Former Target Shareholders definition

Former Target Shareholders means the holders of Target Shares immediately prior to the Effective Time;
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Former Target Shareholders means the registered holders of Target Shares immediately prior to the Effective Time;
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Examples of Former Target Shareholders in a sentence

  • Notices or communications to or from the Shareholders' Agents shall constitute notice to or from each of the Former Target Shareholders.

  • For greater certainty, if Target takes any of the actions referred to above, the aggregate consideration to be paid by Acquiror shall be decreased by an equivalent amount, and if Acquiror takes any of such actions, the aggregate cash consideration to be paid by Acquiror to Former Target Shareholders shall be increased by an equivalent amount.

  • Acquiror, Target and Sub acknowledge and agree, and the Former Target Shareholders, by their approval of this Agreement, agree that notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, such indemnification under this Article X shall be the sole and exclusive remedy for any such claim of breach by Target, except for Damages based upon a claim of fraud.

  • In the event Acquiror becomes aware of a third- ------ party claim which Acquiror believes may result in a demand against the Escrow Fund, Acquiror shall notify the Shareholders' Agents of such claim, and the Shareholders' Agents and the Former Target Shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund shall be entitled, at their expense, to participate in any defense of such claim.

  • Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Former Target Shareholders.

  • In the event Acquiror becomes aware of a third-party claim which Acquiror believes may result in a demand against the Escrow Fund, Acquiror shall promptly notify the Shareholders' Agents of such claim, and the Shareholders' Agents and the Former Target Shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund shall be entitled, at their expense, to participate in any defense of such claim.

  • Such shares (the "ESCROW SHARES") shall be held as security for the Former Target Shareholders' indemnification obligations under Article X and pursuant to the provisions of an escrow agreement (the "ESCROW AGREEMENT") to be executed pursuant to Section 7.6.

  • Acquiror will, following receipt of the Final Order and prior to the Effective Time deliver to the Depositary in escrow pending the Effective Time, sufficient Acquiror Shares in escrow to pay the aggregate Consideration to be paid to Former Target Shareholders (other than dissenting Target Shareholders) under the Arrangement.

  • In the event HearMe becomes aware of a third-party claim which HearMe believes may result in a demand against the Escrow Fund, HearMe shall promptly notify the Shareholders' Agents of such claim, and the Shareholders' Agents and the Former Target Shareholders for whom shares of HearMe Common Stock otherwise issuable to them are deposited in the Escrow Fund shall be entitled, at their expense, to participate in any defense of such claim.

  • Notwithstanding the foregoing, the indemnification obligations of the Former Target Shareholders pursuant to this Article X shall be limited to the amount and assets deposited and present in the Escrow Fund and Acquiror shall not be entitled to pursue any claims for indemnification under this Article X against the Former Target Shareholders directly or personally and the sole recourse of Acquiror shall be to make claims against the Escrow Fund in accordance with the terms of the Escrow Agreement.

Related to Former Target Shareholders

  • Target Shareholders means the holders of Target Shares;

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

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

  • Common Shareholders means the holders of the Common Shares.

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

  • Target Shares means common shares in the capital of Target, as currently constituted;

  • Company Shareholder means any holder of any Company Shares.

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

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

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

  • Scheme Shareholders means the holders of Scheme Shares;

  • Preferred Shareholders means the holders of Preferred Shares.

  • Common Stockholders means holders of shares of Common Stock.

  • 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.

  • Ordinary Shareholders means holders of Ordinary Shares;

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

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

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Parent Stockholders means the holders of Parent Common Stock.

  • Major Shareholders Means a person who has an interest or interests in one or more

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

  • 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.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

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

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

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;