Selling Shareholder Proceeds definition

Selling Shareholder Proceeds means the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by the Selling Shareholder pursuant to this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (e) and (f) are several in proportion to their respective purchase obligations hereunder and not joint.
Sample 1Sample 2Sample 3
Selling Shareholder Proceeds means, with respect to any Selling Shareholder, the net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) received by such Selling Shareholder from the sale of the Shares to the Underwriters pursuant to the terms of this Agreement.
Sample 1Sample 2
Selling Shareholder Proceeds means all amounts received by Holding, Borrower or any Subsidiary from or with respect to (a) the amounts deposited with NationsBank, N.A. (South) pursuant to the Escrow and Depository Agreement, dated as of February 28, 1997, among Holding, Borrower, certain former shareholders of Southland Holding Company and NationsBank, N.A. (South), or (b) any arbitration, claim, demand or proceeding commenced by or against the Borrower and/or Holding (whether now existing or hereafter arising) and involving Lester G. Gegenheimer, Jxxx X. Xxxxxxx, Xx., or Xxxxxxx X. Xxxxxxx, xxxx, xx xxxx case, (i) all attorneys fees and expenses actually paid or accrued by Holding or the Borrower with respect to any litigation or arbitration commenced to obtain such amounts, and (ii) all such amounts received solely as a result of tax liabilities of the Borrower or Holding arising prior to February 28, 1997 and which are actually paid by the Borrower or Holding in satisfaction of such tax liability.
Sample 1

Examples of Selling Shareholder Proceeds in a sentence

  • The liability of each Selling Shareholder under the contribution agreement contained in this paragraph shall be limited to an amount equal to the Selling Shareholder Proceeds.

  • Notwithstanding the provisions of this Section 10, (i) the Underwriter shall not be required to contribute any amount in excess of the underwriting discounts and commissions received by it in connection with the Offered Shares underwritten by it and distributed to the public and (ii) the Selling Shareholder shall not be required to contribute any amount in excess of the Selling Shareholder Proceeds.

  • Notwithstanding the provisions of this Section 7, in no event shall (i) an Underwriter be required to contribute any amount in excess of the underwriting commissions received by such Underwriter in connection with the Securities underwritten by it and distributed to the public or (ii) a Selling Shareholder be required to contribute any amount in excess of its Selling Shareholder Proceeds.

  • Each Selling Shareholder’s obligation to contribute pursuant to this Section 7 is several and not joint, and in proportion to its respective Selling Shareholder Proceeds.

  • The aggregate liability of each Selling Shareholder under the contribution provisions contained in this paragraph and the indemnification provisions contained in paragraph 11(b) shall be limited to an amount equal to the Selling Shareholder Proceeds of such Selling Shareholder.

  • Notwithstanding anything to the contrary herein, the Selling Shareholder shall not be liable under the indemnity or contribution provisions of this Section 9 in excess of an amount equal to the Selling Shareholder Proceeds (as defined in paragraph (f) below).

  • The liability of each Selling Shareholder under the contribution agreement contained in this paragraph shall be limited to an amount equal to the aggregate Selling Shareholder Proceeds.

  • The liability of each Selling Shareholder under the contribution agreement contained in this paragraph shall be limited to an amount equal to the Selling Shareholder Proceeds less any amounts such Selling Shareholder is obligated to pay under Section 11(a) above.

  • The Underwriter’s obligations to contribute pursuant to this Section 7 are several in proportion to the number of Securities set forth opposite their respective names in Schedule A hereto and not joint; and the Selling Shareholders’ to contribute pursuant to this Section 7 are several in proportion to their respective Selling Shareholder Proceeds.

  • Notwithstanding the foregoing provisions, the liability of each Selling Shareholder under the contribution agreement contained in this Section 9(e) and the indemnity agreement contained in Section 9(b) shall not exceed in the aggregate an amount equal to the Selling Shareholder Proceeds of such Selling Shareholder.

Related to Selling Shareholder Proceeds

  • 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.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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

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

  • 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.

  • Forward Purchase Shares shall have the meaning given in the Recitals hereto.

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

  • 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.

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;

  • Remaining Shares has the meaning set forth in Section 4.1.2.

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

  • Selling Parties shall have the meaning specified in the preamble.

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Forward Purchaser has the meaning set forth in the introductory paragraph of this Agreement.

  • Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • ASA Shares has the meaning set forth in 2.4(a).

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Controlling Shareholder means any shareholder owning more than fifty