Prior Stockholders definition

Prior Stockholders means the holders of Common Stock and any other equity securities that represented one hundred percent (100%) of the Voting Stock of the Company immediately prior to a reorganization, merger, or consolidation involving the Company or any sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole (or other equity securities into which the Common Stock or such other equity securities are converted as part of such reorganization, merger, or consolidation).
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Prior Stockholders means Questor Partners Fund II, L.P.; Questor Side-by-Side Partners II, L.P.; Questor Side-by-Side Partners II 3(c)(1), L.P.; TC Co-Investors, LLC; and Xxxxxx Equity Investors III, L.P.
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Prior Stockholders means the holders of equity securities that represented one hundred percent (100%) of the Voting Stock of the Company immediately prior to a reorganization, merger, or consolidation involving the Company (or other equity securities into which such equity securities are converted as part of such reorganization, merger, or consolidation transaction).
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Examples of Prior Stockholders in a sentence

  • The parties hereto, including the Company and the holders of at least 75% in interest of the outstanding shares of Series A, B, C and D Preferred Stock, voting together as a class, hereby agree that all rights granted and covenants made under the Prior Stockholders' Agreement are hereby waived, released and terminated in their entirety and shall have no further force or effect whatsoever.

  • This Agreement, together with the exhibits hereto, supersedes all prior agreements and understandings among the parties with respect to such subject matter, including the Prior Stockholders Agreement.

  • Section 5.7 of the Original Agreement provides that it may be amended pursuant to a writing signed by (i) the Corporation, (ii) the holders of at least a majority of the then outstanding Series A Preferred Stock (as defined herein), and (iii) the holders of at least a majority of the Common Stock held by the Prior Stockholders (the “Requisite Stockholders”).

  • The Prior Stockholders Agreement is hereby terminated effective the date hereof.

  • This Agreement may only be modified or amended by an instrument in writing signed by (i) the Corporation, (ii) the holders of two-thirds (2/3) of the then outstanding Series A Preferred Shares and Series C Preferred Shares, voting together as a single class and (iii) the holders of at least a majority of the shares of Common Stock held by the Prior Stockholders (the “Minimum Required Stockholders”).

  • In all other respects, the rights and obligations of the Other Stockholders pursuant to Section 1 of the Preferred Stockholders' Agreement, dated as of May 17, 1996 (the "Prior Stockholders' Agreement") shall remain unaffected, and the Investor hereby agrees to be bound by the provisions regarding voting contained in said Section 1 of the Prior Stockholders' Agreement.

  • The Prior Stockholders Agreement as amended by this Amendment No. 2 is ratified and confirmed, and shall remain in full force and effect.

  • Section 5.7 of the Stockholders’ Agreement provides that the Stockholders’ Agreement may be amended by an instrument in writing signed by (i) the Corporation, (ii) the holders of two-thirds (2/3) of the then outstanding Series A Preferred Shares and Series C Preferred Shares, voting together as a single class and (iii) the holders of at least a majority of the shares of Common Stock held by the Prior Stockholders.

  • The parties to the Prior Stockholders Agreement desire to amend and restate the Prior Stockholders Agreement to read in its entirety as set forth herein.

  • Pursuant to the Stockholders Agreement dated as of December 17, 1997 (the "Prior Stockholders Agreement"), by and among the Company, the Holders and Union Labor Life Insurance Company, a Maryland corporation acting on behalf of its Separate Account P ("Ullico"), the Holders granted Ullico certain rights of first refusal, rights of co-sale and noncompetition covenants.


More Definitions of Prior Stockholders

Prior Stockholders means the Evertrust Stockholder and the Persons listed on Schedule A hereto, each of whom holds shares of Common Stock or options, warrants or other similar rights convertible into or exercisable or exchangeable for shares of Common Stock, and any transferee thereof; provided, however, that no Person shall be deemed a Prior Stockholder hereunder unless such Person shall have executed and delivered a counterpart of the Original Agreement or this Agreement.
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Prior Stockholders. Agreement” means the Amended and Restated Stockholders’ Agreement dated as of November 26, 2019, among New Remedy and certain affiliates, stockholders and Participants, as in effect immediately prior to the effective date of the Offering.
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Prior Stockholders means Don E. Claxton, Betty Jane Claxton, C.F. Kimball, III, Linda R. Xxxxxxx, xxx Xhx Xxxxx xxx Alvin Bellaixx, Jr. Txxxx.
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Related to Prior Stockholders

  • Common Stockholders means holders of shares of Common Stock.

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

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • 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.

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Company Shareholders means holders of Company Shares.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

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

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

  • 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.

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

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

  • 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.

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

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • 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 Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

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

  • Preferred Shareholders means the holders of Preferred Shares.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • 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).

  • 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.

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