Former Company Stockholders definition

Former Company Stockholders means the Company Stockholders as of the Effective Time, excluding Convex. “Former Convex Stockholders” means the stockholders of Convex immediately prior to the Convex Merger.
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Former Company Stockholders means the holders of Company Common Stock immediately prior to the Effective Time other than holders of Dissenting Shares and shares of Company Common Stock owned or held by Parent, Merger Sub, the Company or any direct or indirect wholly owned Subsidiary of Parent or the Company.
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Former Company Stockholders means the stockholders of the Company as of immediately prior to the Effective Time.
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Examples of Former Company Stockholders in a sentence

  • In no event shall the Former Company Stockholders be liable for any punitive, special or exemplary damages except to the extent actually payable by a Parent Indemnified Party to a third party.

  • The Escrow Shares shall be beneficially owned by the Company Stockholders and the Escrow Fund shall be available to partially compensate the Buyer pursuant to the indemnification obligations of the Former Company Stockholders.

  • The Former Company Stockholders, Discovery and their respective Affiliates shall treat any and all payments under Sections 2.12 and 5.18 and Articles VI and IX as an adjustment to the purchase price for Tax purposes unless they are required to treat such payments otherwise by applicable Legal Requirements.

  • The Former Company Stockholders shall bear all sales, use, transfer, stamp, duties, recording and similar Taxes that relate to the consummation of the transactions contemplated by this Agreement (the “Company Transaction Taxes”).

  • If for any reason there is no Stockholders’ Representative at any time, all references herein to the Stockholders’ Representative shall be deemed to refer to the Requisite Former Company Stockholders.

  • This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns; provided, however, that the provisions in Article I concerning issuance of the Merger Shares are intended for the benefit of the Former Company Stockholders.

  • The Former Company Stockholders’ Agent shall for all purposes be deemed the sole authorized agent of the Former Company Stockholders until such time as the agency is terminated.

  • The Former Company Stockholders (through the Shareholder Representative) agree to defend, contest or otherwise protect the Buyer Indemnitee against any such suit, action, investigation, claim or proceeding at the sole cost and expense of the Former Company Stockholders.

  • All dividends paid on Escrow Shares (excluding any shares of Parent Capital Stock paid in connection with a stock split or stock dividend) will be distributed currently to each of the exchanging Former Company Stockholders, and all voting rights of the Escrow Shares will be exercisable by or on behalf of each such Former Company Stockholder.

  • The Buyer Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Buyer Indemnitee’s choice and shall in any event cooperate with and assist the Former Company Stockholders to the extent reasonably possible.


More Definitions of Former Company Stockholders

Former Company Stockholders means the Company Stockholders as of the Effective Time, excluding Convex.
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Former Company Stockholders means the holders of shares of Company Common Stock immediately prior to the Effective Time and all Optionholders and Warrantholders set forth on Exhibit B hereto (as such Exhibit shall be updated immediately prior to the Effective Time).
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Related to Former Company Stockholders

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

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

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

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • Common Stockholders means holders of shares of Common Stock.

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

  • Dissenting Shareholders has the meaning set forth in Section 2.06.

  • Company Shareholder means any holder of any Company Shares.

  • 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.

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Common Shareholders means the holders of the Common Shares.

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

  • 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.

  • Dissenting Shareholder means a registered Company Shareholder who has duly and validly exercised its Dissent Rights in accordance with the YBCA and the terms of the Interim Order and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder in accordance with the YBCA and the terms of the Interim Order;

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

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

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

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

  • 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;

  • Company Shares has the meaning set forth in the Recitals.

  • 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).

  • Dissenting Stockholder has the meaning set forth in Section 2.7.

  • Target Shareholders means the holders of Target Shares;

  • 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).

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).