Stockholder Letter of Transmittal definition

Stockholder Letter of Transmittal shall have the meaning set forth in Section 1.13(b)(i).
Sample 1
Stockholder Letter of Transmittal has the meaning set forth in Section 3.2(g).
Sample 1
Stockholder Letter of Transmittal has the meaning set forth in Section 1.16(b) above.
Sample 1

Examples of Stockholder Letter of Transmittal in a sentence

  • As a condition precedent to each holder’s receipt of the Per Share Merger Consideration or Per Warrant Merger Consideration, as applicable, (A) each Company Stockholder shall deliver an executed Stockholder Letter of Transmittal, and (B) each Warrantholder shall deliver a duly executed and completed Warrant Cancellation Agreement to the Payments Administrator.

  • Prior to the Effective Time, the Paying Agent (or if agreed by the Company, the Company) will send to the holders of Company Stock, the Stockholder Letter of Transmittal.

  • The payment of the Stock Closing Payment with respect to each such certificate(s) is conditioned upon (1) the execution and delivery of such Stockholder Letter of Transmittal, (2) the delivery of such certificates, and (3) the delivery to the Paying Agent of a properly completed and duly executed IRS Form W-9 or IRS Form W-8BEN (or suitable substitute form) establishing an exemption from backup withholding.

  • The Agent shall furnish additional copies of the Stockholder Agreement, the Stockholder Letter of Transmittal and the return envelope as requested and shall accept and respond to telephone requests for information relative to the procedures for the delivery of Stockholder Agreements and the surrender of Certificates.

  • UCG has no other securities, warrants or options authorized or issued.

  • After receipt of such Stockholder Letter of Transmittal, such Company Stockholder shall surrender the certificates representing his, her or its shares of the Company Capital Stock (the “Company Stock Certificates”) to the Exchange Agent for cancellation together with a duly completed and validly executed Letter of Transmittal.

  • After receipt of such Stockholder Letter of Transmittal and any other documents that Parent or the Payment Agent may reasonably require in order to effect the exchange (the “Exchange Documents”), such Company Stockholder shall surrender the certificates representing his, her or its shares of Company Converted Capital Stock (the “Company Stock Certificates”) to the Payment Agent for cancellation together with duly completed and validly executed Exchange Documents.

  • The portion of the Merger Consideration allocated to each Stockholder shall be paid and distributed to such Stockholder by the Exchange Agent as provided in the Stockholder Letter of Transmittal.

  • Parent shall, or shall cause the Exchange Agent to, mail, as promptly as reasonably practicable following the Effective Time, to each Company Stockholder who holds a certificate or certificates that, as of immediately prior to the Effective Time, represented shares of Company Capital Stock (the “Certificates”) a Stockholder Letter of Transmittal.

  • After receipt of a Stockholder Letter of Transmittal and any other documents required pursuant to the Stockholder Letter of Transmittal (the “Exchange Documents”), such Company Stockholder will surrender all certificates representing shares of Company Capital Stock to the Paying Agent for cancellation together with duly completed and validly executed Exchange Documents.


More Definitions of Stockholder Letter of Transmittal

Stockholder Letter of Transmittal is defined in Section 2.5(c)(iv).
Sample 1
Stockholder Letter of Transmittal is defined in Section 3.3.1(d).
Sample 1
Stockholder Letter of Transmittal means a letter of transmittal in the form of Exhibit E.
Sample 1

Related to Stockholder Letter of Transmittal

  • Letter of Transmittal means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

  • Letter of Transmittal and Election Form means the letter of transmittal and election form for use by the Corporation Shareholders with respect to the Arrangement;

  • Transmittal Letter has the meaning specified in Section 3.1(a).

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Beneficial shareholder means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

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

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Beneficial Shareholders means shareholders who do not hold Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Investor Letter means that certain Investor Letter, substantially in the form attached hereto as Exhibit B.

  • Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.

  • Insider Letter means that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s officers, directors and director nominees.

  • Company Stock Certificate has the meaning set forth in Section 1.7.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Notice of Transfer With regard to Distressed Mortgage Loans that will become Transferred Mortgage Loans, the notice given by the related Prior Servicer (if such Prior Servicer is Aurora) to the Master Servicer, the applicable Custodian, the Trustee and the Special Servicer or by the Master Servicer (if the related Prior Servicer(s) are not Aurora) to the Prior Servicer(s), the applicable Custodian, the Trustee and the Special Servicer, in each case substantially in the form of Exhibit A hereto.

  • Stock Certificate With respect to a Cooperative Loan, a certificate evidencing ownership of the Cooperative Shares issued by the Cooperative.

  • Selling Shareholder Questionnaire shall have the meaning set forth in Section 3(a).

  • Investor Questionnaire has the meaning set forth in Section 5.8.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Cooperative Stock Certificate With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.

  • 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;

  • Lock-Up Shares has the meaning set forth in Section 4.1.

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

  • Certificate of Beneficial Ownership means, for each Borrower, a certificate in form and substance acceptable to Agent (as amended or modified by Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of such Borrower.