Unaffiliated Security Holders definition

Unaffiliated Security Holders means holders of Shares other than any of the Rollover Shareholders, executive officers or directors of the Company or any of their Affiliates.
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Unaffiliated Security Holders means unaffiliated security holders as defined under Rule 13e-3 of the Exchange Act.
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Unaffiliated Security Holders means any holder of Shares, other than the Rollover Stockholders, Parent, Merger Sub and their respective Affiliates.
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Examples of Unaffiliated Security Holders in a sentence

  • Rather, the Buyer Group made the fairness determinations after considering all of the foregoing factors as a whole.The Buyer Group believes these factors provide a reasonable basis for its belief that the Merger is both substantively and procedurally fair to the Unaffiliated Security Holders.

  • The Buyer Group found it impracticable to assign, and did not assign, relative weights to the foregoing factors considered in reaching its conclusions as to the substantive and procedural fairness of the Merger to the Unaffiliated Security Holders.

  • This amount includes the cash to be paid to the Unaffiliated Security Holders in connection with the Merger and the other Transactions.

  • The primary detriments of the Merger to the Unaffiliated Security Holders include the following: ·Such shareholders and ADS holders will cease to have an interest in the Company and, therefore, will no longer benefit from possible increases in the future revenues and free cash flow, growth or value of the Company or payment of dividends on the Company’s ordinary shares, if any.

  • In reaching its conclusion regarding the fairness of the Merger to the Unaffiliated Security Holders and its decision to recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Special Committee considered financial analyses presented by Houlihan Lokey.

  • In the course of reaching their respective determinations, the Special Committee and the Board considered the following factors and potential benefits of the Merger, each of which the Special Committee and the Board believe supported their respective decisions to recommend the Merger Agreement and that the Merger is substantially fair to the Unaffiliated Security Holders.

  • Representative of Unaffiliated Security Holders The Special Committee, comprised of Jerry C.

  • The Special Committee, after due consideration, unanimously (a) determined that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are fair to and in the best interests of the Company and the Unaffiliated Security Holders, (b) declared advisable the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, and (c) recommended that the Board authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger.

  • In its consideration of the fairness of the Merger, the Buyer Group did not undertake an appraisal of the assets of the Company to determine the Company’s liquidation value for the Unaffiliated Security Holders due to the impracticability of determining a liquidation value given the significant execution risk involved in any breakup.

  • The Buyer Group attempted to negotiate a transaction that would be most favorable to them, rather than to the Unaffiliated Security Holders and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were substantively and procedurally fair to such holders.


More Definitions of Unaffiliated Security Holders

Unaffiliated Security Holders means all of the holders of Shares and ADSs other than Xxx, Super ROI, Parent and their respective Affiliates.
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Related to Unaffiliated Security Holders

  • Security Holder means the holder of a Security.

  • Majority Holder as used in this Section 7.4 shall mean any holder or any combination of holders of Registrable Securities, if included in such holders' Registrable Securities are that aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) as would constitute a majority of the aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) included in all of the Registrable Securities.

  • Majority Holders means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.

  • Related Securities means any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into Shares.

  • Broker-Dealer Agreement means this Agreement and any substantially similar agreement between the Auction Agent and a Broker-Dealer.

  • Initial Holders has the meaning set forth in the preamble.

  • Permitted Securities means any of the following:

  • Equity Holders means the Stockholders and the Option Holders.

  • Designated Securities means securities issued by an Insured, or by any Affiliated Entity, or by any Fund to which such Insured or any Affiliated Entity provides any services.

  • Equity Holder means any Person that owns the Equity Interests in any Practice that is a party to any Management Agreement.

  • Designated Security Consultant means an employee of a security firm under contract with Us or Our assistance provider who is experienced in security and measures necessary to ensure the safety of the Covered Person(s) in his or her care.

  • Rated Securities means each Class of Securities that has been rated by one or both Rating Agencies at the request of the Seller.

  • Initial Holder has the meaning set forth in the preamble.

  • Broker-Dealer Subsidiary means any Subsidiary that is registered as a broker-dealer under the Exchange Act or any other applicable law requiring similar registration.

  • Transfer Restricted Securities means securities that bear or are required to bear the legend set forth in Section 2.06 hereof.

  • Registerable Securities means the shares of Common Stock issued or issuable upon exercise of the Warrants.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Restricted Securities shall have the meaning specified in Section 2.05(c).

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Unrestricted Securities with respect to any series of Securities, means a Security (i) effectively registered under the Securities Act and disposed of in accordance with a registration statement with respect to such series or (ii) distributed to the public pursuant to Rule 144 under the Securities Act or any similar provision then in force.

  • Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Exempt commercial purchaser means any person purchasing commercial insurance that, at the time of placement, meets the following requirements:

  • Permitted Securitization means, for any Borrower and its Subsidiaries, any sale, assignment, conveyance, grant and/or contribution, or series of related sales, assignments, conveyances, grants and/or contributions, by such Borrower or any of its Subsidiaries of Receivables (or purported sale, assignment, conveyance, grant and/or contribution) to a trust, corporation or other entity, where the purchase of such Receivables may be funded or exchanged in whole or in part by the incurrence or issuance by the applicable Securitization SPV, if any, of Indebtedness or securities (such Indebtedness and securities being “Attributable Securitization Obligations”) that are to be secured by or otherwise satisfied by payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by a Securitization SPV owed to any Borrower or any of its Subsidiaries, which Indebtedness represents all or a portion of the purchase price or other consideration paid by such Securitization SPV for such receivables or interests therein), where (i) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrower or any of its Subsidiaries, as applicable, in respect of Receivables sold, assigned, conveyed, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under Applicable Laws (including debtor relief laws) and (ii) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of any Securitization SPV in respect of Receivables sold, assigned, conveyed, granted or contributed or payments made in respect thereof, are customary for transactions of this type.

  • Initial Registrable Securities means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.

  • Initial Purchaser As defined in the preamble hereto.

  • Real Estate-Related Securities shall have the meaning set forth in the Charter.