Qualifying Holdco Shareholders definition

Qualifying Holdco Shareholders has the meaning ascribed to it in Section 2.12;
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Examples of Qualifying Holdco Shareholders in a sentence

  • A separate Letter of Transmittal and Election Form will be made available for Qualifying Holdco Shareholders (as defined in the Combination Agreement) who have elected the Holdco Alternative.

  • A separate form of letter of transmittal will be made available for Qualifying Holdco Shareholders who have elected the Holdco Alternative.

  • Fractional Metro Shares No fractional Metro Shares will be issued under the Amalgamation, and any resulting fractional Metro Share will be rounded down, to the closest whole number, and the Shareholders or Qualifying Holdco Shareholders will receive the net cash proceeds of such fractional Metro Share as described below.

  • For the purposes of this section 4.1(a), references to “Shareholders” shall exclude Qualifying Holdcos described in section 2.3(b) and shall include Qualifying Holdco Shareholders described in section 2.3(b) and such Qualifying Holdco Shareholders shall be considered to own Shares owned by their Qualifying Holdcos.

  • ProrationThe number of Amalco Redeemable Shares issuable to Shareholders or Qualifying Holdco Shareholders under the Amalgamation will be equal to Available Cash Consideration.

  • Following the Amalgamation, Shareholders or Qualifying Holdco Shareholders will receive either Metro Shares or, upon the redemption of the Amalco Redeemable Shares, cash or a combination of Metro Shares and such cash in consideration for their Shares, depending on their election or deemed election and the proration mechanism as described under the heading "The Amalgamation - Amalgamation mechanics".

  • Shareholders (other than Qualifying Holdcos or Qualifying Holdco Shareholders) may exercise rights of dissent in connection with the Arrangement with respect to their Shares pursuant to and in the manner set forth in the Interim Order, section 190 of the CBCA and this section 3.1 (the “Dissent Rights”) as the same may be modified by the Interim Order or the Final Order.

  • At the Effective Time, the Arrangement shall without any further authorization, act or formality on the part of the Court become effective and be binding upon West Fraser, Norbord, the Shareholders, including any Dissenting Shareholders and the Qualifying Holdco Shareholders, and the holders of Incentive Securities.

  • ANALYTICAL EVALUATION OF EFFECT OF FRP DOWELSHEAR MODULUS ON PAVEMENT RD 141APPENDIX C.

  • This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time, on Acquireco, the Corporation, all Qualifying Holdco Shareholders, all Qualifying Holdcos, the Shareholders (including those described in section 3.1), all beneficial holders of Shares and all holders of Options, DSUs, RSUs and Share Purchase Rights.

Related to Qualifying Holdco Shareholders

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

  • Company Shareholders means the registered or beneficial holders of the Company 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.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Existing Shareholders has the meaning set forth in the preamble.

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

  • qualifying holding means a direct or indirect holding in an undertaking which represents 10 % or more of the capital or of the voting rights or which makes it possible to exercise a significant influence over the management of that undertaking;

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

  • Ordinary Shareholders means holders of Ordinary Shares;

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • 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.

  • Common Shareholders means the holders of the Common Shares.

  • Scheme Shareholders means the holders of Scheme Shares;

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Common Stockholders means holders of shares of Common Stock.

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

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • 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.

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

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Company Shareholder means any holder of any Company 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;

  • Target Shareholders means the holders of Target Shares;