New Members As Defined By the Public Employees’ Pension Reform Act of 2013 (PEPRA)
Initial Members means those Persons whose names are set forth in the first sentence of this Agreement. A reference to an “Initial Member” means any of the Initial Members.
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).
Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.
PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.
Founders means all Members immediately prior to the consummation of the IPO.
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).
Consortium Members means the members of the Consortium, formed by the Bidder for purposes of the Transaction in accordance with this RFP and shall include members who have submitted the Format for Consortium Agreement (Annexure 5) specified in the RFP.
Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).
Class B Members means the Members holding Class B Units.
Members means the persons who are duly registered as the holders from time to time of shares in the register including persons who are jointly so registered.
Remaining Members has the meaning set forth in Section 11.2.
Class A Members means those Members who have purchased Class A Interests.
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;
Shareholders’ Representative has the meaning set forth in the Preamble.
Unit Holders means all Unit Holders.
Shareholder Representative has the meaning set forth in the preamble.
Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;
Associate Members means the individuals or firms which have agreed to Joint Venture in connection with the Project;
Principal Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.
Faculty member means any person hired by the college or District to conduct classroom or teaching activities or who is otherwise considered by the college to be a member of faculty.
Participating Entities and “Participating Entity” are defined on the Coversheet.
Investor Parties has the meaning set forth in the Preamble.
crew member means a person assigned by an operator to duty on an aircraft during a flight duty period;
Ordinary Member means a member of the Club other than a Life member, Honorary member, Temporary member or Provisional member of the Club.
Stockholders’ Representative has the meaning set forth in the Preamble.