Initiating Shareholders definition

Initiating Shareholders has the meaning set forth in Section 2(a) hereof.
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Initiating Shareholders shall have the meaning set forth in Section 7.4(a).
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Initiating Shareholders means, in each case so long as they are not a Defaulting Investor, (a) on up to three (3) separate occasions, Pine Brook or its successors or permitted assigns, (b) on up to three (3) separate occasions, GS or its successors or permitted assigns, (c) in each case on up to one (1) occasion, each other Shareholder or their respective successors or permitted assigns and (d) on up to three (3) separate occasions, the Shareholders (other than any Defaulting Investors) holding at least fifteen percent (15%) of the then issued and outstanding Class A Registrable Shares (without taking into account any Class A Registrable Shares held by Defaulting Investors). For the avoidance of doubt, each occasion set forth herein may be used for either a registration requested under Section 3.1 or a Shelf Takedown (as defined below) requested under Section 3.3, but each Shareholder shall only have the number of occasions set forth above in the aggregate for demands under both Section 3.1 and Section 3.3.
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Examples of Initiating Shareholders in a sentence

  • The Company shall provide written notice to the Initiating Shareholders requesting such Shelf Registration Statement of (x) any postponement or withdrawal of the filing or effectiveness of a Registration Statement pursuant to this Section 2(c), (y) the Company’s decision to file or seek effectiveness of such Registration Statement following such withdrawal or postponement and (z) the effectiveness of such Registration Statement.

  • Subject to the provisions of Section 2(a), the Initiating Shareholders shall be entitled to request an aggregate of two (2) Demand Requests, the second of which may not be exercised within twelve (12) months of the effective date of the previous Shelf Registration Statement.

  • If holders of a majority of the Registrable Company Shares held by the Initiating Shareholders request to register such Registrable Company Shares in an underwritten offering, such holders shall have the right to select the managing underwriter or underwriters to administer such offering; provided that such selected underwriter is reasonably acceptable to the Company.

  • Neither the Company nor any Shareholders may include Company Shares in such Shelf Registration Statement, other than the Initiating Shareholders, without the prior written consent of the holders of the majority of the Registrable Company Shares held by the Initiating Shareholders.

  • If the Initiating Shareholders intend to distribute the Class A Registrable Shares by means of an underwriting, they shall so advise the Company in their request.

  • Upon receipt of any such request from the Initiating Shareholders, the Company shall promptly give written notice of such proposed registration to all other Shareholders.

  • One or more Shareholders holding a majority of the Registrable Shares (the "Initiating Shareholders") may elect to exercise the right to request a Demand Registration pursuant to this Section 1 by furnishing the Company with written notice thereof (a "Demand Notice").

  • The Initiating Shareholders shall not receive any consideration in connection with the consummation pursuant to this Agreement of a Sale Transaction other than his or her pro rata share of the Aggregate Sale Consideration based on the number of Shares owned by the Initiating Shareholders.

  • If the Initiating Shareholders elect to exercise their right to compel a sale pursuant to this Section 2.11, the Initiating Shareholders will cause a written notice of the Drag-Along Offer (the “Drag-Along Notice”) to be delivered to each of the other Shareholders, setting forth the aggregate consideration, the identity of the Third Party and the other principal terms and conditions thereof.

  • If the Initiating Shareholders elect to exercise their right to compel a sale pursuant to this Section 3.10, the Initiating Shareholders will cause a written notice of the Drag-Along Offer (the “Drag-Along Notice”) to be delivered to each of the other Shareholders, setting forth the aggregate consideration, the identity of the Third Party and the other principal terms and conditions thereof.


More Definitions of Initiating Shareholders

Initiating Shareholders shall have the meaning set forth in Section 4.4(a).
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Initiating Shareholders means the holders who properly initiate a registration request under this Agreement.
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Related to Initiating Shareholders

  • 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.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

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

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

  • 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).

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

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

  • Company Shareholders means holders of Company Shares.

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

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • 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 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.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Common Stockholders means holders of shares of Common Stock.

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

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean 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 and the sale of the Private Placement Warrants 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).

  • Target Shareholders means the holders of Target Shares;

  • Ordinary Shareholders means the holders of Ordinary Shares;

  • Selling Shareholders has the meaning given to such term in the Preamble to this Agreement;

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

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

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