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 all of the holders of Shares and ADSs other than Xxx, Super ROI, Parent and their respective Affiliates.
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Examples of Unaffiliated Security Holders in a sentence

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

  • Chalice has agreed to pay Dragon a further A$4 million on delineation of a 1,000,000 ounce economically mineable gold ore reserve at the Zara Project within the currently held joint venture licences.

  • Under the SEC rules governing going private transactions, each member of the Buyer Group is deemed to be engaged in a going private transaction and, therefore, required to express his or its reasons for the Merger to the Company’s Unaffiliated Security Holders.

  • The Unaffiliated Security Holders will therefore not have the opportunity to vote on the Merger.

  • No provision has been made to (a) grant the Company’s Unaffiliated Security Holders access to corporate files of the Company or other parties to the merger or any of their respective affiliates or (b) obtain counsel or appraisal services at the expense of the Company or any other such party or affiliate.

  • Each member of the Buyer Group believes that the merger is both substantively and procedurally fair to the Company’s Unaffiliated Security Holders.

  • The foregoing summary is qualified in its entirety by reference to these sections.Position of the Buyer Group as to Fairness of the Merger (Page 22)Each member of the Buyer Group believes that the Merger is fair to the Unaffiliated Security Holders.

  • If the Offer is completed, Purchaser will cause the second-step merger of Purchaser and SKYS in which all remaining Unaffiliated Security Holders would, without the need for further action by such shareholders, receive the same price per share as was paid in the Offer, without interest and less any ADS cancellation fees and other related fees and withholding taxes.

  • Table of Contents (e) Provisions for Unaffiliated Security Holders.

  • Any such transaction could result in proceeds per Ordinary Share/ADS to the such Unaffiliated Security Holders that are more or less than, or the same as, the Offer Price or could result in the trading price of the ADSs to increase, decrease or be unchanged.


More Definitions of Unaffiliated Security Holders

Unaffiliated Security Holders means any holder of Shares, other than the Rollover Stockholders, Parent, Merger Sub 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 Section 7.4 hereof 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 of Common Stock (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 the Registrable Securities.

  • Majority Holders means the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

  • 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 each agreement between the Auction Agent and a Broker-Dealer substantially in the form attached hereto as Exhibit A.

  • 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 2.3(b) hereto.

  • Registerable Securities means (i) the Common Stock issued or issuable to the Shareholder upon conversion of the Series A Shares issued in accordance with the terms of the Loan Agreement, and (ii) any securities issued or issuable with respect to the Common Stock referred to in clause (i) by way of replacement, share dividend, share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

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

  • Restricted Securities means the securities of the Company required to be notated with the legend set forth in Subsection 2.12(b) hereof.

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

  • Unrestricted Securities means one or more Securities that do not and are not required to bear the Private Placement Legend in the form set forth in Exhibit A hereto, including, without limitation, the Exchange Securities and any Securities registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

  • Registrable Securities means (i) the Shares (if Common Stock) or all shares of Common Stock of the Company issuable or issued upon conversion of the Shares and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any stock referred to in (i).

  • 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 Common Shares issued or issuable upon conversion of the Notes issued pursuant to the terms of the Securities Purchase Agreement, and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on conversion of the Notes.

  • Initial Purchaser As defined in the preamble hereto.

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