Securityholder Matters definition

Securityholder Matters means any claim by any current or former Securityholder (or purported securityholder) of an Acquired Company asserting, alleging or seeking to assert rights with respect to any shares of capital stock or options, warrants or securities of an Acquired Company, or rights that are convertible into, exercisable for or exchangeable for shares of capital stock of an Acquired Company, including any claim asserted, based upon or related to (a) the pre-Closing ownership or rights to ownership of any shares of capital stock (including Company Capital Stock), options, warrants, securities, equity interests or equity-linked rights, instruments, arrangements, understandings or Contracts (including Company Warrants and Company Options) of an Acquired Company, (b) any rights of a current or former Securityholder (or purported securityholder) of an Acquired Company existing on or prior to the Closing, including any rights to securities, anti-dilution protection, preemptive rights, rights of first offer or first refusal, or rights to notice or to vote and any claim that any formulas, definitions or provisions related to the consideration payable hereunder or application thereof are incorrect, (c) any rights (including any Company Indemnification Obligations) under the Company Charter or the Company Bylaws (or equivalent governing documents for any Subsidiary of the Company) and any indemnification agreement with an Acquired Company asserted or held by any Person who is or at any time was a director or officer of an Acquired Company with respect to any act or omission on the part of such Person or any event or other circumstance that arose, occurred or existed at or prior to the Closing (provided, however, that to the extent Parent actually recovers from the D&O Tail Policy for such Damages, the amount of the Damages will be calculated net of the amount of such proceeds recovered from the D&O Tail Policy (after deducting therefrom the expenses incurred in procuring such proceeds), and provided further that the foregoing shall not restrict the right of the Securityholders who are the beneficiaries of the D&O Tail Policy to recover from the D&O Tail Policy for their own Damages that are covered by the D&O Tail Policy), (d) any claim that such Person’s securities were wrongfully issued or repurchased by an Acquired Company prior to the Closing, (e) any appraisal or dissenters’ rights resulting in any payments made in connection therewith in respect of shares of Company Capital...
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Securityholder Matters means any claim by any current, former or purported Securityholder, any holder of a Repriced Option, Designated Promised Option, or any other Person, asserting or alleging rights with respect to or in connection with any Securities, Repriced Option or Designated Promised Options, including any claim asserted, based upon or related to (i) the ownership or rights to ownership of any Securities, Repriced Option or Designated Promised Options at any time prior to the Completion, (ii) any rights of a securityholder of the Company or holder of Repriced Options or Designated Promised Options at any time prior to the Completion, including any rights to securities, antidilution protections, preemptive rights, rights of first offer or first refusal or rights to notice or to vote securities of the Company, (iii) any rights under the Organizational Documents, or the Option Plan, in each case, as in effect prior to the Completion, (iv) any actual or alleged breaches of fiduciary duty by any current or former director or officer (in each case, to the extent serving in such role prior to the Completion) of the Company, (v) the Transaction or the Transaction Agreements to which the Company is a party, including any inaccuracy in the Initial Consideration Certificate, the Spreadsheet Certificate or the Funds Flow, or (vi) any claim that such Person’s securities, Repriced Options or Designated Promised Options were not issued or wrongfully issued or repurchased by the Company at any time prior to the Completion, except, in each case, for the right following the Completion and in compliance with the terms of this Agreement the right of such Person to receive such Person’s portion of the Consideration as provided herein and set forth on the Spreadsheet Certificate, the Funds Flow and the Notary Letter. Sellers: has the meaning as defined on the first page of this Agreement.
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Securityholder Matters means any claim by any current or former Securityholder (or purported securityholder) of an Acquired Company asserting, alleging or seeking to assert rights with respect to any shares of capital stock or options, warrants, securities or rights that are convertible into, exercisable for or exchangeable for shares of capital stock of an Acquired Company, including any claim asserted, based upon or related to (a) the ownership or rights to ownership of any shares of capital stock of an Acquired Company (including Company Capital Stock), options, warrants, securities, equity interests or equity-linked rights, instruments, arrangements, understandings or Contracts (including Company Warrants, Company Options, Company RSUs and Company Phantom Units), (b) any rights of a current or former Securityholder (or purported securityholder) of an Acquired Company in such capacity as a securityholder of an Acquired Company, including any rights to securities, anti-dilution protection, preemptive rights, rights of first offer or first refusal, or rights to notice or to vote and any claim that any formulas, definitions or provisions related to the consideration payable hereunder or application thereof are incorrect, (c) any rights (including any Company Indemnification Obligations) under the Company Charter or the Company Bylaws (or equivalent governing documents for any Subsidiary of the Company) and any indemnification agreement between an Acquired Company and any director, officer or securityholder of an Acquired Company (in such capacity), (d) any claim that such Person’s securities in any Acquired Company were wrongfully issued or repurchased by an Acquired Company, (e) with respect to any appraisal or dissenters’ rights in connection with the Transactions, (i) any payments made in connection therewith in respect of shares of Company Capital Stock in excess of the value of the Aggregate Stockholder Consideration that otherwise would have been owed in respect of such shares under this Agreement and (ii) reasonable costs and expenses incurred in connection with such claims, (f) any claim, whether derivative or otherwise, against any director or officer of the Company relating to actions taken by the Company prior to the Closing (including in connection with the sale of the Company and any actual or alleged breach of fiduciary duties by any current or former directors or officers of the Company), (g) any failure of the Consideration Spreadsheet to be true and correct in a...
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Examples of Securityholder Matters in a sentence

  • Under the heading "Securityholder Matters" and under the sub-heading "Meetings of Securityholders", describe the circumstances, processes and procedures for holding any securityholder meeting and for any extraordinary resolution.

