Participating Securityholder definition

Participating Securityholder shall have the meaning provided in Section 5(b).

Participating Securityholder means, as of immediately prior to the Closing, each (i) holder of shares of Company Common Stock (including shares of Company Restricted Stock that have been issued) as of immediately prior to the Effective Time, (ii) holder of shares of Company Preferred Stock as of immediately prior to the Effective Time, (iii) holder of Company Warrant(s), (iv) holder of Company Option(s), and (v) holder of Company Convertible Notes.

Participating Securityholder means each holder of Common Stock (with respect only to the Common Stock held by such holder unless such holder has executed a Joinder Agreement), each holder of Series A Preferred Stock, each holder of Series B Preferred Stock, each holder of Cashed-Out Options, each Warrantholder and each other Securityholder that has executed and delivered a Joinder Agreement to the Company and the Parent.

Examples of Participating Securityholder in a sentence

• The consideration per Security for any Transfer by each Participating Securityholder pursuant to this Section 5 shall be equal to the proceeds that the Participating Securityholder would have been entitled to receive in relation his Securities if the aggregate net proceeds received in the Transfer to which this Section 5 applied were to be paid as a liquidating distribution of the Company in accordance with the terms of this Agreement and the Articles.

• If the prospective transferee fails to purchase Vested Securities from any Participating Securityholder as to which such Participating Securityholder has exercised its rights under this Section 5 and the Transferring Securityholder fails to purchase such Vested Securities from the Participating Securityholder, the Transferring Securityholder shall not be permitted to make the proposed Transfer and any such attempted Transfer shall be subject to the penalty provisions of Section 4(e).

• Each Participating Securityholder shall be required, to the extent possible, to transfer all of such Participating Securityholder’s Vested Securities of the same type and in the same proportion as the Xxxx Securities proposed to be transferred by the Transferring Securityholder pursuant to the Xxxx Investor Sale Notice.

• Any portion of the Exchange Fund that remains undistributed to the Participating Securityholders for one (1) year after the Effective Time shall be delivered to Parent, upon demand, and any Participating Securityholder who has not theretofore complied with this Section 3.2 shall thereafter look only to Parent for such holder’s portion of the Aggregate Per Share Merger Consideration.

• None of the Exchange Agent, Parent or the Surviving Company shall be liable to any Participating Securityholder for any Parent Common Stock (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law.

More Definitions of Participating Securityholder

Participating Securityholder means each holder of a share of Common Stock (other than any Appraisal Shares) issued and outstanding immediately prior to the Effective Time (after giving effect to the conversion of the Convertible Debentures into shares of Common Stock) that has duly delivered a Letter of Transmittal.

Participating Securityholder means each Participating Stockholder and each Participating Optionholder.

Participating Securityholder means, as of immediately prior to the Closing, each (i) holder of shares of Apollo Common Stock as of immediately prior to the Effective Time, and (ii) holder of shares of Apollo Preferred Stock as of immediately prior to the Effective Time.

Participating Securityholder has the meaning attributed thereto in SECTION 2.1(a) and SECTION 2.2(a)(i), as the case may be.

Participating Securityholder means each holder of a share of Common Stock (other than any Appraisal Shares) and each holder of a Warrant, in each case issued and outstanding immediately prior to both (i) the Effective Time and (ii) the effectiveness of the transfer by the Electing Canadian Resident Shareholders of their shares of Common Stock to Curaleaf pursuant to Section 2.4(a), and the holder of which has duly delivered the applicable Payment Documents.

Participating Securityholder means, as of immediately prior to the Closing, each (i) holder of shares of Company Common Stock (including shares of Company Common Stock resulting from the Company Preferred Conversion and shares of Company Restricted Stock) as of immediately prior to the Effective Time, (ii) holder of vested In-the-Money Company Warrant(s), (iii) holder of outstanding Company RSU(s) to the extent such Company RSU(s) are vested, or holder of vested In-the-Money Company Option(s); provided that, for the avoidance of doubt, the Participating Securityholders shall not include any (A) holders of unvested In-the-Money Company Warrants, (B) holders of Out-of-the-Money Company Warrants, (C) holders of Company Convertible Notes, including Cellectis, (D) holders of any shares of Parent Common Stock issued or issuable with respect to any Parent Restricted Stock or the settlement of any Converted RSUs or (E) holders of unvested In-the-Money Company Options or holders of Out-of-the Money Company Options.

Participating Securityholder the meaning set forth in the preamble. Participating Securityholder Signing Date: the later to occur of (a) the date on which all Securityholders have become Participating Securityholders in accordance with the terms of this Agreement and (b) the date on which the Participation Election Period ends.