Stockholder Liability definition

Stockholder Liability means any losses, claims, damages or liabilities under the Act with respect to the registration statement, including any preliminary prospectus or final prospectus and any amendments or supplements thereto, arising out of or based upon (a) any untrue or alleged untrue statement of material fact contained therein or (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading.
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Stockholder Liability means any losses, claims, damages or liabilities under the Act with respect to the registration
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Stockholder Liability means any item expressly identified as a Stockholder Liability or Stockholder Indemnity on any schedule to this Agreement, for which the Common Stockholder shall retain liability notwithstanding the disclosure thereof on any such schedule.
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Examples of Stockholder Liability in a sentence

  • Except provided in paragraph 6.1.2, the Company will indemnify and hold harmless the Holder and each other entity or person, if any, controlling the Holder (a "Controlling Person") within the meaning of either Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against any Stockholder Liability (as defined below) to which the Holder or the Controlling Party becomes subject under the Act.

  • The Company shall pay, at or prior to the Closing, the Closing Date Company Transaction Expense Amount and the Closing Date Stockholder Liability Amount.

  • The liability of each Selling Stockholder under the indemnity and contribution provisions of this Section 8 shall be limited to an amount equal to the aggregate offering price of the aggregate number of Shares sold by such Selling Stockholder, less the underwriting discount, as set forth on the front cover page of the Prospectus (“Maximum Stockholder Liability Amount”).

  • Notwithstanding anything contained herein to the contrary, no Stockholder shall have liability hereunder beyond such Stockholder’s Pro Rata Share of Maximum Stockholder Liability.

  • Neither payroll deductions credited to a participant’s account nor any rights with regard to the exercise of a purchase right or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 14) by the participant.

Related to Stockholder Liability

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

  • 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.

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

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

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

  • 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).

  • 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.

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

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

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

  • 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.

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

  • 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.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

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

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

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

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

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

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

  • Investor Party has the meaning set forth in Section 4.7.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Company Shareholders means holders of Company Shares.

  • 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.