Equityholder Matters definition

Equityholder Matters means any claim by any current, former or purported securityholder of the Company, or any other Person (including, for avoidance of doubt, any of the Persons set forth on Section 2.2(c)(1) or (2) of the Company Disclosure Schedule), asserting, alleging or seeking to assert rights with respect to Company Interests, Company Units or any options, warrants, securities or rights that are convertible into, exercisable for or exchangeable for Company Interests or Company Units, including any claim asserted, based upon or related to (i) the ownership or rights to ownership of any Company Interests, Company Units or any such options, warrants, securities or rights, (ii) any rights of a member or securityholder of the Company, including any rights to Company Interests, Company Units or other securities, antidilution protection, preemptive rights, rights of first offer or first refusal, or rights to notice or to vote and any claim that any formulas, definitions or provisions (or application thereof) related to the payment of the Total Consideration hereunder are incorrect, (iii) any rights under the Organizational Documents, (iv) any claim that such Person’s securities were wrongfully issued or repurchased by the Company, (v) any actual or alleged breach of fiduciary duties by any current or former Managers or officers of the Company, or (vi) any failure of the Schedule 1 to be true and correct in all respects.
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Equityholder Matters means all claims (A) by any holder or alleged holder of Company Securities relating to or arising out of the transactions contemplated hereby, including the allocation of the Total Closing Consideration, or (B) alleging or seeking to assert any right with respect to the Company Securities or any similar rights with respect to any Subsidiary of the Company (together, “Company and Subsidiary Securities”) by any Person who is or who alleges to be a current or former holder of Company and Subsidiary Securities in its capacity as such, including any claim asserted, based upon or related to (1) the ownership or rights to ownership of any Company and Subsidiary Securities, (2) any rights of a security holder or creditor of the Company or any of its Subsidiaries, including any rights to securities, preemptive rights, rights to notice or to vote securities, (3) any rights under the Governing Documents or organizational documents of any of its Subsidiaries and (4) any claim that such Person’s equity securities were wrongfully repurchased by the Company or any of its Subsidiaries;
Sample 1
Equityholder Matters means any claim by any current or former securityholder of Seller, or any other Person, asserting, alleging or seeking to assert rights with respect to (i) ownership or rights to ownership of Seller, (ii) any rights of a stockholder of Seller, including any rights to securities, rights to notice or to vote securities, (iii) any rights under Seller’s organizational documents or applicable law or (iv) any rights under any of the Settlement Agreements.
Sample 1

Examples of Equityholder Matters in a sentence

  • It is understood that if RP shall no longer exist, Buyer's rights to indemnification hereunder shall not be affected and Buyer shall, subject to the terms and conditions hereof, still be entitled to indemnification hereunder from the Escrow and, with respect to the RP Equityholder Matters, the RP Equityholders in the Designated Proportions.

  • To the extent of any Escrow Amount remaining in Escrow, all claims by Buyer for indemnification under this Article XI (other than with respect to RP Equityholder Matters) will be resolved solely by recourse to the Escrow pursuant to the terms of the Escrow Agreement prior to any recourse against RP.


