Legacy Equityholders definition

Legacy Equityholders shall have the meaning given in the Preamble hereto.
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Legacy Equityholders means the holders of the Legacy Equity, as of immediately prior to the Effective Time.
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Examples of Legacy Equityholders in a sentence

  • At any time following April 1, 2026 (or the latest expiration date of any Company Options then outstanding if earlier than April 1, 2026), the Securityholder Representative shall be entitled (but not obligated) to require Parent to deliver to the Securityholder Representative or assign all equity amounts that have been delivered to Parent pursuant to Section 1.8(e), for further distribution to the Legacy Equityholders on a pro rata basis based on their respective portions of the Equity Consideration.

  • Subject to the terms and conditions of this Agreement, on the Closing Date, the Company shall deliver to the Exchange Agent the Camelot Cash Amount, for further distribution to the Legacy Equityholders based on the Cash Distribution Per Unit, as set forth on the Payments Schedule.

  • The parties hereto agree that, for tax reporting purposes, any distribution from the Escrow Fund to the Legacy Equityholders shall be reportable on Internal Revenue Service Form 1099-B (or other applicable forms) for the tax year in which the distribution is made, other than amounts properly reported as interest for U.S. federal income tax purposes.

  • In addition, if the Closing occurs, all of the client files and records in the possession of BrownWinick related to this Agreement and the transactions contemplated hereby will continue to be property of (and be controlled by) the Legacy Equityholders and the Securityholder Representative and Parent shall not retain any copies of such records or have any access to them.

  • Notwithstanding the foregoing, the R&W Insurance Policy and the Survivor Class B Units then remaining in the Escrow Fund shall only be used to satisfy indemnification obligations of the Legacy Equityholders.

  • For purposes of this Section 8.4, the Legacy Equityholders agree that any extension or waiver signed by the Securityholder Representative shall be binding upon and effective against all Legacy Equityholders whether or not they have signed such extension or waiver.

  • This consent constitutes an advance waiver of any conflict of interest claim against BrownWinick as a result of the firm representing the Legacy Equityholders and the Securityholder Representative in connection with the transactions contemplated hereby.

  • It does not allow irrational behaviors that are frequently caused by emotional responses and/or impossible events, which are important in representing story narratives.

  • After receipt of the applicable Letter of Transmittal and Related Agreements to be signed by such Legacy Equityholder, the Legacy Equityholders will surrender the certificates representing their Legacy Equity (the “Legacy Unit Certificates”) to the Exchange Agent for cancellation together with a duly completed and validly executed Letter of Transmittal and executed copies of each of the Related Agreements.

  • Subject to the terms and conditions of this Agreement, on the Closing Date, Parent shall deliver to the Exchange Agent 6,532,000 Warrants to purchase 3,266,000 shares of Parent Common Stock, for further distribution to the Legacy Equityholders on behalf of the Company based on the number of units of Legacy Equity held by such holder multiplied by the Warrant Distribution Per Unit, rounded to the nearest whole numbers and as set forth on the Payments Schedule.

Related to Legacy Equityholders

  • Equityholders has the meaning set forth in the Preamble.

  • Equityholder has the meaning set forth in the Preamble.

  • Company Equity Plans means (i) the Company’s 2014 Equity Incentive Plan as amended and restated from time to time, (ii) the Company’s 2004 Equity Incentive Plan, as amended and restated from time to time and (iii) the Inference Technologies Group Inc. 2018 Equity Incentive Plan, as amended and restated from time to time.

  • Company Equity Plan means any management equity or stock option or ownership plan or any other management or employee benefit plan of the Company or any Subsidiary of the Company.

  • Unit Holders means all Unit Holders.

  • MNE Group means any Group that (i) includes two or more enterprises the tax residences of which are in different jurisdictions, or includes an enterprise that is resident for tax purposes in one jurisdiction and is subject to tax with respect to the business carried out through a permanent establishment in another jurisdiction, and (ii) is not an Excluded MNE Group;

  • Company Equity Awards means the Company RSU Awards and the Company PSU Awards.

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

  • Pro se means a person proceeding on the person’s own behalf without legal representation.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Securityholders Agreement means the Securityholders Agreement of even date herewith among the Company and certain of its securityholders, as amended from time to time pursuant to its terms.

  • Company Equity Award means a Company Stock Option or a Company Restricted Share granted under one of the Company Stock Plans, as the case may be.

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.

  • Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Delaware Divided LLC means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Top Paid Group means the top 20 percent of Employees who performed services for the Employer during the applicable year, ranked according to the amount of "415 Compensation" (determined for this purpose in accordance with Section 1.26) received from the Employer during such year. All Affiliated Employers shall be taken into account as a single employer, and Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and are not covered in any qualified plan maintained by the Employer. Employees who are non-resident aliens and who received no earned income (within the meaning of Code Section 911(d)(2)) from the Employer constituting United States source income within the meaning of Code Section 861(a)(3) shall not be treated as Employees. Additionally, for the purpose of determining the number of active Employees in any year, the following additional Employees shall also be excluded; however, such Employees shall still be considered for the purpose of identifying the particular Employees in the Top Paid Group:

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

  • Holder Representative has the meaning specified in Section 11.1.

  • Company Optionholders means the holders of Company Options.

  • Class B Members means the Members holding Class B Units.

  • IRIS means Integrated Records Information System and refers to a collection of 15 applications and databases that serve the needs of programs within the COUNTY and includes 16 functionality such as registration and scheduling, laboratory information system, billing and reporting 17 capabilities, compliance with regulatory requirements, electronic medical records and other relevant 18 applications.