Equityholder Claim definition

Equityholder Claim shall have the meaning ascribed to such term in Section 2.06.
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Equityholder Claim means: (i) any claim or right to receive any number of Company Shares other than the number of Company Shares set forth opposite his, her or its name in the Consideration Allocation Certificate (subject to any changes contemplated in this Agreement, so as to create the Consideration Allocation Certificate); (ii) any claim or right to receive any portion of the Aggregate Consideration or any other form, amount or value of consideration, payable or issuable to any Equityholder pursuant to the terms of this Agreement, other than as specifically set forth in the Consideration Allocation Certificate and applicable to such Selling Shareholder; or (iii) any claim with respect to the authority to enter into the Transactions and the enforceability of the Transactions.
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Equityholder Claim means: (i) any claim or right to receive any Company Equitysecurities, other than the Company Equitysecurities set forth opposite his, her or its name in the Preliminary Payment Spreadsheet; (ii) any claim or right to receive any portion of the Aggregate Merger Consideration, other than as specifically set forth in the Final Payment Spreadsheet and applicable to such Executing Stockholder; or (iii) any claim with respect to the authority to enter into the transactions and the enforceability of the transactions contemplated hereby.
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Examples of Equityholder Claim in a sentence

  • Each Selling Shareholder, on behalf of each of its Releasing Parties, further covenants and agrees that such Releasing Party has not heretofore sold, transferred, hypothecated, conveyed or assigned, and shall not hereafter sue any Released Party upon, any Equityholder Claim released under this Section 2.04(b).

  • Each Selling Shareholder, on behalf of each of its Releasing Parties, further covenants and agrees that such Releasing Party has not heretofore sold, transferred, hypothecated, conveyed or assigned, and shall not hereafter sue any Released Party upon, any Equityholder Claim released under this Section 2.06.


More Definitions of Equityholder Claim

Equityholder Claim means: (i) any claim or right to receive any Company Shares other than the Company Shares set forth opposite his, her or its name in the Estimated Consideration Allocation Chart (other than as a result of an exercise of any Company Warrant outstanding as of immediately prior to the Closing by any Executing Shareholder who is a Company Warrantholder); (ii) any claim or right to receive any portion of the Cash Consideration, Consideration Shares or any other form, amount or value of consideration payable or issuable to any Equityholder pursuant to the terms of this Agreement, other than as specifically set forth in the Consideration Allocation Certificate (subject to any changes contemplated in this Agreement – e.g. as a result of changes in the Company Cash, Company Debt, the vesting of any Unvested Company Option or the exercise of any Company Warrant outstanding as of immediately prior to the Closing by any Company Warrantholder) and applicable to such Executing Shareholder; or (iii) any claim with respect to the authority to enter into the Transactions and the enforceability of the Transactions.
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Equityholder Claim means any claim by any current, former or purported member of the Company asserting or alleging rights with respect to equity interests of the Company or rights that are convertible into, exercisable for or exchangeable for equity interests of the Company, including (i) any claim related to ownership of equity interests, (ii) any claim by any Seller alleging that the Sellers’ Representative has failed to correctly make any payment to any Seller under this Agreement and (iii) any claim relating to any alleged failure of any of the information set forth on Schedule 1.1 (including the Pro Rata Percentages) to be true and correct in all respects or to be binding on the Sellers; provided that “Equityholder Claims” shall not include the obligation following the Closing of Buyer to pay the consideration in accordance with this Agreement in respect of the Purchased Units.
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Equityholder Claim has the meaning set forth in ‎Section 3.1(i) of this Agreement.
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Related to Equityholder Claim

  • Equityholder has the meaning set forth in the Preamble.

  • Equityholders has the meaning set forth in the Preamble.

  • Noteholder Claims means all Obligations in respect of the Notes or arising under the Noteholder Documents or any of them, including all fees and expenses of the Trustee thereunder.

  • Holder Representative has the meaning specified in Section 11.1.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

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

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Initial Additional First Lien Obligations means the [Obligations] as such term is defined in the Initial Additional First-Lien Security Agreement.

  • Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.

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

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

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

  • Shareholder Debt means any shareholder loan made to the Issuer as debtor, if such loan:

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Holder Group means the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. Anything herein to the contrary, any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Senior Class Debt Representative has the meaning assigned to such term in Section 8.09.

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

  • IPR Claim means any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPR, used to provide the Services or as otherwise provided and/or licensed by the Supplier (or to which the Supplier has provided access) to the Authority in the fulfilment of its obligations under this Framework Agreement;

  • Company Indebtedness means all Indebtedness of the Acquired Company and the Acquired Subsidiaries, including (with respect to calculations at or as of the Closing Date) the amount of any prepayment penalty or premium for redemption or repayment thereof on the Closing Date, all calculated in accordance with the Accounting Principles.

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Subordinated Shareholder Funding means, collectively, any funds provided to the Issuer by any Parent, any Affiliate of any Parent or any Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by any of the foregoing Persons, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, that such Subordinated Shareholder Funding:

  • Partnership Representative has the meaning set forth in Section 5.2(a).

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