning set forth in the preamble.

  • Buyer Benefit Plans has the meaning set forth in Section 6.10(f).

  • Company Equity Awards means the Company Options and the Company RSUs.

  • Minority Group means any of the following racial or ethnic groups:

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Seller Benefit Plans has the meaning set forth in Section 4.8(a).

  • 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).

  • Investment adviser representative means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:

  • Company Shareholders means holders of Company Shares.