Stockholder Liabilities definition

Stockholder Liabilities means all Liabilities relating to, arising out of or resulting from stockholder litigation or controversies arising out of or relating to actions or omissions occurring prior to the Effective Time, to the extent unresolved prior to the Effective Time and any amount paid or payable after the Effective Time by Lumentum or any member of the JDSU Group in respect of such Liabilities.
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Stockholder Liabilities means all amounts owed to Stockholders arising from loans, payroll or otherwise arising prior to Closing.
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Stockholder Liabilities means all amounts owed to Stockholders arising from loans, payroll or otherwise arising prior to Closing. “Stockholder Representative” is defined in S ection 8.11.
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Examples of Stockholder Liabilities in a sentence

  • S ection 3.28 of the Disclosure Schedules sets forth two separate true and correct lists of all Indebtedness and all Stockholder Liabilities of MD Office as of the date hereof.

  • All indemnification by a Stockholder hereunder for Special Stockholder Liabilities for Non-Escrowed Amounts (to the extent not satisfied in the manner specified in the preceding sentence) shall be effected, subject to the limitations of this Agreement, by payment of cash or delivery of a cashier's or certified check in the amount of the indemnification liability.

  • Section 3.28 of the Disclosure Schedules sets forth two separate true and correct lists of all Indebtedness and all Stockholder Liabilities of MD Office as of the date hereof.

Related to Stockholder Liabilities

  • Other Liabilities means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries.

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

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

  • Senior Liabilities means all present and future moneys, debts and liabilities due, owing or incurred by the Obligors to any Finance Party under or in connection with any Finance Document (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • 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).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Investor Parties has the meaning set forth in the Preamble.

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

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Expenses and Liabilities has the meaning assigned to such term in ‎Section 5.4(a).

  • Subordinated Liabilities means liabilities subordinated to the Borrower's obligations to the Bank in a manner acceptable to the Bank in its sole discretion.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.