More Definitions of Equityholder Matters

Equityholder Matters means any claim by any current or former securityholder of the Company, or any other Person, asserting, alleging or seeking to assert rights with respect to Company Capital Stock, or Company Options, including any claim asserted, based upon or related to (i) the ownership or rights to ownership of any Company Capital Stock, or Company Options, (ii) any rights of a stockholder of the Company, including any rights to securities, preemptive rights or rights to notice or to vote securities, (iii) any rights under the Charter Documents and (iv) any claim that such Person’s equity securities were wrongfully issued or repurchased by the Company or any Company Subsidiary, except in each case for the right following the Closing and in compliance with the terms of this Agreement of a Company Stockholder to receive such Company Stockholder’s portion of the Acquiror Total Common Shares as provided herein and set forth on the Spreadsheet.
Sample 1
Equityholder Matters means any claim by any current, former or purported securityholder of the Company, or any other Person, asserting, alleging or seeking to assert rights with respect to Company Stock, Company Options, Company Warrants or any other shares of capital stock or options, warrants, securities or rights that are convertible into, exercisable for or exchangeable for Company Stock or other shares of capital stock, including any claim asserted, based upon or related to (i) the ownership or rights to ownership of any shares of capital stock (including Company Stock), options (including Company Options), warrants (including Company Warrants), securities, equity interests or equity-linked rights, instruments, arrangements, understandings or Contracts, (ii) any rights of a securityholder of the Company, including any rights to securities, anti-dilution protection, preemptive rights, rights of first offer or first refusal, or rights to notice or to vote and any claim that any formulas, definitions or provisions related to the payment of the Total Consideration Value or application thereof are incorrect, (iii) any rights under the Charter Documents or indemnification agreement with the Company, (iv) any claim that such Person’s securities were wrongfully issued or repurchased by the Company, (v) any appraisal or dissenters’ rights, including any Dissenting Share Payments, (vi) any claim, whether derivative or otherwise, against any director or officer of the Company relating to actions taken by the Company prior to the Closing (including in connection with the sale of the Company and any actual or alleged breach of fiduciary duties by any current or former directors or officers of the Company), (vii) any failure of the Consideration Spreadsheet to be true and correct in all respects, except in each case for the right following the Closing of a Company Equityholder to receive such Company Equityholder’s portion of the Total Consideration Value in accordance with the terms and conditions hereof, (viii) any claim by a securityholder of the Company who does not execute a Letter of Transmittal, the Stockholder Joinder and Release Agreement, the Optionholder Release Agreement or any other document reasonably required by Acquiror pursuant to Section 1.10(c)(i), as applicable, that such securityholder of the Company is entitled to receive Per Share Cash Consideration, Per Share Stock Consideration, Option Payments or any other payments relating to Company Stock or other equity int...
Sample 1
Equityholder Matters means (a) any Dissenting Share Payments and any Damages relating to, arising out of or in connection with the Dissenting Shares or Dissenting Share Payments, and (b) any other claim by any current or former securityholder of the Company or any other Person (i) relating to, arising out of or in connection with the Merger, this Agreement or the transactions contemplated hereby, including the allocation of the Merger Consideration or (ii) asserting, alleging or seeking to assert rights with respect to Company Securities, including any claim asserted, based upon or related to (A) the ownership or rights to ownership of any Company Securities, (B) any rights of a Shareholder of the Company, including any rights to securities, preemptive rights or rights to notice or to vote securities, (C) any rights under the Company Organizational Documents and (D) any claim that such Person’s equity securities were wrongfully repurchased by the Company, in each case with respect to this clause “(b),” except for the right following the Closing and in compliance with the terms of this Agreement of a Company Stockholder to receive such Shareholder’s portion of the Merger Consideration as provided herein and set forth on the Consideration Spreadsheet.
Sample 1
Equityholder Matters means all claims (A) by any holder or alleged holder of Company Securities relating to or arising out of the transactions contemplated hereby, including the allocation of the Total Closing Consideration, or (B) alleging or seeking to assert any right with respect to the Company Securities or any similar rights with respect to any Subsidiary of the Company (together, “Company and Subsidiary Securities”) by any Person who is or who alleges to be a current or former holder of Company and Subsidiary Securities in its capacity as such, including any claim asserted, based upon or related to (1) the ownership or rights to ownership of any Company and Subsidiary Securities, (2) any rights of a security holder or creditor of the Company or any of its Subsidiaries, including any rights to securities, preemptive rights, rights to notice or to vote securities, (3) any rights under the Governing Documents or organizational documents of any of its Subsidiaries and (4) any claim that such Person’s equity securities were wrongfully repurchased by the Company or any of its Subsidiaries; provided, however, that Equityholder Matters shall not include (x) any claims against Buyer for Buyer’s breach of or failure to comply with its obligations set forth in this Agreement or (y) the Scheduled Matters;
