Shareholder Closing definition

Shareholder Closing. Conditions is defined in Section 8.2. Shareholder is defined in the preamble of this Agreement. Straddle Period is defined in Section 7.1(c). Suit means any action, suit, proceeding, arbitration, hearing or investigation (whether civil, criminal, administrative or investigative in nature, and whether formal or informal) by, before or in any court, Governmental Authority or arbitrator. Tax means any federal, state, provincial, local, municipal or foreign income, gross receipts, capital stock, profits, withholding, social security, unemployment, real property, personal property, stamp, excise, occupation, sales, use, value added, estimated or other tax (including any related interest, fines, penalties and additions), whether disputed or not. Tax Return means any return (including any information return), report, statement, form or other document required to be filed with or submitted to any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax.
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Examples of Shareholder Closing in a sentence

  • Pending Closing, the Parties shall use commercially reasonable efforts to take all actions that may be necessary to close the Transaction in accordance with the terms of this Agreement (but Fenix shall not be required to waive any of the Fenix Closing Conditions, and the Shareholders shall not be required to waive any of the Shareholder Closing Conditions).

  • Pending Closing, the Parties shall use commercially reasonable efforts to take all actions that may be necessary to close the Transaction in accordance with the terms of this Agreement (but F5 Finishes shall not be required to waive any of the F5 Finishes Closing Conditions, and Shareholder shall not be required to waive any of the Shareholder Closing Conditions).

  • All other representations and warranties made by the Shareholders in this Agreement, the Shareholder Closing Certificate and in any certificate or other writing delivered by the Seller pursuant to this Agreement shall be true in all material respects at and as of the Closing Date, as if made at and of the Closing Date, except for representations and warranties made as of a specified date which shall be true in all material respects as of such specified date.

  • Shareholder Closing Certificate" shall have the meaning set forth in Section 5.1(d)(iii) of the Agreement.

  • Pending Closing, the Parties shall use commercially reasonable efforts to take all actions that may be necessary to close the Transaction in accordance with the terms of this Agreement (but F5 Finishes shall not be required to waive any of the F5 Finishes Closing Conditions, and the Shareholders shall not be required to waive any of the Shareholder Closing Conditions).

  • GSME shall have received a certificate with respect to the foregoing signed on behalf of Plastec by an authorized officer of Plastec (with respect to the representations and warranties of Plastec) (the “Plastec Closing Certificate”) and by each of the Plastec Shareholders (with respect to the representations and warranties of such Plastec Shareholder (each, a “Plastec Shareholder Closing Certificate”).

  • Shareholders have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform their obligations pursuant to this Agreement, and Shareholders and Sorisole have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform their obligations pursuant to the Shareholder' Closing Documents.

  • Each holder of Non-Qualified Company Common Stock shall be entitled to receive upon the Effective Time the amount in cash equal to (A) the Non-Qualified Shareholder Closing Cash Amount divided by number of shares of Non-Qualified Company Common Stock outstanding at Closing multiplied by (B) the number of shares of Non-Qualified Company Common Stock held of record by such Non-Qualified Shareholder that has been converted into the right to receive the Common Stock Merger Consideration.

  • The closing of the purchase and sale contemplated by Section 2.01 above shall take place immediately after the Selling Shareholder Closing at the same location as the Selling Shareholder Closing (such closing being called the “Closing,” and such date and time being called the “Closing Date”).

  • The representations and warranties contained in Article V shall be true, complete and correct in all material respects as of the Selling Shareholder Closing.

Related to Shareholder Closing

  • Company Shareholders means holders of Company Shares.

  • Target Shareholders means the holders of Target Shares;

  • Second Closing has the meaning set forth in Section 2.2.

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

  • Company Shareholder means a holder of one or more Company Shares;

  • 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).

  • First Closing has the meaning set forth in Section 2.1(a).

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Existing Shareholders has the meaning set forth in the preamble.

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

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

  • 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.

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

  • 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;

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Parent Stockholders means the holders of Parent Common Stock.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • 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).

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • 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.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial 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 Initial Registration Statement.

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