Target Securityholder definition

Target Securityholder means any Person who or which holds any Target Securities.
Sample 1Sample 2Sample 3
Target Securityholder means a person who is registered in the Register as the holder of Target Securities, and Target Securityholders means all of them. Tax Act means the Income Tax Assessment Act 1997 (Cwlth) or the Income Tax Assessment Act 1936 (Cwlth) as relevant. Tax Opinion means the tax letter from the Tax Opinion Provider included in the Explanatory Memorandum. Tax Opinion Provider means the provider of the tax opinion in respect of the Proposal appointed by Target RE. Timetable means the timetable set out in Schedule 4.
Sample 1
Target Securityholder means any holder of Company Common Stock or a Company Stock Option as of immediately prior to the Merger.
Sample 1

Examples of Target Securityholder in a sentence

  • Should no Target Securityholder Consideration remain after the distribution pursuant to Section 3.1, at the Effective Time, each share of Target Capital Stock issued and outstanding as of the Effective Time shall cease to be outstanding and the holder of such shares of Target Capital Stock shall not be entitled to any consideration in respect of such shares of Target Capital Stock.

  • The parties acknowledge that the Target Securityholders are intended third party beneficiaries and, in each Target Securityholder’s individual capacity or through a designated representative, shall be entitled to enforce the provisions of this Agreement including without limitation, enforcement of any obligations owed at or after the Closing to any Target Securityholder under this Agreement.

  • For the avoidance of doubt, all issued and any outstanding Target Securities shall be cancelled and converted and represent the right to receive a portion of Target Securityholder Consideration, if any, pursuant to Section 3.2 below.

  • No other corporate proceedings on the part of Target or any of its Subsidiaries are necessary to authorize this agreement, the performance by Target of its obligations under this agreement and, subject to the Target Securityholder Approval, the Transactions.

  • On December 16, 2009, the board of directors of Target unanimously approved this agreement and the Transactions and resolved to recommend to Target Shareholders that Target Shareholders give the Target Securityholder Approval.

  • The execution and delivery of this agreement by Target and the consummation by Target of the Transactions have been duly authorized by all necessary corporate action on the part of Target, subject to the Target Securityholder Approval.

  • Subject to Closing, each Target Securityholder holding or beneficially owning more than 1% of Purchaser Class A Common Stock (including shares underlying the Preferred Stock) upon the consummation of the Merger (a “Lock-Up Target Securityholder”) is to enter into a Post-Closing Target Securityholder Lock-Up Agreement for a period of 12 months.

  • To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Target Securityholder in respect of which such deduction and withholding was made; provided that, such withheld amounts are actually remitted to the appropriate taxing authority.

  • As promptly as practicable after receipt of the Target Information Statement, Target shall cause the Target Information Statement and all other documentation required in connection with the Target Meeting to be sent to each Target Securityholder and to any other party whose consent is required for approval of the Arrangement in accordance with applicable Laws.

  • The term "Target Securityholder" shall mean any holder of Company Common Stock or a Company Stock Option as of immediately prior to the Merger.

Related to Target Securityholder

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

  • Securityholder means the Person in whose name a Security is registered on the Registrar's books.

  • Securityholder or Holder Any Noteholder or a Certificateholder.

  • Company Shareholder means a holder of Company Shares.

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

  • Registered Shareholder means a registered holder of PUF Shares as recorded in the shareholder register of the Company maintained by Computershare;

  • Registered Shareholders means registered holders of our Shares on the Record Date.

  • Company Shareholders means holders of Company Shares.

  • Securityholders means the Noteholders and the Certificateholders.

  • Controlling Shareholder means any shareholder owning more than fifty

  • 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 Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Preferred Shareholder means any holder of Preferred Shares.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • 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.

  • Target Shareholders means the holders of Target Shares;

  • Group of Shareholders means the group of persons: (i) bound by contracts or agreements of any nature, including shareholders’ agreements, either directly or by means of controlled or controlling companies or companies under common control; or (ii) among which there is a controlling relationship; or (iii) that are under common control; or (iv) that act in the representation of a common interest. Examples of persons representing a common interest include: (a) a person holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of another person; and (b) two persons having a third investor in common that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) in the capital stock of each of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universality of rights, or any other forms of organization or enterprise, organized in Brazil or outside Brazil, shall be deemed members of one Group of Shareholders whenever two or more such entities: (y) are managed by one single legal entity or related parties of one single legal entity; or (z) have most of their directors and executive officers in common, but in the case of investment funds with a common manager, only such entities in which the determination of the vote to be held at a Shareholders’ Meetings, as determined by the respective statutes, is in the manager’s sole discretion, shall be deemed as part of the Group of Shareholders;

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Dissenting Shareholder means any Company Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;

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

  • 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.

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

  • 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.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.