Participating Equity Holders definition

Participating Equity Holders means (i) the holders of record of Ordinary Shares (excluding the Dissenting Shareholders, but assuming the conversion, immediately prior to the Effective Time, of the Ordinary A Shares into Ordinary Shares pursuant to clause 11(a)(iv) of the Memorandum of Association) and including any Ordinary Shares issued pursuant to the Company Warrant), and (ii) the beneficiaries of the Vested Company Options (who are participating pursuant to contractual rights under the Equity Plans rather than in their capacity as holders of Company Shares), in each case as of immediately prior to the Effective Time.
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Participating Equity Holders means the Stockholders (other than any holder of Dissenters’ Shares) and the Warrant Holders who will receive a portion of the Merger Consideration.
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Participating Equity Holders means, collectively, Sopris Capital Advisors, LLC, Aspen Advisors LLC and Armory Advisors LLC.
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Examples of Participating Equity Holders in a sentence

  • To the extent that the Earn-Out Consideration is paid in cash, the payment shall be made to the Paying Agent on such Participating Equity Holders’ behalf, or, with respect to the Israeli Participating Equity Holders, issued to the Israeli Paying Agent on behalf thereof, and distributed in accordance with the Distribution Waterfall and the provisions of this Agreement.

  • The Earn-Out Consideration (if any) shall be satisfied by way of issuance to the Paying Agent on behalf of the Participating Equity Holders, or, with respect to the Israeli Participating Equity Holders, issued to the Israeli Paying Agent on behalf thereof, such number of Shift4 Payments, Inc.

  • Class A common stock in accordance with Section 3.10, equal to the applicable Pro Rata Share portion of the Earn-Out Consideration divided by the applicable Parent Stock Price, to be distributed to the Participating Equity Holders in accordance with the Distribution Waterfall and the provisions of this Agreement, provided that if (i) the Shift4 Payments, Inc.

  • The Expense Fund Amount and any interest accrued thereon are for the use solely by the Shareholders’ Representative to pay any costs, fees, payments, indemnities and other expenses related to the performance by the Shareholders’ Representative of his duties and obligations hereunder, on behalf of the Participating Equity Holders as determined under Section 11.13 to this Agreement.

  • As soon as practical following the date hereof, the Company and the Israeli Participating Equity Holders may prepare and file with the ITA an application for a ruling permitting any Israeli Participating Equity Holders, who elect to become a party to such a tax ruling (each, an “Electing Holder”), to defer any applicable Israeli Tax with respect to any consideration in Shift4 Payments, Inc.

  • In calculating the consideration payable under this Section 2.1, Parent and AcquisitionCo shall be entitled to rely on the representations and warranties contained in Section 5.2. If such representations and warranties are not correct, Parent shall have the right to reallocate the distribution of the Merger Consideration among the Participating Equity Holders accordingly, but without increasing or decreasing the aggregate Merger Consideration.

  • The Parent Group and the Shareholders’ Representative, on behalf of the Participating Equity Holders, will each bear their own costs in connection with disputes relating to the Closing Date Statement.

  • Neither Parent nor the Surviving Corporation shall, without the prior written consent of the Representative, file or cause to be filed an amended Tax Return of file a Tax Return for any Tax period (other than the initial filing of the Straddle Period return), to the extent that such filing, if accepted, might change the Tax liability of the Participating Equity Holders.

  • Shareholders’ Representative to the Paying Agent to be further disbursed to the Participating Equity Holders in accordance with the portion set out with respect to each Participating Equity Holder’s in the Distribution Waterfall.

  • Closing Consideration Stock and Earn-Out Consideration issued to the Participating Equity Holders shall be subject to lock-in for a period as follows: (i) six months from the Closing Date with respect to one third of the Closing Consideration Stock and Earn-Out Consideration (as applicable); (ii) nine months from the Closing Date with respect to one third of [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).

Related to Participating Equity Holders

  • Equity Holders means the Stockholders and the Option Holders.

  • Equity Holder means any Person that owns the Equity Interests in any Practice that is a party to any Management Agreement.

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

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

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • 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.

  • Non-U.S. Holder means a Holder that is not treated as a United States person for U.S. federal income tax purposes as defined under Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended from time to time.

  • Participating Share or “Share” means the Participating Shares of no par value in the

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

  • Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

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

  • Participating Interest is defined in Section 1.2(d) hereof.

  • Designated Holder means the Holder of Note A-1.

  • Unit Holders means all Unit Holders.

  • Eligible Holder means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).

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

  • Class B Units means the Class B Units of the Company.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

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

  • Qualifying investment means a capital investment in real property including the purchase price of land and existing buildings, site preparation, building construction, and long-term lease costs. “Qualifying investment” also means a capital investment in depreciable assets.

  • Holder Group means the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. Anything herein to the contrary, any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Founders means all Members immediately prior to the consummation of the IPO.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • 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.