  • See "Fees and Expenses – Initial Fees and Expenses" and "Securityholder Matters – Limited Recourse Financings".

  • Upon completion of the Transaction, these stock options were exchanged for Replacement Options (see “Market for Securities and Related Securityholder Matters – Capital Structure – Options”), and immediately thereafter such Replacement Options were forfeited in exchange for 360,000 RSUs.(2) Mr. Wade Larson was appointed as Executive Vice-President of EVC in June 2012.(3) These stock options to purchase EVC Shares vested between April 22, 2012 and June 1, 2013 at exercise prices ranging from $0.75 to$1.12.

  • Securityholder Matters Meetings of Securityholders Under the heading “Securityholder Matters” and under the sub-heading “Meetings of Securityholders”, describe the circumstances, processes and procedures for holding any securityholder meeting and for any extraordinary resolution.


More Definitions of Securityholder Matters

Securityholder Matters means any Action brought or threatened by any current, former or purported securityholder of the Company, or any other Person, asserting, alleging or seeking to assert rights with respect to Company Capital Stock or any consideration due pursuant to any agreement between the Company and any other shares of capital stock or options, warrants, securities or rights that are convertible into, exercisable for or exchangeable for Company Capital Stock or other shares of capital stock or securities of the Company, including any claim asserted, based upon or related to (i) the ownership or rights to ownership of any Company Capital Stock or any other such shares of capital stock, options, warrants, securities or rights, (ii) any rights of a securityholder of the Company, including any rights to securities, anti-dilution protection, preemptive rights, rights of first offer or first refusal, or rights to notice or to vote and any claim that any formulas, definitions or provisions related to the payment of the Total Merger Consideration or application thereof are incorrect, (iii) any rights under the Company Charter Documents, (iv) any claim that such Person’s securities were wrongfully issued or repurchased by the Company, (v) any appraisal or dissenters’ rights, or (vi) any actual or alleged breach of fiduciary duties by any current or former directors or officers of the Company. “Stockholder” means a holder of Company Capital Stock. “Stockholder Indemnified Persons” means the Stockholders and their respective directors, officers, employees, Affiliates, agents, successors and assigns. “Stockholder Indemnifying Parties” means the Effective Time Holders. “Stockholders’ Representative Expenses” has the meaning as set forth in Section 8.4.5. “Subsidiary” means, when used with respect to any corporation, limited liability company, partnership, association, trust or other entity the accounts of which would be consolidated with those of such party in such entity’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, Annex A-10
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Related to Securityholder Matters

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Securityholders means the Noteholders and the Certificateholders.

  • Securityholders Agreement means that certain Securityholders ------------------------- Agreement, dated as of July 22, 1998 and as amended from time to time, among Holdings and the signatories parties thereto.

  • Securityholder means the Person in whose name a Security is registered on the Registrar's books.

  • Shareholder Materials means the Fund’s prospectus, statement of additional information and any other materials relating to the Fund provided to Fund shareholders by the Fund.

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

  • Equityholders has the meaning set forth in the Preamble.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Group of Shareholders means the group of persons: (i) bound by contracts or agreements of any nature, including shareholders’ agreements, either directly or by means of controlled or controlling companies or companies under common control; or (ii) among which there is a controlling relationship; or (iii) that are under common control; or (iv) that act in the representation of a common interest. Examples of persons representing a common interest include: (a) a person holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of another person; and (b) two persons having a third investor in common that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) in the capital stock of each of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universality of rights, or any other forms of organization or enterprise, organized in Brazil or outside Brazil, shall be deemed members of one Group of Shareholders whenever two or more such entities: (y) are managed by one single legal entity or related parties of one single legal entity; or (z) have most of their directors and executive officers in common, but in the case of investment funds with a common manager, only such entities in which the determination of the vote to be held at a Shareholders’ Meetings, as determined by the respective statutes, is in the manager’s sole discretion, shall be deemed as part of the Group of Shareholders;

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Company Proxy Statement has the meaning set forth in Section 3.5.

  • Shareholder Data means all information maintained on the records database of Transfer Agent concerning Shareholders.

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

  • Company SEC Documents has the meaning set forth in Section 3.5(a).

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

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

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

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

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Company IP Registrations means all Company Intellectual Property that is subject to any issuance registration, application or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

  • Unitholders means the holders of Units.

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