Shareholder Basket definition

Shareholder Basket has the meaning specified in Section 11.02(c).
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Shareholder Basket shall have the meaning as given in Section 10.1.
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Examples of Shareholder Basket in a sentence

  • Parent shall thereafter be liable for all Shareholder Losses whether or not in excess of the Shareholder Basket; provided, however, that the Shareholder Indemnitees shall not be entitled to aggregate indemnification under Section 11.02(b)(i) in excess of US$300,000; provided, that such limitation shall not apply to any Shareholder Losses that result because of Parent’s breach of the covenants and agreements contained in Section 2.01, 2.02 or 6.03.

  • Notwithstanding anything contained herein to the contrary, Purchaser may not receive any proceeds from the Escrow Fund unless and until one or several Officer's Certificates (as defined below) identifying Losses in excess of $100,000 in the aggregate (the "Shareholder Basket Amount") has or have been delivered as provided herein, in which case Purchaser shall be entitled to recover any and all Losses (subject to the limitations contained herein) including the Shareholder Basket Amount.

  • The Shareholder shall not indemnify the Bankrate Group for Damages, pursuant to this Article VIII, until the aggregate amount of Damages of the Bankrate Group for which indemnity would be payable exceeds One Hundred Seventy-Five Thousand Dollars ($175,000.00) (the "Shareholder Basket Amount").

  • In seeking indemnification for Damages under this Article IX, the Indemnified Persons will make no Claim unless and until such Damages aggregate at least $65,000 (U.S. dollars), inclusive of legal fees (the "Shareholder Basket"), in which event such Indemnified Persons may make Claims for such Damages (including the first $65,000 (U.S. dollars)).

  • Furthermore, the Shareholders may not receive any proceeds from Purchaser with respect to Losses suffered by such Shareholders unless and until the Shareholders shall have suffered Losses in excess of $100,000 in the aggregate (the "Purchaser Basket Amount"), in which case the Shareholders shall be entitled to recover any and all Losses (subject to the limitations contained herein) including the Shareholder Basket Amount.

  • Notwithstanding the foregoing, there shall not be a Shareholder Basket Amount for Exceptional Damages other than pursuant to Sections 5.15 and 5.24.

  • While a patient may have deconditioned during their time in the acute hospital, it must be recognised that the acute hospital is the least appropriate place to assess a patient’s care needs.

  • Any Buyer Losses arising out of or resulting from or relating to a misrepresentation or breach of a representation or warranty set out in Sections 2.1, 2.2, 2.4, 2.13, 2.15 and 2.16 hereof, and any Buyer Losses described in Sections 7.1(b), (c) and (d) hereof shall not be subject to the Shareholder Basket Amount.

  • Notwithstanding the foregoing, Purchaser shall be entitled to receive payments out of the Escrow Fund for, and the Shareholder Basket Amount shall not apply as a threshold to, any and all claims made with respect to the amount (if any) by which Estimated Net Current Assets exceeds Final Net Current Assets.

  • Notwithstanding the foregoing, the Shareholder Basket shall not apply to Company Taxes, Environmental Liabilities or a breach of a representation or warranty contained in Sections 3.1, 3.2, 4.1, 4.2, 4.3, 4.6 or 4.20 of this Agreement, and the Shareholders shall be fully liable, subject to the limitations in the next sentence, for Damages associated with Company Taxes, Environmental Liabilities or such a breach.

Related to Shareholder Basket

  • Subco Shares means the common shares in the capital of Subco;

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Company Shareholders means holders of Company Shares.

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 10 Priveco Share for 12,380,951 Shares;

  • Ordinary Shareholders means the holders of Ordinary Shares;

  • Ordinary Shareholder means a holder of ordinary shares;

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • 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).

  • Amalco Shares means the common shares in the capital of Amalco;

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016, as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Common Stockholders means holders of shares of Common Stock.

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Newco Shares means the common shares in the capital of Newco;

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.