Approving Shareholders definition

Approving Shareholders means any shareholder or any group of shareholders acting together or pursuant to a common plan or arrangement, who propose to sell, or otherwise dispose of, to a person or a group of persons, other than an Affiliate of any of the transferring shareholders, shares of Common Stock representing more than fifty percent (50%) of the then outstanding shares of Common Stock.
Approving Shareholders has the meaning ascribed to it in Section 5.2(a) of this Agreement.
Approving Shareholders means the approval of (i) the holders of a majority of the then outstanding Ordinary Shares, (ii) the Series C Supermajority (voting separately as a single class on an as-converted basis), and (iii) (A) if any Change of Control would result in aggregate Proceeds of less than US$130 million, any Approved Transaction that is an initial public offering would not qualify as a Qualified IPO, any Approved Transaction that is a financing transaction would be at a price per share less than the Series C Preferred Share Issue Price or be led by any affiliate of a holder of Series C Preferred Shares or any transaction where the Junior Preferred Sale Conditions (as defined below) are not met, the Junior Preferred Majority, or (B) if any Change of Control would result in aggregate Proceeds of at least US$130 million, any Approved Transaction that is an initial public offering would qualify as a Qualified IPO, or any Approved Transaction that is a financing transaction (which is not led by any affiliate of a holder of Series C Preferred Shares) would be at a price per share of at least the Series C Preferred Share Issue Price, the holders of a majority of the then outstanding Preferred Shares (voting together as a single class on an as-converted basis). “Proceeds” shall mean the funds received from a transaction that is distributed or available to be distributed to the shareholders of the Company, excluding any contingent or deferred payments (other than payments funded to an escrow or retained as part of a holdback).

Examples of Approving Shareholders in a sentence

  • Notwithstanding the foregoing provisions of this Article 4.3, the Remaining Shareholders shall not be obligated to vote, consent and/or sell their Shares in connection with any such Acquisition Transaction or Sale of Assets to the extent that all of the Approving Shareholders do not also do so with respect to all of the applicable class or series of Shares held by them.

  • He coached the US male swimming team winning nine gold medals at the 1964 Olympics including six medals by one swimmer.

  • Each Shareholder will take all necessary and desirable actions as directed by the Board and the Approving Shareholders in connection with the consummation of any Approved Sale, including without limitation executing the applicable purchase agreement, making representations and warranties, and granting identical indemnification rights.

  • Subject to the Dissenting Shareholder Process where a Notice to Acquire is given, the Offeror is entitled and bound to acquire those shares on the terms on which, under the Offer, the shares of Approving Shareholders are to be transferred to the Offeror.

  • The Approving Shareholders shall, in their sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed sale under Section 4.7 and the terms and conditions thereof.

  • Notwithstanding the foregoing provisions of this Section 1.6, the Remaining Shareholders shall not be obligated to vote, consent and/or sell their Shares in connection with any such Acquisition Transaction or Sale of Assets to the extent that all of the Approving Shareholders do not also do so with respect to all of the applicable class or series of Shares held by them.


More Definitions of Approving Shareholders

Approving Shareholders means the holders of 80% or more of the issued and outstanding Common Shares on the record date applicable for purposes of determining the Common Shareholders entitled to consent to the approval of this Agreement and the Transactions in accordance with the NJBCA, the Shareholders Agreement, the Shareholder Support Agreement and the Organizational Documents of the Company, including in any case, each Shareholder that delivered a Support Agreement pursuant hereto.
Approving Shareholders means (i) the holders of more than fifty percent (50%) of the then outstanding Ordinary Shares (excluding any Ordinary Shares converted from Preferred Shares) voting as a separate class, (ii) holders of a majority of the then outstanding Series A Preferred Shares, voting as a separate class on an as converted basis, (iii) holders of a majority of the then outstanding Series B Preferred Shares, voting as a separate class on an as converted basis, and (iv) holders of a majority of the then outstanding Series C Preferred Shares, voting as a separate class on an as converted basis.
Approving Shareholders as defined in Section 11.1.
Approving Shareholders shall have the meaning specified in Section 4.7(a).

Related to Approving Shareholders

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • Existing Shareholders means Fifth Third Bank and its Affiliates.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

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

  • 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.

  • Preferred Shareholders means the holders of Preferred Shares.

  • 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).

  • Target Shareholders means the holders of Target Shares;

  • Majority Shareholders means, as of any date, the holders of Voting Shares constituting fifty-two percent (52%) of the total Equivalent Shares represented by all of the Voting Shares outstanding on such date.

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Ordinary Shareholders means the holders of Ordinary Shares;

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Common Stockholders means holders of shares of Common Stock.

  • Shareholders means as of any particular time the holders of record of outstanding Shares of the Trust, at such time.

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

  • 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.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Locked-Up Shareholders means each of the senior officers and directors of Aurizon;

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

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

  • Preferred Stockholders means, collectively, the holders of shares of Preferred Stock of the Corporation. Prior Agreement shall have the meaning set forth in the third paragraph of this Agreement.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Company Shareholder Meeting has the meaning set forth in Section 7.1(a).

  • Principal Shareholders means (i) Charlesbank Equity Fund IV, Limited Partnership and the investors in such fund, (ii) Charlesbank Equity Fund IV G.P. Limited Partnership, (iii) Charlesbank Capital Partners, LLC (and any other fund managed by Charlesbank Capital Partners, LLC), (iv) any investor (other than The 1818 Mezzanine Fund, L.P.) whose investment in the Employer is approved by the representative of management on the board of the Employer, (v) any new investors in the Company designated as Principal Shareholders by Charlesbank Capital Partners, LLC within one year of the initial investment by Charlesbank Equity Fund IV, Limited Partnership, and (vi) any corporation, partnership, limited liability company or other entity a majority of the capital stock or other ownership interests of which are directly or indirectly owned by any of the foregoing.

  • Stockholders means stockholders of the Corporation.