WCAS Securityholders definition

WCAS Securityholders means, collectively, (a) WCAS Capital Partners III, L.P., (b) WCAS, (c) WCAS Information Partners, L.P., (d) each of the individual investors and trusts that executed the Governance Agreement as “WCAS Securityholders,” (e) the Affiliates of any of the Persons referred to in clauses (a), (b), (c) and (d) above, (f) the related Persons of any of the Persons referred to in clauses (a), (b), (c) and (d) above and (g) the WCAS Securityholder Permitted Transferees. For purposes of this definition, “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
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WCAS Securityholders means, collectively, (i) WCAS Capital Partners III, L.P., (ii) Welsh, Carson, Anderson & Stowe VIII, L.P., (iii) WCAS Information Partners, L.P., (iv) each of the individual investors, trusts and other Persons that executed the Governance Agreement as “WCAS Securityholders,” (v) the Affiliates of any of the persons referred to in clauses (i), (ii), (iii) and (iv) above, (vi) the related persons of any of the persons referred to in clauses (i), (ii), (iii) and (iv) above and (vii) the WCAS Securityholder Permitted Transferees.
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WCAS Securityholders means, collectively, (a) WCAS Capital Partners III, L.P., (b) Welsh, Carson, Anderson & Stowe VIII, L.P., (c) WCAS Information Partners, L.P., (d) each of the individual investors and trusts that executed the Governance Agreement as “WCAS Securityholders,” (e) the Affiliates of any of the persons referred to in clauses (a), (b), (c) and (d) above, (f) the related persons of any of the persons referred to in clauses (a), (b), (c) and (d) above and (g) the WCAS Securityholder Permitted Transferees.
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Examples of WCAS Securityholders in a sentence

  • Effective as of the Effective Time, each of the parties to this Agreement hereby waives the applicability of any provision of the WCAS Securityholders Agreement that may be triggered in connection with the transactions contemplated by this Agreement.

  • The foregoing termination of the WCAS Securityholders Agreement shall be of no force or effect unless and until the Closing shall have occurred and such WCAS Securityholders Agreement shall remain in full force and effect in accordance with its terms (subject to the forbearance referenced above) unless and until such time as the Closing has occurred.

  • Each of the parties hereby covenants and agrees that, effective as of the Closing, the WCAS Securityholders Agreement shall terminate and be deemed cancelled in its entirety, and effective upon the termination and cancellation thereof, each of the parties unconditionally and forever releases and discharges each other party to the WCAS Securityholders Agreement from all obligations and liabilities arising thereunder.

  • The execution, delivery and performance by such WCAS Securityholder (other than any WCAS Securityholder that is a natural person) of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by such WCAS Securityholder (other than any WCAS Securityholder that is a natural person) of the Transactions are within such WCAS Securityholder's powers and have been duly and validly authorized by all necessary partnership or limited liability company action.

  • From and after the date of the Initial Agreement, until the consummation of the transactions contemplated hereby or the earlier termination of this Agreement in accordance with its terms, each of the parties to this Agreement shall, and shall cause its respective Affiliates to, forebear from exercising any rights pursuant to the WCAS Securityholders Agreement, including any right to cause WIN to register the Exchanged WIN Shares or to take any action in connection therewith.

  • Conditions to the Obligations of the WCAS Securityholders...............................

  • Each of the WCAS Securityholders hereby consents to (and waives any right to notice or approval of) the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions, including the Merger, under or pursuant to the promissory notes and note purchase agreements set forth in Section 8.24 of the Company Disclosure Schedule.

  • The date of each Drawdown Closing is referred to herein as a "Drawdown Closing Date." Unless mutually agreed by Parent and the WCAS Securityholders, no Drawdown Closing Date shall take place earlier than the 30th day after a prior Drawdown Closing Date.

  • Delivery of such stock certificates shall be made against receipt by Parent of the purchase price payable therefor, which shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent to the WCAS Securityholders at least three Business Days prior to the applicable Drawdown Closing Date.

  • The WCAS Securityholders collectively have commitments for sufficient funds to pay in immediately available funds the purchase price, in the aggregate amount of $45,000,000, of the shares of Parent Series B Preferred Stock to be purchased by the WCAS Securityholders in (a) the Parent Series B Sale and (b) any Section 8.21 Transaction.


More Definitions of WCAS Securityholders

WCAS Securityholders means, collectively, (a) WCAS Capital Partners III, L.P., (b) Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P., (c) WCAS Information Partners, L.P., (d) each of the individual investors and trusts that executed the Governance Agreement as "WCAS Securityholders,"
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WCAS Securityholders means, collectively, (i) WCAS Capital Partners III, L.P., (ii) Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P., (iii) WCAS Information Partners, L.P., (iv) each of the individual investors and trusts that executed the Governance Agreement as “WCAS Securityholders,” (v) the Affiliates of any of the Persons referred to in clauses (i), (ii), (iii) and (iv) above, (vi) the related Persons of any of the Persons referred to in clauses (i), (ii), (iii) and (iv) above and (vii) the WCAS Securityholder Permitted Transferees.
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Related to WCAS Securityholders

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

  • Securityholders means the Noteholders and the Certificateholders.

  • Equity Holders means the Stockholders and the Option Holders.

  • Majority Shareholders means Xxxx Xxxxx and Xxxxxxxx Xxxxxxx.

  • Preferred Shareholders means the holders of the Preferred Shares of the Company.

  • 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.

  • Holders means the holder or holders, as the case may be, from time to time of Registrable Securities.

  • Initial Shareholders means the Sponsor and any other person that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase an aggregate of 6,000,000 Ordinary Shares of the Company (or up to 6,600,000 Ordinary Shares of the Company depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or up to $6,600,000 depending on the extent to which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement), 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 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, (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).

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

  • Company Shareholders means holders of Company Shares.

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

  • 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).

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

  • Debenture Holders representative” means a person designated as such in an agency deed;

  • 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.

  • Beneficial Shareholders means shareholders who do not hold Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Equityholders has the meaning set forth in the Preamble.

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

  • Debentureholders or “holders” means the Persons for the time being entered in the register for Debentures as registered holders of Debentures or any transferees of such Persons by endorsement or delivery;

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

  • 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).

  • Securityholder or Holder Any Noteholder or a Certificateholder.

  • 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.

  • 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.