Withholding Securityholder definition

Withholding Securityholder means a Securityholder for whom an applicable portion of the Merger Consideration is subject to withholding as wages or compensation and for whom payments are to be made through the normal payroll procedures of Acquiror or any of its Affiliates, including the Surviving Corporation or one of its Subsidiaries (which shall be set forth in the Payment Spreadsheet).
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Withholding Securityholder means a Securityholder for whom an applicable portion of the Merger Consideration is subject to withholding as wages or compensation with respect to the Company Security in question and for whom payments are to be made through the payroll procedures of the First Step Surviving
Sample 1
Withholding Securityholder means a Securityholder for whom an applicable portion of the Merger Consideration is subject to withholding as wages or compensation with respect to the Company Security in question and for whom payments are to be made through the payroll procedures of the First Step Surviving Corporation or the Surviving Entity or any of their Affiliates. For the avoidance of doubt, a Securityholder could be a Withholding Securityholder with respect to such Securityholder’s Company Options and be a Non-Withholding Securityholder with respect to such Securityholder’s Company Capital Stock.
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Examples of Withholding Securityholder in a sentence

  • The OECD guidelines provide a great deal of details about the functions of the board in protecting the company and its shareholders.

Related to Withholding Securityholder

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

  • Outstanding Securities means, with respect to any Security and as of the date of determination, all Securities evidenced by Certificates theretofore authenticated, executed and delivered under this Agreement, except:

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

  • participating security means a security title to units of which is permitted by an operator to be transferred by means of a relevant system;

  • Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

  • Holder or Certificateholder The registered owner of any Certificate as recorded on the books of the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Trustee, the Master Servicer, any Servicer or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Trustee shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be disregarded. The Trustee may request and conclusively rely on certifications by the Depositor, the Master Servicer and any Servicer in determining whether any Certificates are registered to an Affiliate of the Depositor, the Master Servicer or such Servicer.

  • Non-U.S. Beneficial Ownership Certification As defined in Section 5.03(f) of this Agreement.

  • Tax Matters Person Any person designated as "tax matters person" in accordance with Section 5.06 and the manner provided under Treasury Regulation ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.

  • Outstanding Voting Securities means the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors.

  • U.S. Holder means a beneficial owner of units, Class A ordinary shares or warrants that is for U.S. federal income tax purposes (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has in effect under applicable U.S. Treasury regulations a valid election to be treated as a U.S. person; and

  • Outstanding Company Voting Securities means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Company Voting Securities (or of other voting stock or voting securities) shall be determined based on the relative combined voting power of such securities;

  • Non-Voting Member means a member of a Committee or Sub- Committee of the Council who is not a member of the Council and is not entitled to vote on any matter coming before that Committee or Sub- Committee;

  • Securityholders means the Noteholders and the Certificateholders.

  • Qualifying Securities means securities issued by the Issuer that:

  • Trust Beneficial Owner means Global Funding, in its capacity as the sole beneficial owner of the Trust, and its successors.

  • Certificate of Beneficial Ownership means, for each Borrower, a certificate in form and substance acceptable to Agent (as amended or modified by Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of such Borrower.

  • Controlling Class Certificateholder Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Administrator from time to time.

  • Certificate Paying Agent means any paying agent or co-paying agent appointed pursuant to Section 3.10 and shall initially be Wilmington Trust Company.

  • Participating Class Member means a Class Member who does not submit a valid and timely Request for Exclusion from the Settlement.

  • Securityholder or Holder Any Noteholder or a Certificateholder.

  • Voting Participant Notification is defined in Section 11.10(i) hereof.

  • Redeeming Member has the meaning set forth in Section 11.01(a).

  • Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

  • Tax Matters Person Certificate The Class A-R Certificate with a Denomination of $0.01.

  • Certificateholder or Holder The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee is entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.

  • majority of the outstanding voting securities shall have the meaning set forth for such terms in the 1940 Act.