Stockholder Payment definition

Stockholder Payment shall have the meaning set forth in subsection 7.6 hereof.
Sample 1Sample 2Sample 3
Stockholder Payment means the sum of (A) the Market Value of the Buyer Common Shares issuable pursuant to Section 1.5 upon the conversion of Common Shares owned by the applicable Management Participant (or by any member of such Management Participant's family to the extent acquired by gift from such Management Participant) as of the Effective Time (other than such Common Shares acquired upon conversion of Preferred Shares), plus (B) the Option Value of all Assumed Convertible Securities owned by the applicable Management Participant that are vested and exercisable as of the Effective Time.
Sample 1Sample 2Sample 3
Stockholder Payment means, with respect to the Company, between the date of the Interim Balance Sheet and Closing, except as set forth on Schedule 1.01(d), (i) the declaration or payment of any dividend on, redemption or purchase of or other distribution in respect of, any of its capital stock or other equity or voting interests; (ii) the making of any payment in respect of salaries, pension contributions, performance or other bonuses or other reimbursements, benefits or expenses to any employee, officer, director or independent contractor of the Company, other than payment or other provision of salaries, benefits and customary directors’ fees to officers and directors of the Company, in each case, in the ordinary course of business consistent with past practice; (iii) the sale, transfer, license or other disposition of (including by lease or license) any asset, property or right that is (x) not in the ordinary course of business consistent with past practice or (y) not on arms’ length terms (including with respect to price); (iv) the making of any payment to any Related Party or that benefits any Related Party, other than the payment or other provision of salaries, benefits and customary directors’ fees to officers and directors of the Company, in each case, in the ordinary course of business consistent with past practice; (v) the waiver of any amount owed to the Company by any Related Party; or (vi) the agreement or commitment to take any of the foregoing actions.
Sample 1Sample 2Sample 3

Examples of Stockholder Payment in a sentence

  • Any portion of the Escrow Amount remaining after payment of the Additional Stockholder Payment shall be released to Parent.

  • Until a Stockholder delivers the Letter of Transmittal and Certificates and any additional information or documentation required by this Section 2.3(b), such Stockholder’s Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery the applicable Stockholder Payment Amount.

  • Each former holder of Company Common Stock that received the Per Share Amount pursuant to Section 2.1(a) hereof shall be entitled to receive an amount of cash equal to the Escrow Per Share Amount (as defined in Section 2.6(d)(i) hereof), with the interest earned thereon while held by the Escrow Agent (the aggregate amount of cash payable to such former holders of Company Common Stock is referred to herein as the "Additional Stockholder Payment").

  • At any time after the Effective Time, upon receipt by Parent of such Stockholder’s Letter of Transmittal and Certificates and any additional information or documentation required by this Section 2.3(b), Parent or the Surviving Corporation will issue in exchange for such Stockholder’s Certificate the applicable Stockholder Payment Amount to such Stockholder.

  • The cash portion of the Escrow Remainder equal to the difference between the Escrow Remainder and the Additional Stockholder Payment shall be released to Parent.

  • If a fraction of a share of Focus Stock would otherwise be issuable pursuant to this Section 2.8(b), such fraction shall be rounded up or down to the nearest whole number (i.e., up to one whole share of Focus Stock or down to zero), and the cash portion of the Closing Stockholder Payment shall be adjusted accordingly.

  • If the Estimated Adjustment Amount is a negative number, the Closing Stockholder Payment shall be decreased by the Estimated Adjustment Amount; if the Estimated Adjustment Amount is a positive number, the Closing Stockholder Payment shall be increased by the Estimated Adjustment Amount.

  • A complete and accurate list of the name and address, as reflected in the Company’s books and records, of each Person that is entitled to a portion of the Designated Stockholder Payment.

  • Prior to Closing, the Company shall use commercially reasonable efforts to reach a preliminary agreement with counsel to the former stockholders of Scheduled Airlines Traffic Offices, Inc., a Delaware corporation, (the "Former Stockholders") to make contingent payments due to the Former Stockholders (the "Former Stockholder Payment").

  • Avril, et al., C.A. 2019-0633- SG, awarding attorney’s fees amounting to roughly 20% of the fund.74The fee request of $206,500.00, representing 25% of the Stockholder Payment before expenses, comports with the fees recently awarded in In re Handy & Harman, Ltd.


More Definitions of Stockholder Payment

Stockholder Payment has the meaning set forth in Section 2.6(f)(iii).
Sample 1
Stockholder Payment means (i) any dividend or other distribution on any Equity Securities of the Borrower and (ii) any payment on account of the purchase, redemption, retirement or acquisition of (a) any Equity Securities of the Borrower or (b) any option, warrant or other right to acquire Equity Securities of the Borrower.
Sample 1

Related to Stockholder Payment

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

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

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

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

  • 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).

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Common Stockholders means holders of shares of Common Stock.

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • 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).

  • 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.”

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Company Shareholder means a holder of Company Shares.

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Company Shareholders means holders of Company Shares.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Rollover Shares has the meaning given in the recitals.

  • Class A Shareholder means a holder of Class A Shares;

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

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).