Preemptive Stockholders definition

Preemptive Stockholders has the meaning ascribed to such term in Section 10(a).
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Preemptive Stockholders means (i) the Permira Stockholders and (ii) each Minority Stockholder who is a director of the Company or employed by the Company or any of its Subsidiaries at the time of the Preemptive Offer Notice and who is an “accredited investor” (as defined in Rule 501 (a) under the Securities Act) or, if not an accredited investor, each such Management Stockholder who has retained a “purchaser representative” (as defined in Rule 501(h) under the Securities Act) or has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of such investment in Equity Securities being offered in connection with the Preemptive Rights.
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Preemptive Stockholders means the Investor Stockholders and the Senior Management Holders.
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Examples of Preemptive Stockholders in a sentence

  • The delivery by the Company to the Preemptive Stockholders of certificates or other instruments evidencing such Issuance Stock shall be made on such date upon receipt of payment of the purchase price for such Issuance Stock by the Company from such Preemptive Stockholders.

  • In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Pre-emptive Stockholders in accordance with the procedures set forth in this Section 3.01.

  • In the event that all of the Issuance Stock is not so Issued by the Company during the Issuance Period, the right of the Company or its Subsidiary, as applicable, to Issue such unsold Issuance Stock shall expire and the obligations of this Section 11 shall be reinstated and such securities shall not be offered unless first reoffered to the Preemptive Stockholders in accordance with this Section 11.

  • Notwithstanding anything in this Article III to the contrary, in the event that any issuance of New Securities is to be made pursuant to an underwritten Public Offering, the Pre-emptive Stockholders shall have the right to purchase up to their Pre-emptive Portion in accordance with the following procedures.

  • The rights of the Preemptive Stockholders under this Article III may be waived with respect to each series of preferred stock of the Company upon the prior written consent of the holders of a majority of the outstanding shares of such series, and shall terminate immediately upon a Termination Event and also immediately prior to the effectiveness of the registration statement with respect to the Initial Public Offering, but expressly conditioned on the consummation of the Initial Public Offering.

  • The purchase by the Preemptive Stockholders of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Preemptive Stockholders of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Preemptive Stockholders and their respective counsel.

  • The Company shall give written notice (an "Issuance Notice") of any proposed issuance or sale described in Section 8(a) above to the Pre-emptive Stockholders within five days following any meeting of the board of directors of the Company held during the Option Period at which any such issuance or sale is approved (any such meeting, the “Approval Meeting”).

  • In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Pre-emptive Stockholders in accordance with the procedures set forth in this Section 8.

  • The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale of New Securities described in Section 3.01(a) to the Pre-emptive Stockholders within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved.

  • In each case, any Offered Securities not purchased by the Preemptive Stockholders or other Person or Persons in accordance with Section 3.03 may not be sold or otherwise disposed of until they are again offered to the Preemptive Stockholders under the procedures specified in Section 3.01, 3.02 and 3.03.


More Definitions of Preemptive Stockholders

Preemptive Stockholders means (i) the Stockholders other than any Management Holder who owns Common Stock representing less than one percent (1%) of the outstanding Common Stock or who is not an “accredited investor” (as defined in Rule 501(a) under the Securities Act) and (ii) permitted assignees of the Investor Stockholders pursuant to Section 11(a).
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Preemptive Stockholders means each of the Stockholders.
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Related to Preemptive Stockholders

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

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

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

  • Common Stockholders means holders of shares of Common Stock.

  • 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).

  • 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).

  • Parent Stockholders means the holders of Parent Common Stock.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • 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.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

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

  • 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.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean 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 and the sale of the Private Placement Warrants 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).

  • Preemptive Rights is defined in Section 4.8(b).

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Company Shareholders means holders of Company Shares.

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

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

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Amalco Shares means the common shares in the capital of Amalco;

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

  • Preemptive Right has the meaning set forth in Section 9.6(a).