Surviving Holder definition

Surviving Holder has the meaning ascribed to such term in Section 2.2.
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Surviving Holder has the meaning ascribed to such term in Section 2.2. “Termination of Relationship” means (a) if the Subject Party is an employee of the Company or any Subsidiary, the termination of the Subject Party’s employment relationship 7 with the Company or such Subsidiary for any reason, (b) if the Subject Party is a consultant or other independent contractor to the Company or any Subsidiary, the termination of the Subject Party’s consulting or independent contractor relationship with the Company or such Subsidiary for any reason, and (c) if the Subject Party serves as a member of the board of directors (or equivalent governing body) or as a director of any Subsidiary or Affiliate of the Company and is not an employee thereof, the termination of such service for any reason; provided, that there shall be no “Termination of Relationship” in situations where the Subject Party, in agreement with the Company or its Subsidiaries, around the same time enters into a new employment or service agreement with the Company or any of its Subsidiaries or takes up a director mandate in the Company or any of its Subsidiaries or continues another existing employment or service agreement or director mandate with/in the Company or any of its Subsidiaries. “TopCo Parent” means has the meaning ascribed to such term in the preamble. “TopCo Parent Agreement” means the Fourth Amended and Restated Limited Partnership Agreement of TopCo Parent, dated as of the date hereof, by and among TopCo Parent, Prime Security Services TopCo Parent GP, LLC, as general partner, the limited partners as listed from time to time in the ledge maintained by TopCo Parent, and the warrantholders as listed from time to time in the ledger maintained by TopCo Parent, as the same may be amended, restated and/or modified from time to time. “TopCo Parent Director” means any director of the Company or its Subsidiaries who is also a general partner, partner, managing director, manager, officer, director or principal of TopCo Parent or any Affiliate of TopCo Parent (including TopCo Parent GP). “TopCo Parent GP” means Prime Security Services TopCo Parent GP, LLC, a Delaware limited liability company. “Underwriters Lock-Up Period” has the meaning ascribed to such term in Section 15.17. “Underwritten Offering” has the meaning ascribed to such term in Section 10.10(f). Section 2.
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Surviving Holder has the meaning ascribed to such term in Section 2.2. “Tag Along Holder” has the meaning ascribed to such term in Section 4.2(a). “Tag Along Notice” has the meaning ascribed to such term in Section 4.2(a). “Tag Along Option” has the meaning ascribed to such term in Section 4.2(a).
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Examples of Surviving Holder in a sentence

  • If the spouse of a Holder dies, and all or any portion of the Common Stock registered in the name of such Holder (the “Surviving Holder”) vests in or is transferable to any heir or legatee other than the Surviving Holder, the Surviving Holder shall promptly notify the Company of such event.

  • The Surviving Holder shall have the option to purchase all of the Common Stock vesting in or transferable to such heir or legatee for an amount equal to the Purchase Price, and such heir or legatee and the estate of the deceased spouse shall be obligated to sell such Common Stock to the Surviving Holder for such Purchase Price.

  • The Surviving Holder shall, within five (5) days after the expiration of such one hundred fifty (150) day period, deliver written notice to the Company as to whether the Surviving Holder has purchased all of the Common Stock vesting in or transferable to any such heir or legatee.

  • The Surviving Holder shall have the option to purchase all or any portion of the Stock vesting in or transferable to such heir or legatee for the Purchase Price, and such heir or legatee and the estate of the Deceased Spouse shall be obligated to sell such Stock to the Surviving Holder for the Purchase Price.

  • The Surviving Holder shall, within 5 days after the expiration of such 30-day period, deliver written notice to the Company as to whether the Surviving Holder has purchased all of the Passing Share Interest.

  • Within 60 days after receipt of the Passing Interest Notice by the Company, the Board shall determine or cause to be determined the Fair Market Value of the Passing Share Interest for purposes of determining the Purchase Price and deliver written notice thereof to the Surviving Holder, the estate of the Deceased Spouse and the heirs and legatees identified in the Passing Interest Notice (“Deceased FMV Notice”).

  • If the spouse of a Holder dies, and all or any portion of the Common Stock registered in the name of such Holder (“Surviving Holder”) vests in or is transferable to any heir or legatee other than the Surviving Holder, the Surviving Holder shall promptly notify the Company of such event.

  • If the spouse of a Holder dies (the "Deceased Spouse") and all or any portion of the Stock registered in the name of such Holder (the "Surviving Holder") vests in or is transferable to any heir or legatee of the Deceased Spouse other than the Surviving Holder, the Surviving Holder shall promptly notify the Company of such event.

  • If the Deceased Purchase Notice states that the Surviving Holder has not purchased all such Stock, or if no Deceased Purchase Notice is delivered to the Company within such five-day period, all such heirs and legatees shall be deemed to have made an irrevocable offer ("Offer") of all such Stock to the Eligible Offerees to be accepted in accordance with Section 4.

  • The Surviving Holder shall have the option to purchase all or any portion of the Passing Share Interest for the Purchase Price, and the estate of the Deceased Spouse shall be obligated to sell the Passing Share Interest to the Surviving Holder for the Purchase Price.

Related to Surviving Holder

  • Dissenting Holder means a registered holder of Shares as of the record date of the Meeting who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

  • Existing Holder means a Broker-Dealer, or any such other Person that may be permitted by the Trust, that is listed as the holder of record of APS in the Share Books.

  • Electing Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(a)(i) or 3(a)(ii) hereof.

  • Surviving Person means, with respect to any Person involved in or that makes any Disposition, the Person formed by or surviving such Disposition or the Person to which such Disposition is made.

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • 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).

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Surviving Corporation has the meaning set forth in Section 2.1.

  • Effective FTR Holder means:

  • FTR Holder means the PJM Member that has acquired and possesses an FTR.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

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

  • Existing Holders shall have the meaning given in the Preamble.

  • Insider Shares means all shares of Common Stock of the Company owned by an Insider immediately prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a Registration Statement.

  • Surviving Entity has the meaning set forth in Section 2.1.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Requesting Holder shall have the meaning given in subsection 2.1.1.

  • Surviving Company has the meaning set forth in Section 2.1.

  • Controlling Holder means, as of any date of determination:

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).

  • Dissenting Stockholder has the meaning set forth in Section 2.7.