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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 holders of Target Shares immediately prior to the Effective Time.
Sample 1

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.

  • 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.

  • 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.

  • Such shares shall be held in escrow on behalf of the persons who are the holders of Target Common Stock and Target Preferred Stock in the Merger immediately prior to the Effective Time (the "FORMER TARGET SHAREHOLDERS"), on a pro rata basis, in accordance with each such Former Target Shareholders' percentage ownership ("PRO RATA PORTION") of Target Common Stock immediately prior to the Merger (assuming conversion of all Target Preferred Stock to Target Common Stock).

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

  • The Former Target Shareholders shall severally and pro rata, in accordance with their Pro Rata Portion, indemnify the Shareholders' Agents and hold them harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholders' Agents and arising out of or in connection with the acceptance or administration of their duties hereunder under this Agreement or the Escrow Agreement.

  • 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.

  • 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.

  • 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.

  • 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.

Related to Former Target Shareholders

  • Target Shareholders means the holders of Target Shares;

  • Company Shareholders means holders of Company Shares.

  • 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.

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

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

  • Target Shares means the common shares in the capital of Target;

  • Company Shareholder means a holder of one or more 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 registered holders of Scheme Shares at the relevant time.

  • Preferred Shareholders means the holders of the Preferred Shares of the Company.

  • 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 the holders of Ordinary Shares;

  • Principal Shareholders means each of the following Shareholders: Xxxx Xxxxxxxxx and Xxxxx Xxxxxxxx.

  • 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 stockholders of Parent.

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

  • 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;

Most Referenced Clauses

Most Referenced Definitions