Tagging Shareholders definition

Tagging Shareholders means: (i) the H&F Investor under the Shareholders’ Deed and/or any of its Affiliates;(ii) nInvestment 1 ApS, Bamboh Co-Investments ApS, Stargazer Invest ApS, Investment Lux S.C.Sp. and EmpCo A/S under the Management Sell-Down Letter, in each case to the extent they have not waived their relevant rights thereunder; and (iii) Mercury, AB Europe, Eagle SCA, and/or any of their respective Affiliates.The Call Option can be exercised by CDPE according to specific terms and conditions provided under the Shareholders’ Agreement, among which:
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Tagging Shareholders has the meaning set forth in Section 7.05(a).
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Tagging Shareholders has the meaning given in clause 18.2;
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Examples of Tagging Shareholders in a sentence

  • The Tagging Shareholders must, if requested by the Proposed Seller, represent and warrant to the Proposed Purchaser on completion of the Transfer of the Tagging Securities that they are the legal owners of the Tagging Securities and have full power and authority to Transfer the Tagging Securities free of any Encumbrances but will not be required to provide any other representations or warranties.

  • In selling their Tag Securities pursuant to their co-sale right hereunder, the Tagging Shareholders shall not be required to give any representations or warranties with respect to their Tag Securities except to confirm that they have not transferred or encumbered such Tag Securities.

  • For the avoidance of doubt, the Tagging Shareholders shall not be obligated to pay any fees or deal expenses of the Selling Shareholder(s) or of any other Person in connection with the exercise of its rights under this Article 6.3.4.

  • Each of the Tagging Shareholders desiring to accept the Tag-Along Offer shall, within sixty (60) days after the date the Tag-Along Notice is received by such Tagging Shareholder (the “Tag-Along Notice Period”), deliver a written notice to Toshiba US (the “Tag-Along Exercise Notice”).

  • If Toshiba US receives a bona fide offer to Transfer from a third party (a “Tag-Along Offer”), in one transaction or in a series of related transactions, a majority of the Shares held by it as of the Closing Date which it desires to accept, Toshiba US shall then cause the Tag-Along Offer to be reduced to writing and shall provide written notice (the “Tag-Along Notice”) of such Tag-Along Offer to the Tagging Shareholders in the manner set forth in this Section 7.05.

  • The Tagging Shareholder shall have thirty (30) calendar days from the date the Tag Notice is given to notify the Purchasing Shareholder in writing of such Tagging Shareholder's irrevocable election to buy the Tag Shares (the "Tag Acceptance").

  • In the event such third party purchaser shall modify the Tag-Along Offer in any way, Toshiba UK shall send an amended Tag-Along Notice to the Tagging Shareholders reflecting such modifications and each Tagging Shareholder shall have until the later of thirty (30) days after the date such amended Tag-Along Notice is received by the it or the end of the original Tag-Along Notice Period, to deliver an amended Tag-Along Exercise Notice.

  • Each of the Tagging Shareholders desiring to accept the Tag-Along Offer shall, within sixty (60) days after the date the Tag-Along Notice is received by such Tagging Shareholder (the “Tag-Along Notice Period”), deliver a written notice to Toshiba UK (the “Tag-Along Exercise Notice”).

  • If, within 120 calendar days after delivery of the Tag-Along Response Notice, the Selling Shareholder(s) have not completed the transfer or sale of its Shares on the same terms and conditions set forth in the Tag Offer Notice, the Selling Shareholder(s) shall return to each Tagging Shareholder any documents in the possession of the Selling Shareholder(s) executed by the Tagging Shareholders in connection with the proposed Tag Sale.

  • However, the Tagging Shareholders shall not be required to make any representation or warranties to the Competitor, other than as to good title to the Tagged Shares, absence of liens with respect to the Tagged Shares, customary representations and warranties concerning the Tagging Shareholders’ power and authority to undertake the proposed Transfer, and the validity and enforceability of the Tagging Shareholders obligations in connection with the proposed Transfer.


More Definitions of Tagging Shareholders

Tagging Shareholders has the meaning set forth in Section 4.03(a).
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Tagging Shareholders has the meaning set forth in Section 7.05(a). “Toshiba” has the meaning set forth in the recitals. “Toshiba Budget Calendar” has the meaning set forth in Section 4.03(a). “Toshiba US” has the meaning set forth in the recitals. “Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of Shares, either voluntarily or involuntarily and with or without consideration. “Transferring Shareholder” has the meaning set forth in Section 7.04(a). 6
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Tagging Shareholders means: (i) the H&F Investor under the Shareholders’ Deed and/or any of its Affiliates; (ii) nInvestment 1 ApS, Bamboh Co-Investments ApS, Stargazer Invest ApS, Investment Lux S.C.Sp. and EmpCo A/S under the Management Sell-Down Letter, in each case to the extent they have not waived their relevant rights thereunder; and (iii) Mercury, AB Europe, Eagle SCA, and/or any of their respective Affiliates. The Call Option can be exercised by CDPE according to specific terms and conditions provided under the Shareholders’ Agreement, among which:
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Related to Tagging Shareholders

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • 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).

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Major Shareholders Means a person who has an interest or interests in one or more

  • 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.

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

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • Existing Shareholders has the meaning set forth in the preamble.

  • Target Shareholders means the holders of Target Shares;

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Common Shareholders means the holders of the Common Shares.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Section 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Section 6.8 or 6.17 and any one of them, as the context may require.

  • Ordinary Shareholders means holders of Ordinary Shares;

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • 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.

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.