Parent Shareholder Agreements definition

Parent Shareholder Agreements means the Voting Agreement, dated December 15, 2015, by and among Parent and certain stockholders of Parent, as the same may be amended from time to time, and the Right of First Refusal and Co-Sale Agreement, dated December 15, 2015, by among Parent and certain stockholders of Parent.
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Parent Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
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Parent Shareholder Agreements has the meaning set forth in the recitals to this Agreement. “Parent Shareholder Approval” has the meaning set forth in Section 7.01(a). “Pension Plan” has the meaning set forth in Section 5.02(m). “Person” means any individual, bank, corporation (including not-for-profit), and joint - stock company, general or limited partnership, limited liability company, joint venture, estate, business trust, trust, association, organization, Governmental Authority or other entity of any kind or nature. “Professional Fees” has the meaning set forth in Section 7.03(d). “Prospectus/Proxy Statement” has the meaning set forth in Section 6.03. “Regulatory Authorities” means the Federal Reserve Board, FDIC, DFPI, or other supervisory agency of ARB, Parent or Bank, as the case may be. “Rights” means, with respect to any Person, the stock options, stock appreciation rights, warrants and any other securities or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, or any options, calls or commitments relating to, or other instrument the value of which is determined in whole or in part by reference to the market price or value of, any shares of capital stock or any other property or assets of such Person. “S-4 Registration Statement” has the meaning set forth in Section 6.03. “Salary Continuation Agreements” means the salary continuation agreements with Employees that are listed as such on Schedule 5.02(m). “Xxxxxxxx-Xxxxx Act” has the meaning set forth in Section 5.03(g). “SEC” means the United States Securities and Exchange Commission. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
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Examples of Parent Shareholder Agreements in a sentence

  • As a material inducement to Hawthorne to enter into this Agreement, and simultaneously with the execution of this Agreement, each Parent Shareholder (as defined herein) is entering into an agreement, in the form of Annex B hereto (collectively, the "Parent Shareholder Agreements') pursuant to which they have agreed, among other things, to vote their shares of Parent Common Stock (as defined herein) in favor of the issuance of Parent Common Stock pursuant to this Agreement.

  • At the Closing, the Company shall deliver to Parent the Shareholder Agreements and the Company shall deliver to Parent Shareholder Agreements executed by Xxxxx Xxxxxxxx, Xxx Xxxx and Xxxxx Xxxx on the Closing Date.

  • The Parent Directors shall have performed in all material respects all obligations required to be performed by them under the Parent Shareholder Agreements.

  • Parent has received the Parent Shareholder Agreements from the holders of a majority of its capital stock entitled to vote on the Merger and the transactions contemplated hereby (including the Parent Amended and Restated Charter (as hereinafter defined)) indicating such holders' agreement to vote in favor of the Merger and such transactions.

  • ARB shall have received Parent Shareholder Agreements executed and delivered by each Parent Director as contemplated by Section 6.16, each of which shall remain in full force and effect.


More Definitions of Parent Shareholder Agreements

Parent Shareholder Agreements means the Shareholder Agreements, dated as of July 26, 1999, by and between Parent and each of Xxxxxx X. Xxxxxxxx and Yamanouchi Group Holdings Inc., as the same shall be amended from time to time in accordance with the Parent Shareholder Agreements.
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Related to Parent Shareholder Agreements

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Company Shareholders means holders of Company Shares.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • 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;

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Merger Agreement has the meaning set forth in the Recitals.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • 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.

  • Company Shareholder means a holder of one or more Company Shares;

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • 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.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Existing Shareholders has the meaning set forth in the preamble.

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • Exchange Agreement has the meaning set forth in the Recitals.