For the avoidance of doubt, the EDI Employee Transaction Bonus Shares are not subject to any lock-up agreement or restrictions on Transfer and are not counted as a part of the Selling Parties Parent Shares.
Selling Parties shall have the meaning specified in the preamble.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
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.
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.
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.
Selling Shareholder has the meaning set forth in Section 3.04(a).
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.
Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.
Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.
Purchaser Parent has the meaning set forth in the preamble to this Agreement.
Purchaser Shares means the common shares in the capital of the Purchaser.
Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.
Merger Shares has the meaning set forth in Section 2.2(c).
Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.
Buyer has the meaning set forth in the preamble.
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;
Company Shareholder means any holder of any Company Shares.
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Acquiror has the meaning specified in the Preamble hereto.
Closing Merger Consideration has the meaning set forth in Section 2.02