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 Company Common Stockholders as of immediately prior to the Effective Time.
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Examples of Former Company Stockholders in a sentence

  • 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”).

  • 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 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.

  • Parent agrees to defend, contest or otherwise protect the Former Company Stockholders against any such suit, action, investigation, claim or proceeding at its sole cost and expense.

  • As a water supply source, reclaimed water could be used in the manufacturing process or for cooling purposes.

  • 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 (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.

  • A “Final Determination” with respect to any claim for indemnification hereunder shall exist when (i) the parties in interest with respect to such claim (in case of the Former Company Stockholders, the Shareholder Representative) shall have reached an agreement in writing with respect to such claim or (ii) a court of competent jurisdiction shall have entered a final non-appealable order or judgment with respect to such claim.

  • The Shareholder Representative shall promptly, and in any event within 10 Business Days, provide written notice to the Former Company Stockholders of any action taken on behalf of them by the Shareholder Representative pursuant to the authority delegated to the Shareholder Representative under this Article X.

  • 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.


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 holders of Company Shares.

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

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

  • 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 any Company Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;

  • 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 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.

  • 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 means the common shares in the capital of the Company;

  • 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).