Buyco Securityholders definition

Buyco Securityholders means the Buyco Shareholders;
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Examples of Buyco Securityholders in a sentence

  • The Plan of Arrangement shall become effective at, and be binding on the parties and the Buyco Securityholders at and after the Effective Time.

  • In accordance with Section 2.1(b) and Section 2.5 hereof, Buyco shall forthwith prepare the Information Statement, and use commercially reasonable efforts to obtain approval from the Buyco Securityholders for the Arrangement Resolution by way of either unanimous written consent resolutions or by calling the Buyco Meeting to obtain such approval.

  • This Arrangement Agreement may be terminated in accordance with Article 5, or by mutual agreement of the parties at any time prior to the Effective Date, in each case without further action on the part of the Buyco Securityholders.

  • Notwithstanding any other provision of this Arrangement Agreement, Buyco may terminate this Arrangement Agreement without further obligation in the event that Dissent Rights are duly exercised by Buyco Securityholders holding, in the aggregate, in excess of 1% of the issued and outstanding Buyco Shares on a fully diluted basis.

  • Any amendment, modification or supplement to this Plan of Arrangement, if agreed to by the parties, may be made at any time and, and shall become part of this Plan of Arrangement for all purposes, unless it materially affects the rights or entitlements of the Buyco Securityholders, in which case it must also be accepted by the Buyco Securityholders.

  • On my reading, Mayo’s observations of these students both illustrates more and proves less than her claims about desire might lead us to believe.

  • If a Buyco Securityholder duly exercises their Dissent Rights, Buyco shall immediately before the Effective Date effect the cancellation of such Dissenting Securities, notify Pubco and Subco- RI of the number of Dissenting Securities subject to cancellation, and will pay fair value to Dissenting Buyco Securityholders for their Dissenting Securities, and Pubco and Subco-RI will following such notice from Buyco, adjust the number of shares to be issued to Buyco Shareholders for such Dissenting Securities.

  • No fractional shares shall be issued to the Buyco Securityholders in connection with the foregoing procedure (after aggregating all fractional entitlements for a particular Buyco Securityholder) and fractions shall be rounded down to the next nearest whole share.

  • Any securities to be issued by Pubco or Subco-RI to Buyco or any Buyco Securityholders pursuant to the Arrangement will be issued as fully-paid and non- assessable, free of pre-emptive rights.

  • The parties agree that, at the option of Buyco, the Arrangement may be carried out so that all Subco-RI Shares distributed under the Arrangement by Subco-RI to Buyco Securityholders resident in the United States will be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 (the “1933 Act”) provided by Section 3(a)(10) of the 1933 Act (the “Section 3(a)(10) Exemption”).

Related to Buyco Securityholders

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

  • Securityholders means the Noteholders and the Certificateholders.

  • Securityholder or Holder Any Noteholder or a Certificateholder.

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

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

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

  • 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.

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

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

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Equity Holders means the Stockholders and the Option Holders.

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

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Parent Stockholders means the holders of the outstanding Parent Shares.

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

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Preferred Shareholders means the holders of Preferred Shares.

  • Common Stockholders means holders of shares of Common Stock.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional 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 Additional Registration Statement.

  • Principal Shareholders means, collectively, Wxxxxxx Xxxxxx, Jxxx Xxxxxx and Dxxxx Xxxxxx.

  • Group of Shareholders means the group of persons: (i) bound by contracts or agreements of any nature, including shareholders’ agreements, either directly or by means of controlled or controlling companies or companies under common control; or (ii) among which there is a controlling relationship; or (iii) that are under common control; or (iv) that act in the representation of a common interest. Examples of persons representing a common interest include: (a) a person holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of another person; and (b) two persons having a third investor in common that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) in the capital stock of each of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universality of rights, or any other forms of organization or enterprise, organized in Brazil or outside Brazil, shall be deemed members of one Group of Shareholders whenever two or more such entities: (y) are managed by one single legal entity or related parties of one single legal entity; or (z) have most of their directors and executive officers in common, but in the case of investment funds with a common manager, only such entities in which the determination of the vote to be held at a Shareholders’ Meetings, as determined by the respective statutes, is in the manager’s sole discretion, shall be deemed as part of the Group of Shareholders;

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

  • Beneficial Shareholders means holders of our Shares that do not hold our Shares in their own name, but instead, whose Shares are held on the Record Date by a bank, trust company, securities broker or other nominee.

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

  • Securityholders Agreement means the Securityholders Agreement of the Company, dated as of May 5, 1998, as the same has been and may be amended from time to time.

  • 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.