Sample 1
Equityholder Matters means any claim by any current, former or purported Company Securityholder or other securityholder of the Company or any Company Subsidiary, or any other Person, asserting, alleging or seeking to assert rights with respect to or in connection with any Equity Interest, Company KERP Bonus Unit, or Company Board Plan Award, including any claim asserted, based upon or related to (i) the ownership or rights to ownership of any Equity Interests, Company KERP Bonus Unit, or Company Board Plan Award, (ii) any rights of a securityholder of the Company or any Company Subsidiary, including any rights to securities, antidilution protections, preemptive rights, rights of first offer or first refusal or rights to notice or to vote securities of the Company or any Company Subsidiary, (iii) any rights under the Charter Documents or the Subsidiary Charter Documents, or the Company Option Plans, Company KERP or Company Board Plan, (iv) any actual or alleged breaches of fiduciary duty by any current or former directors or officers of the Company or any Company Subsidiary, (v) the Merger or any other transactions contemplated by this Agreement or any Company Related Agreement to which the Company is a party, including any inaccuracy in the Spreadsheet, (vi) any claim that such Person’s securities were wrongfully issued or repurchased by the Company or any Company Subsidiary, or (vii) any Dissenting Share Payments, except, in each case, for the right following the Closing and in compliance with the terms of this Agreement of a Company Securityholder to receive such Person’s portion of the Total Consideration as provided herein and set forth on the Spreadsheet.
Sample 1
Equityholder Matters means any claim by any current, former or purported securityholder of the Company, or any other Person, asserting, alleging or seeking to assert rights with respect to Company Capital Stock, Company Options or Company Warrants or any other options, warrants, securities or rights that are convertible into, exercisable for or exchangeable for Company Capital Stock, including any claim asserted, based upon or related to (i) the ownership or rights to ownership of any Company Capital Stock, Company Options, Company Warrants or any other such options, warrants, securities or rights, (ii) any rights of a securityholder of the Company, including any rights to securities, preemptive rights or rights to notice or to vote securities, (iii) any rights under the Charter Documents, (iv) any allegations of violations of fiduciary duty, or (v) any claim that such Person’s securities were wrongfully issued or repurchased by the Company or any Company Subsidiary, except in each case for the right following the Closing and in compliance with the terms of this Agreement of a Company Stockholder to receive such Company Stockholder’s portion of the Total Consideration as provided herein and set forth on the Spreadsheet.
Sample 1

Related to Equityholder Matters

  • Equityholders has the meaning set forth in the Preamble.

  • Equityholder has the meaning set forth in the Preamble.

  • Securityholders Agreement means the Securityholders Agreement of even date herewith among the Company and certain of its securityholders, as amended from time to time pursuant to its terms.

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

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

  • 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.

  • Tax Matters means all tax matters including criminal tax matters,

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • Disclosure Representative means the Finance Director, or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent.

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

  • criminal tax matters means tax matters involving intentional conduct whether before or after the entry into force of this Agreement which is liable to prosecution under the criminal laws of the requesting Party;

  • Employee Matters Agreement means the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Controlling Persons means the natural persons who exercise control over an Entity. In the case of a trust, such term means the settlor, the trustees, the protector (if any), the beneficiaries or class of beneficiaries, and any other natural person exercising ultimate effective control over the trust, and in the case of a legal arrangement other than a trust, such term means persons in equivalent or similar positions. The term “Controlling Persons” shall be interpreted in a manner consistent with the Financial Action Task Force Recommendations.

  • Shareholders Agreement has the meaning set forth in the recitals.

  • Partnership Tax Audit Rules means Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws.

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

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Parent Representatives has the meaning set forth in Section 5.2(a).