Selling Equityholders definition

Selling Equityholders has the meaning set forth in the Merger Agreement.
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Selling Equityholders means the holders of Company Units or Blocker Partnership Interests as of the time immediately prior to the Company Merger Effective Time, after giving effect to the Pre-Closing Transactions.
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Selling Equityholders means, collectively, the holders of equity interests (including shares, warrants, SARs and options) in Envigo immediately prior to the effective time of the first merger.
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Examples of Selling Equityholders in a sentence

  • Purchaser further agrees that, as to all communications among WNJ and the Companies, the Sellers, the Selling Equityholders and/or the Sellers’ Representative that relate in any way to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Sellers’ Representative and may be controlled by the Sellers’ Representative and shall not pass to or be claimed by Purchaser or the Companies.

  • In the case of a Shelf Suspension, upon receipt of the notice referred to above, (a) the Holders agree to suspend use of the applicable Prospectus and any Issuer Free Writing Prospectuses in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities and (b) the Selling Equityholders agree to suspend any obligations of Parent to issue Common Stock pursuant to Section 2.9 for the period of the Shelf Suspension.

  • The Company shall remit the gross proceeds thereof (less any underwriting discounts and commissions) relating to the number of any Remaining Excess Shares actually sold by the Company in any such Underwritten Shelf Takedown to the Selling Equityholders in accordance with Section 2.9 of the Merger Agreement.

  • Upon the resolution of all of such Pending Claims, subject to the termination of the Survival Period, any Reserved Shares not required to be transferred to a Parent Indemnified Party as payment with respect to such Pending Claim shall cease to be subject to the restrictions of this Section 7.2 and shall be freely transferrable by the Selling Equityholders and no longer available as a source of payment for any Parent Indemnification Claim hereunder.

  • As of and following the Closing, the Sellers and Selling Equityholders shall cease to use the names “Orthex”, “Vilex”, and any similar names.

  • If any adjustment to the Stock Consideration is required pursuant to this Section 2.3(b), then the Selling Equityholders shall be entitled to receive, in lieu of such Excess Shares, future payments subject to the terms and conditions of Section 2.9.

  • The Selling Equityholders shall not have any liability with respect to Losses that are indemnifiable in accordance with Section 7.2 in excess of $35,000,000 in the aggregate.

  • Prior to the expiration of the Survival Period, Seller Representative shall cause the Selling Equityholders to retain and not transfer to any Person, other than to a Parent Indemnified Party in accordance with this Article VII, 3,500,000 shares of Parent Common Stock (such shares, together, the “Reserved Shares”), which shall be the sole source of payment to any Parent Indemnified Party to recover any Losses pursuant to this Article VII.

  • Purchaser has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Companies, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Sellers, the Selling Equityholders and the Companies for such purpose.

  • Prior to or at the Closing, the Company or Blocker, as applicable, shall have delivered a counterpart of the Tax Receivable Agreement duly executed by the Selling Equityholders who have elected to be party to such Tax Receivable Agreement, to Parent.


More Definitions of Selling Equityholders

Selling Equityholders means, collectively, the Stockholders and the Optionholders.
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Selling Equityholders means Sellers and the Selling Optionholders.
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Selling Equityholders means the Members, the Blockers and all holders of Blocker Equity or other equity interests, collectively.
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Related to Selling Equityholders

  • Equityholders has the meaning set forth in the Preamble.

  • Equityholder has the meaning set forth in the Preamble.

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

  • 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.

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

  • Selling Group has the meaning ascribed thereto in Section 2.2;

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

  • Selling Entity means Parent, any Assignee, and each of their controlled Affiliates (including, from and after the Effective Time, the Company) and Sublicensees.

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Selling Partner has the meaning set forth in Section 8.5.

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

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

  • Selling Shareholders has the meaning set forth in Section 5.6(a)(i).

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

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

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Purchaser’s Group means the Purchaser and its Affiliates from time to time;

  • Selling Member has the meaning set forth in Section 10.5(a).

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

  • 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).

  • Selling Parties has the meaning assigned to such term in the Preamble.

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

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Principal Stockholders shall have the meaning set forth in the preamble.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

  • 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.