Stockholder Letter of Transmittal definition

Stockholder Letter of Transmittal has the meaning set forth in Section 1.10(b)(i).
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Stockholder Letter of Transmittal has the meaning set forth in Section 1.16(b) above.
Sample 1
Stockholder Letter of Transmittal means a letter of transmittal in the form of Exhibit E.
Sample 1

Examples of Stockholder Letter of Transmittal in a sentence

  • The payment to a Company Stockholder of the Stock Closing Payment (less the applicable portion of Stockholder Debt of the Company Stockholder to be netted therefrom) with respect to each share of Company Stock underlying each such certificate is conditioned upon (A) the execution and delivery of the Company Stockholder Letter of Transmittal and (B) the delivery of such certificates related thereto (the “Required Documentation”).

  • 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.

  • At or after the Effective Time, each Stockholder shall surrender to the Paying Agent Certificates, duly endorsed in blank or accompanied by duly executed stock powers, together with a duly executed Stockholder Letter of Transmittal, representing (i) the number of shares of Company Stock held by such holder or (ii) the number of shares of Company Stock represented by the Certificates held by such holder which formerly represented shares of stock of IronPlanet, Inc..

  • 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.

  • On the Closing Date or, with respect to any Certificates that have not been surrendered to the Paying Agent on the Closing Date, within two (2) Business Day after surrender of such Certificates, the Paying Agent shall pay each Stockholder who has surrendered his, her or its Certificates, duly endorsed in blank or accompanied by duly executed stock powers, together with a duly executed Stockholder Letter of Transmittal, the amount of cash to which he, she or it is entitled under Section 2.02.

  • By executing or approving this Agreement, or by executing and delivering a WinView Stockholder Letter of Transmittal or a WinView Noteholder Letter of Transmittal, each WinView Securityholder shall have irrevocably authorized and appointed the WinView Securityholder Representative as such Person’s representative and attorney-in-fact to act on behalf of such Person in connection with the matters set forth in Section 5.9.

  • 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.

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

  • 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.


More Definitions of Stockholder Letter of Transmittal

Stockholder Letter of Transmittal is defined in Section 3.3.1(d).
Sample 1
Stockholder Letter of Transmittal is defined in Section 2.5(c)(iv).
Sample 1
Stockholder Letter of Transmittal has the meaning set forth in Section 3.2(g).
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.

  • 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 shall have the meaning set forth in Section 1.6.

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

  • 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.

  • 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.