Merger Stockholder definition

Merger Stockholder means each stockholder of Company that does not perfect its appraisal rights and is otherwise entitled to receive shares of Parent Common Stock pursuant to Section 1.5.
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Merger Stockholder has the meaning set out in Section 2.11(c);
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Merger Stockholder means each Stockholder that actually receives Merger Consideration pursuant to Section 1.5.
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Examples of Merger Stockholder in a sentence

  • At every meeting of Stockholders of the Company called with respect to the approval of the Merger Agreement and/or the Merger, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to the approval of the Merger Agreement and/or the Merger, Stockholder shall vote, or cause to be voted, the Shares in favor of the adoption and approval of the Merger Agreement and the Merger.

  • Solely for the purposes of this Agreement and the Merger, Stockholder hereby waives and agrees not to assign his rights of first refusal under all First Refusal Agreements to which he or it and other stockholders of the Company are parties, provided that such waiver and agreement not to assign terminate when this Agreement terminates.

  • This paragraph con- stitutes budget authority in advance of ap- propriations Acts, and represents the obliga- tion of the Federal Government to provide for the purchase and delivery to States of the vaccines (or payment under subpara- graph (C)) in accordance with this para- graph.

  • Merger, Stockholder Agreement and Lock-Up On January 15, 2014, we completed the merger (the “Merger”) of our wholly-owned subsidiary Paris Acquisition Corp.

  • Prior to the Expiration Date, at every meeting of the stockholders of Company at which the Merger is considered or voted upon, and at every adjournment thereof, and on every action or approval by written resolution of the stockholders of Company with respect to the Merger, Stockholder shall vote the Shares and any New Shares in favor of approval and adoption of the Merger Agreement and of the Transaction.

  • This Agreement shall have been duly adopted by the Required Merger Stockholder Votes.

  • This Agreement shall have been duly adopted and approved by the Required Merger Stockholder Vote.

  • As a result of the Merger, Stockholder is now a holder of Company Common Stock.

  • In the event that the stockholder proposal to approve the issuance of the Restoration Conversion Shares is not approved by the Restoration Robotics stockholders at the Merger Stockholder Meeting, Restoration Robotics shall use its best efforts to call another meeting of stockholders within three (3) months of the Merger Stockholder Meeting for the purpose of approving the issuance of the Restoration Conversion Shares.

  • At the Closing, each Company stockholder that does not perfect its appraisal rights and is otherwise entitled to receive shares of Parent Common Stock pursuant to Section 1.5 (a "Merger Stockholder") shall surrender to Parent all certificates representing shares of Company Common Stock (properly endorsed for transfer).


More Definitions of Merger Stockholder

Merger Stockholder means each Stockholder of Company at the Effective Time other than a Stockholder who (a) holds Dissenting Shares (and then only with respect to any Dissenting Shares held), and (b) has not waived, withdrawn or lost the right to receive payment of the fair value of such Dissenting Shares under the DGCL Appraisal Procedures.
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Merger Stockholder means the Stockholders listed as Merger Stockholders on the signature pages hereto.
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Related to Merger Stockholder

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

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Company Shareholder means a holder of Company Shares.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

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

  • Company Shareholders means holders of Company Shares.

  • Common Stockholders means holders of shares of Common Stock.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Major Stockholder means any such Person.

  • Principal Stockholder means any person who individually or in concert with his spouse and

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

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

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

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • 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).

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

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

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