Shareholder Cap definition

Shareholder Cap shall have the meaning set forth in Section 6.2 of the Agreement.
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Shareholder Cap has the meaning set forth in Section 9.5(a).
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Shareholder Cap means the portion of the Final Purchase Price paid to the Shareholder less amounts paid to Purchaser pursuant to the Escrow Agreement (Shareholder).
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Examples of Shareholder Cap in a sentence

  • Subject to Sections 6.3 and 7.14 below, all of the indemnification obligations of either of the Shareholders shall be satisfied exclusively by deduction from the Escrow Shares; provided, that, each Shareholder may elect, at its sole option, to satisfy such indemnification obligation in cash (the "Shareholder Cap").

  • Shareholder Cap" shall have the meaning set forth in Section 6.2 of the Agreement.

  • Notwithstanding the provisions of Section 6.2, any indemnification obligation of STIC arising pursuant to this Section 6.3 shall be satisfied exclusively in cash and will not be subject to the Basket Amount or Shareholder Cap.

  • An Indemnifying Party shall not be obligated to indemnify an Indemnified Party for Losses in excess of the Merger Consideration in the aggregate, and an indemnifying Shareholder shall not be obligated to indemnify an Indemnified Party for Losses in excess of the Merger Consideration received by such Shareholder (the "Shareholder Cap").

  • For example, if a Major Shareholder owns 1,000,000 shares of AGS capital stock and the total number of shares of AGS capital stock owned by all the Major Shareholders combined is 10,000,000 shares, such Major Shareholder would be liable to pay 10% (1,000,000/10,000,000) of any such amount owed, subject to the applicable Major Shareholder Cap.


More Definitions of Shareholder Cap

Shareholder Cap shall have the meaning ascribed to such term in Section 9.4 of this Agreement.
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Related to Shareholder Cap

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • 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).

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

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

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Company Shareholders means holders of Company Shares.

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

  • Preferred Shareholders means the holders of Preferred Shares.

  • Target Shareholders means the holders of Target Shares;

  • Class A Shareholder means a holder of Class A Shares;

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

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • 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).

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “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 Exchange Act, 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).

  • 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;

  • Principal Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Shareholder Debt means any shareholder loan made to the Issuer as debtor, if such loan:

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • 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;

  • Common Stockholders means holders of shares of Common Stock.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.