JWC Holders definition

JWC Holders means each of those Persons listed as JWC Holders on the signature pages hereof and, after the date hereof, shall mean all such Persons and Permitted Transferees of the JWC Holders, other than those transferees who qualify as Borealis Holders, OMERS Holders or Management Holders immediately prior to or upon such Transfer.
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JWC Holders shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include Permitted Transferees of the JWC Holders and other transferees of the JWC Holders unless immediately prior to such Transfer such transferee was a Management Holder. "JWC Inc." shall mean X.X. Childs Associates, Inc., a Delaware corporation. "JWC Representative" shall have the meaning set forth in Section 4.8. "Management Holders" shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include (a) any director, officer or management employee of the Company or any of its Subsidiaries (other than JWC Holders) who, with the written consent of the Company and the JWC Representative, hereafter becomes a party to this Agreement and (b) Permitted Transferees of the Management Holders, unless immediately prior to such Transfer such transferee was a JWC Holder. "Non-Initiating Management Holders" shall have the meaning set forth in Section 2.3(c). "Participating Notice" shall have the meaning set forth in Section 2.4(a). "Participating Offerees" shall have the meaning set forth in Section 2.4(a). "Participating Securities" shall have the meaning set forth in Section 2.4(a). "Permitted Transfer" shall mean: (a) a Transfer of any Subject Securities between any JWC Holder or Management Holder who is a natural person and such Stockholder's spouse, children, parents or siblings (whether natural, step or by adoption) or to a trust solely for the benefit of one or more of any of such Persons; provided that with respect to any such Transfer, the Stockholder retains, as trustee or by some other means, the sole authority to vote such Subject Securities (including any Common Stock that may be acquired pursuant to any Vested Options); (b) a Transfer of Subject Securities by a JWC Holder to JWC Inc. or to an officer, employee or consultant of JWC Inc. or to a corporation or to a partnership (or other entity for collective investment, such as a fund) which is (and continues to be) controlled by, controlling or under common control with JWC Inc.; (c) a Transfer of Subject Securities (i) by a Management Holder to another Management Holder or (ii) from a JWC Holder to another JWC Holder; (d) a Transfer of Subject Securities between any Stockholder who is a natural person and such Stockholder's guardian or conservator; or (e)
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JWC Holders shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include Permitted Transferees of the JWC Holders and other transferees of the JWC Holders unless immediately prior to such Transfer such transferee was a Management Holder.
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Examples of JWC Holders in a sentence

  • The procedures by which such JWC Holders shall notify the Company and purchase the Put Securities shall be identical in all respects to the procedures provided for in Section 2.3(c) for the Non-Initiating Management Holders.

  • A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; provided that written notice thereof is given by the successor JWC Representative to the Company, the Management Holders and the other JWC Holders.

  • Without the prior written consent of the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders, no Stockholder shall Transfer all or any part of the Subject Securities at the time held by such Stockholder to any Person.

  • A successor to the Halifax Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the Halifax Holders, provided that written notice thereof is given by the successor Halifax Representative to the Company, the JWC Holders, the Management Holders, the Additional Holders and the other Halifax Holders.

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  • Notwithstanding the foregoing, the Company shall not be obligated to include in an initial Public Offering any Registrable Securities of any Holder if the JWC Holders do not elect to include their Registrable Securities in such a registration.

  • A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders, provided that written notice thereof is given by the successor JWC Representative to the Company, the Halifax Holders, the Management Holders, the Additional Holders and the other JWC Holders.

  • Except for the JWC Holders, no Stockholder shall Transfer all or any part of the Subject Securities at the time held by such Stockholder.

  • If the Halifax Holder is a Participating Offeree, the Halifax Holder shall have the opportunity and right to include in such proposed Transfer an amount of Subject Securities representing the same proportion (i.e., in relation to the aggregate amount at the time held by the Halifax Holders) of the Subject Securities being sold by the Initiating Stockholder (i.e., in relation to the aggregate amount at the time held by the JWC Holders).

  • Notwithstanding any other provision of this Agreement, unless otherwise agreed to by at least 50% of the Subject Securities held by the JWC Holders and 50% of the Subject Securities held by the Halifax Holders, no Management Holder or Additional Holder may Transfer their Subject Securities in exchange for consideration other than cash.


More Definitions of JWC Holders

JWC Holders shall have the meaning set forth in the preamble preceding the recitals to this Agreement and
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JWC Holders has the meaning set forth in the Stockholders Agreement.
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JWC Holders means the JWC Holders as defined in that certain Stockholders Agreement of the Corporation dated as of or about the date of filing of this Certificate of Designation.
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JWC Holders shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include Permitted Transferees of the JWC Holders and other transferees of the JWC Holders unless immediately prior to such Transfer such transferee was a Management Holder. "JWC Inc." shall mean X.X. Childs Associates, Inc., a Delaware corporation. "JWC Representative" shall have the meaning set forth in Section 4.8. "Management Holders" shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include (a) any director, officer or management employee of the Company or any of its Subsidiaries (other than JWC Holders) who, with the written consent of the Company and the JWC Representative, hereafter becomes a party to this Agreement and (b) Permitted Transferees of the Management Holders, unless immediately prior to such Transfer such transferee was a JWC Holder. "Non-Initiating Management Holders" shall have the meaning set forth in Section 2.3(c). "Participating Notice" shall have the meaning set forth in Section 2.4(a). "Participating Offerees" shall have the meaning set forth in Section 2.4(a).
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Related to JWC Holders

  • Equity Holders means the Stockholders and the Option Holders.

  • 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.

  • Non-Directing Holders means the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under the Note A-2 PSA to exercise the rights granted to the Non-Directing Holders in this Agreement. If Note A-2 has not been included in a Securitization, the Non-Directing Holder with respect to such Note will be the then-current Holder of such Note.

  • Initial Holders has the meaning set forth in the preamble.

  • Preferred Holders means the record owners of outstanding Preferred Securities.

  • Holders means the holder or holders, as the case may be, from time to time of Registrable Securities.

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

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Eligible Holders has the meaning set forth in Section 2.01(a).

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

  • Existing Holders shall have the meaning given in the Preamble.

  • 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).

  • Unit Holders means all Unit Holders.

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

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

  • 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.

  • Preferred Shareholders means the holders of Preferred Shares.

  • 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.

  • Beneficial Shareholders means shareholders who do not hold Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

  • 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.

  • 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).

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

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Majority Holders means the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.