Purchaser Holders definition

Purchaser Holders means (i) each Purchaser, (ii) any Affiliate, officer or employee of an Affiliate or investment fund managed by an Affiliate of a Purchaser to which any Purchaser may transfer record and/or beneficial ownership of any shares of the Shares or the Conversion Shares and (iii) any transferee of Shares or Conversion Shares from a Purchaser Holder other than a transferee of Shares or Conversion Shares sold in either a public offering pursuant to a registration statement under the Securities Act or pursuant to a Rule 144 Transaction, except that for purposes of Section 9 hereof, such transferee shall be a Purchaser Holder only if such transferee is reasonably acceptable to the Company. The transferor and the transferee shall notify the Company in writing as to the transferee's status as a Purchaser Holder in accordance with this definition, and shall notify the Company if such transferee ceases to be a Purchaser Holder.
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Purchaser Holders means the Purchasers or persons who have acquired shares from such Purchasers or the Purchasers' transferees or assignees in accordance with the provisions of this Agreement.
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Purchaser Holders is defined in the recitals to this Agreement.
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Examples of Purchaser Holders in a sentence

  • In the case of any such separate firm for the Initial Purchaser, Holders of Registrable Securities, and control persons of the Initial Purchaser and Holders of Registrable Securities, such firm shall be designated in writing by the Initial Purchaser.

  • The registration statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by the Purchaser Holders.

  • All fees and expenses incident to the Company's or any Purchaser Holder's performance of or compliance with a Shelf Registration pursuant to this Agreement shall be borne by the Company whether or not any of the Registration Statements become effective.

  • At such time that all Purchaser Holders are able to sell their common stock under Rule 144 without any restrictions, then the obligation of the Company to maintain the Shelf Registration pursuant to this Section 8.9 shall terminate.

  • On or before June 30, 2000, the Company shall prepare and file with the SEC a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration") registering the resale from time to time by the Purchaser Holders of all the Registrable Securities (the "Initial Shelf Registration").

  • In the event a separate firm is retained for the Initial Purchaser, Holders of Registrable Securities, and control persons of the Initial Purchaser and Holders of Registrable Securities, such firm shall be designated in writing by the Initial Purchaser.

  • The respective obligations of the Initial Purchaser, Holders, and Underwriters to contribute pursuant to this Section 4 are several in proportion to the principal amount of Securities sold by them pursuant to a Registration Statement and not joint.

  • The Company, upon the request of the Selling Stockholder, will provide a list of the addresses of the Purchaser Holders (and, if required in order to comply with Section 4, the other Stockholders).

  • In the event of an insolvency, bankruptcy or similar proceeding of Purchaser, Holders shall be entitled to assert claims in such proceeding and take related actions in pursuit of such claims with respect to any payment that may be claimed by or on behalf of Purchaser or by any creditor of Purchaser.

  • The respective obligations of the Initial Purchaser, Holders, Participating Broker-Dealers and Underwriters to contribute pursuant to this Section 5 are several in proportion to the principal amount of Notes purchased by them and not joint.


More Definitions of Purchaser Holders

Purchaser Holders means (i) each Purchaser, (ii) any Affiliate, officer or employee of an Affiliate or investment fund managed by an Affiliate of a Purchaser to which any Purchaser may transfer record and/or beneficial ownership of any shares of the Shares and (iii) any transferee of Shares from a Purchaser Holder other than a transferee of Shares sold in either a public offering pursuant to a registration statement under the Securities Act or pursuant to a Rule 144 Transaction. The transferor and the transferee shall notify the Company in writing as to the transferee's status as a Purchaser Holder in accordance with this definition, and shall notify the Company if such transferee ceases to be a Purchaser Holder.
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Purchaser Holders means the Holders other than Key Management. The "NON-PURCHASER MINIMUM" shall mean 8% of the total amount of securities included in such offering. The "PURCHASER MINIMUM" shall mean 25% of the total amount of the securities included in such offering. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by a written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and, in connection with the IPO, shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of the registration statement relating to the IPO, or such other shorter period of time as the underwriters may require.
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Related to Purchaser Holders

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Other Holders means holders of Other Notes.

  • 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).

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

  • Selling Shareholders has the meaning given to such term in the Preamble to this Agreement;

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

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

  • FTR Holder means the PJM Member that has acquired and possesses an FTR.

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

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Principal Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.

  • Investor means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

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

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

  • 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.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • 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.

  • 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).

  • 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.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • 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.