Stockholders of Buyer definition

Stockholders of Buyer means, collectively, the holders of Buyer Common Stock immediately before the Effective Time (each, individually, a “Stockholder of Buyer”).
Sample 1Sample 2Sample 3
Stockholders of Buyer means, collectively, the holders of Buyer Common Stock immediately before the Effective Time (each, individually, a“Stockholder of
Sample 1Sample 2

Examples of Stockholders of Buyer in a sentence

  • Subject to required approval by the Stockholders of Buyer, Buyer has all necessary corporate power and authority to execute, deliver and perform each Transaction Document to which it is a party.

  • Buyer’s Board of Directors has (a) unanimously approved and adopted this Agreement and the Merger, (b) determined that in its opinion the Merger is in the best interests of the Stockholders of Buyer and is on terms that are fair to the Stockholders of Buyer and (c) recommended that the Stockholders of Buyer approve this Agreement and the Merger.

  • Buyer will, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Buyer and as soon as reasonably practicable after the date of this Agreement, obtain the requisite vote of the Stockholders of Buyer by written consent of the Stockholders of Buyer to approve and adopt the Buyer Articles Amendment, this Agreement and the transactions contemplated hereby, including the Merger.

  • The execution, delivery and performance of the Transaction Documents to which Buyer is a party have been duly authorized by all necessary corporate action on the part of Buyer, subject only to the approval of the Merger by the Stockholders of Buyer as contemplated by Section 6.1(a).

  • Any payment made by the Surviving Corporation to the Stockholders of Buyer in respect of Losses incurred by the Stockholders of Buyer pursuant to this Section 8.1 will be paid in shares of Common Stock of the Surviving Corporation.

  • For purposes of determining the number of shares of Common Stock of the Surviving Corporation to be delivered by the Surviving Corporation to the Stockholders of Buyer pursuant to this Section 8.1, the value of shares of Common Stock of the Surviving Corporation will be determined as provided in Section 8.2.

  • A failure to act promptly would result in serious prejudice to the public interest or the interest of the parties involved by allowing for the inequitable treatment of prefabricated structures, resulting in financial harm and project delays.

  • Buyer and the Principal Stockholders understand and agree that the indemnification by the Principal Stockholders of Buyer Indemnities is not limited to the amount of the Escrowed Cash, and this Agreement is without prejudice to any rights Buyer may have under the Master Agreement, applicable law or otherwise.

  • The minute books of Buyer accurately reflect all material actions and proceedings taken to date by the Stockholders of Buyer, the Board of Directors of Buyer and committees thereof, and such minute books contain true and complete copies of the charter documents of Buyer and all related amendments.

  • Subject to the approval of the Stockholders of Buyer as required by the Nevada Law, after the Effective Time, Buyer will execute and file with the Nevada Secretary of State the Buyer Articles Amendment and thereby effect a one-for-thirty (1:30) reverse stock split whereby each outstanding thirty (30) shares of Buyer Common Stock will be split into one (1) share of Buyer Common Stock (the “Post-Closing Buyer Reverse Stock Split”) in compliance with the Nevada Law.

Related to Stockholders of Buyer

  • Parent Stockholders means the stockholders of Parent.

  • Company Shareholders means holders of Company Shares.

  • Preferred Shareholders means the holders of the Preferred Shares of the Company.

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

  • Common Stockholders means holders of shares of Common Stock.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Principal Shareholders means each of the following Shareholders: Xxxx Xxxxxxxxx and Xxxxx Xxxxxxxx.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Target Shareholders means the holders of Target Shares;

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Majority Shareholders means Xxxx Xxxxx and Xxxxxxxx Xxxxxxx.

  • 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.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “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 Securities Exchange Act of 1934, as amended, 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); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Independent Shareholders means holders of Voting Shares, other than: (i) any Acquiring Person; (ii) any Offeror (other than any Person who, by virtue of Subsection 1.1(f)(v), is not deemed to Beneficially Own the Voting Shares held by such Person); (iii) any Affiliate or Associate of any Acquiring Person or Offeror; (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror; and (v) any employee benefit plan, deferred profit sharing plan, stock participation plan and any other similar plan or trust for the benefit of employees of the Company or a Subsidiary unless the beneficiaries of the plan or trust direct the manner in which the Voting Shares are to be voted or withheld from voting or direct whether the Voting Shares are to be tendered to a Take-over Bid;

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Company Shareholder means a holder of one or more Company Shares;

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Stockholder Shares means the shares of common stock of the Company issued or issuable to the Stockholder in accordance with the terms and conditions of the Reorganization Agreement, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

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

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.