Former Stockholder definition

Former Stockholder means those Persons who held shares of outstanding Company Capital Stock immediately prior to the Effective Time (other than any holder of outstanding Company Warrants and Company Options immediately prior to the Effective Time). For the avoidance of doubt, the Former Stockholders shall include all Loan Note Holders after the UK Sub Conversion.
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Former Stockholder has the meaning set forth in Section 7.1(a).
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Former Stockholder means Xxx Xxxx.
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Examples of Former Stockholder in a sentence

  • Xxxxx, as escrow agent, has been terminated and all Obligations (as defined therein) have been satisfied so that, among other things, the Former Stockholder no longer has a right of first refusal pursuant to Section 6.13 therein.

  • As promptly as practicable following receipt by the Paying Agent of the aggregate Pro Rata Portions of the Former Stockholders of a Contingent Payment, if any, pursuant to Section 9.1(a), the Paying Agent shall pay to each Former Stockholder, by wire transfer of immediately available funds (or by check, as reasonably directed by such person), such person’s Pro Rata Portion of such Contingent Payment.

  • To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts (a) shall be remitted by Parent or the Paying Agent to the applicable Governmental Entity and (b) shall be treated for all purposes of this Agreement as having been paid to such Former Stockholder, former holder of a Company Warrant or former holder of a Company Option or Unit.

  • Parent shall have no obligation to any Former Stockholder in respect of such person’s Pro Rata Portion of any Contingent Payment other than the obligation to make payments to the Paying Agent specified in Section 9.1(a) and upon payment by Parent to the Paying Agent of such amounts, all of Parent’s obligations with respect thereto shall be satisfied and discharged in full.

  • Parent or the Paying Agent shall be entitled to deduct and withhold from any portion of any payment payable pursuant to this Agreement to any Former Stockholder, former holder of a Company Warrant or former holder of a Company Option or Unit such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign Tax Law.

  • Each Former Stockholder shall look only to the Paying Agent to receive such person’s Pro Rata Portion of any Contingent Payment pursuant to Section 9.1(a).

  • Each Former Stockholder shall be responsible to pay his, her or its Pro Rata Share of such Losses.

  • From and after the Effective Time, a decision, act, consent or instruction of the Stockholders’ Agent shall constitute a decision of all Former Stockholders and shall be final, binding and conclusive upon each Former Stockholder, and the Escrow Agent and Acquiror may rely upon any decision, act, consent or instruction of the Stockholders’ Agent as being the decision, act, consent or instruction of each Former Stockholder.

  • The method of delivery of stock certificates and all other required documents is at the election and risk of the Former Stockholder, but if delivery is by mail, registered mail with return receipt requested, properly insured, is suggested.

  • The death, incapacity, dissolution or other termination of existence, of any Former Stockholder shall not terminate or limit the authority and agency of the Representative.


More Definitions of Former Stockholder

Former Stockholder means a stockholder who sold Repurchased Shares to the Company before the Effective Time in accordance with the Exit Agreement.
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Former Stockholder means Xxxxxxx X. Xxxxxxxx, XX, an individual residing in Allegheny County, Pennsylvania who owned the Company Stock until January 1, 1996 and who is the settlor and a beneficiary of the Stockholder.
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Related to Former Stockholder

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

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • 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.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Company Shareholder means a holder of Company Shares.

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

  • Major Stockholder means any such Person.

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • Common Stockholders means holders of shares of Common Stock.

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • Management Stockholder shall have the meaning set forth in the introductory paragraph.

  • 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).

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

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

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Significant Stockholder means Allied Irish Banks, p.l.c., a limited liability company incorporated under the laws of Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any successor thereto.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Stockholder means, with respect to any Person, each holder of Stock of such Person.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.