Former Target Shareholder definition

Former Target Shareholder means a Person who is a registered holder of Target Shares as shown on the share register of Target Shares immediately prior to the Effective Time;
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Former Target Shareholder means, at and following the Effective Time, the holders of Target Shares immediately prior to the Effective Time including, for greater certainty, recipient holders of Option Consideration pursuant to Section 3.01(a)(i);
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Examples of Former Target Shareholder in a sentence

  • Such shares shall be held in escrow on behalf of the persons who are the holders of Target Common Stock or Target Preferred Stock in the Merger immediately prior to the Effective Time (the "FORMER TARGET SHAREHOLDERS"), in accordance with the portion of Total Consideration Shares allocable to each such Former Target Shareholder based upon the Exchange Ratios ("PRO RATA PORTION").

  • Acquiror and the Depositary shall be entitled to deduct and withhold from all dividends or other distributions otherwise payable to any Former Target Shareholder such amounts as Acquiror or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended.

  • Such shares (collectively, the "Escrow Shares") shall be held and applied pursuant to the provisions of an escrow agreement (the "Escrow Agreement") to be executed pursuant to Section 7.6. All calculations to determine the number of Escrow Shares to be delivered by each Former Target Shareholder into escrow as aforesaid shall be rounded down to the nearest whole share.

  • The number of Acquiror Shares to be issued to Former Target Shareholders shall be rounded up to the nearest whole Acquiror Share in the event that a Former Target Shareholder is entitled to a fractional share representing 0.5 or more of a Acquiror Share and shall be rounded down to the nearest whole Acquiror Share in the event that a Former Target Shareholder is entitled to a fractional share representing less than 0.5 of a Acquiror Share.

  • Escrow Cash shall be held in the Escrow Fund on behalf of each Former Target Shareholder who has made such an election subject to the provisions of this Article X and the Escrow Agreement.

  • To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Former Target Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

  • Such shares shall be held in escrow on behalf of the persons who are the holders of Target Common Stock immediately prior to the Effective Time (the "Former Target Shareholders"), in accordance with the portion of Total Consideration Shares allocable to each such Former Target Shareholder based upon the Exchange Ratio ("Pro Rata Portion").

  • All decisions and actions by the Shareholders Representative, including the defense or settlement of any dispute related to any Holder Earnout Amount or Employee Earnout Amount or any claim for indemnification by any Acquiror Indemnified Party pursuant to this Article VIII, shall be binding upon all of the Former Target Shareholders, and no Former Target Shareholder shall have the right to object, dissent, protest or otherwise contest the same.

  • Nothing in this Agreement shall limit the liability (i) of Target or Acquiror for any breach of any representation, warranty or covenant if the Merger does not close, or (ii) of any Former Target Shareholder in connection with any breach by such shareholder of the Stockholders Agreement, Irrevocable Proxy or tax representation certificate(s) delivered in connection with the tax opinions to be rendered pursuant to Section 6.1(d).

Related to Former Target Shareholder

  • Company Shareholder means a holder of Company Shares.

  • Target Shareholders means the holders of Target Shares;

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

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

  • Target Shares means all the issued and unconditionally allotted share capital in the Target and any further shares in the capital of the Target which may be issued or unconditionally allotted pursuant to the exercise of any outstanding subscription or conversion rights or otherwise together with all related rights.

  • 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).

  • 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.

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • Company Shareholders means holders of Company Shares.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

  • 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).

  • 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.

  • 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.

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • Shareholder means a person who owns shares in the company and is actively involved in the management of the enterprise or business and exercises control over the enterprise.

  • Ordinary Shareholder means a holder of ordinary shares;

  • Controlling Shareholder means any shareholder owning more than fifty

  • Major Shareholder means a shareholder who directly or indirectly holds 10% or more of the voting rights.

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

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

  • Target Share means any share of the Common Stock, par value $.01 per share, of the Target.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • 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.

  • Major Stockholder means any such Person.

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.