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 has the meaning given to such term in the Preamble to this Agreement;
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 each class of shares of beneficial interest 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 holders of Company Shares.
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 has the meaning set forth in the Preamble.
Purchaser Parent has the meaning set forth in the Preamble.
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 Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.
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 a holder of Company Shares.
Seller Entities means the Seller and its affiliates other than the Buyer Entities;
Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Acquiror has the meaning set forth in the Preamble.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).