WCAS Holders definition

WCAS Holders has the meaning set forth in the preamble.
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WCAS Holders means (i) Welsh, Carson, Anderson & Stowe IX, L.P. and its Affiliates (including, without limitation, any investment partnership under common control with Welsh, Carson, Anderson & Stowe IX, L.P.), (ii) any officer, director, employee, partner, member or stockholder of the manager or general partner of the foregoing Persons and (iii) any Related Parties with respect to any of the foregoing Persons.
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WCAS Holders means WCAS and any of its Affiliates (i) holding Common Stock originally acquired by WCAS upon the Closing or (ii) that were Transferred to such Person in one or more Transfers occurring after the Closing (other than a public sale).
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Examples of WCAS Holders in a sentence

  • During such Election Period, such Selling Holder will provide the Carlyle Holders and WCAS Holders with any additional information as is reasonably requested with respect to such ROFR Notice and the Offered Interests.

  • This Agreement shall terminate upon the earliest to occur of (i) the mutual agreement of the Carlyle Holders and the WCAS Holders, (ii) a Company Sale, or (ii) with respect to any Equityholder, the date on which such Equityholder, no longer owns any Interests.

  • In the event that the terms and/or conditions set forth in the ROFR Notice are thereafter amended in any material respect, the Selling Holder(s) shall give written notice (an "AMENDED ROFR NOTICE") of the amended terms and conditions of the proposed Transfer to the Carlyle Holders and WCAS Holders (as applicable) and the Company.

  • The Company, the Carlyle Holders and the WCAS Holders are sometimes referred to herein individually by name or as a "PARTY" and collectively as the "PARTIES", and the Carlyle Holders and the WCAS Holders, together with any subsequent equityholders which become parties hereto, are sometimes referred to herein as an "EQUITYHOLDER" and collectively as the "EQUITYHOLDERS".

  • If at any time the Majority Common Holders do not have the right to designate such Director, the Majority WCAS Holders shall have the right to designate such Director.

  • In addition, the WCAS Subs shall use commercially reasonable efforts to cause the Additional WCAS Holders to comply with this covenant and not to take any action inconsistent therewith.

  • A WCAS Holder's pro rata share, for purposes of this preemptive right, is the fraction, the numerator of which is the number of issued or issuable shares of Common Stock which such WCAS Holder owns and the denominator of which is the total number of shares of Common Stock then outstanding (both the numerator and the denominator being calculated on a Fully-Diluted Basis).

  • The WCAS Subs and the Additional WCAS Holders shall have delivered to WIN a certificate, dated as of the Closing Date, executed by an officer of the WCAS Subs and each Additional WCAS Holder, certifying the fulfillment of the conditions specified in subsections 7.2(a) and 7.2(b) hereof.

  • Each Additional WCAS Holders acknowledges that WIN has provided such Additional WCAS Holder with access to the properties, premises, contracts and records of Holdings and the Division Subsidiaries for this purpose, as and to the extent requested by such Additional WCAS Holder.

  • Parent and the Company shall have the right to rely upon all actions taken or omitted to be taken by the WCAS Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each of the WCAS Holders.


More Definitions of WCAS Holders

WCAS Holders means, collectively, W and, subject to Section 17, each other Person to whom W has transferred Registrable Securities and who has agreed to become bound by the provisions of this Agreement in accordance with Section 16, but only so long as such other Person holds Registrable Securities.
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Related to WCAS Holders

  • Rights Holders Special Meeting" means a meeting of the holder of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(c);

  • 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.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

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

  • 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.

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

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

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

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

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “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 Exchange Act, 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).

  • 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).

  • Equity Holders means the Stockholders and the Option Holders.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Eligible Holders has the meaning set forth in Section 2.01(a).

  • Unit Holders means all Unit Holders.

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

  • Public Stockholders means the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “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 Exchange Act, 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).

  • 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

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Preferred Holders means the record owners of outstanding Preferred Securities.

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

  • Parent Stockholders means the holders of Parent Common Stock.