Buyco Shareholders definition

Buyco Shareholders means, at any time, the holders of Buyco Shares at such time;
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Examples of Buyco Shareholders in a sentence

  • Pubco, Buyco, and Subco-RI reserve the right to collectively determine not to proceed with this Plan of Arrangement, or to terminate this Plan of Arrangement, notwithstanding the prior approval thereof by the Buyco Shareholders, at any time prior to the granting of the Final Order.

  • 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.

  • 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 Shareholders, in which case it must also be accepted by the Buyco Shareholders.

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

  • Any securities to be issued by Pubco or Subco-RI to Buyco or any Buyco Shareholders 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 issued under the Arrangement by Subco-RI to Buyco Shareholders 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”).

  • 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 Shareholders for the Arrangement Resolution by way of either unanimous written consent resolutions or by calling the Buyco Meeting to obtain such approval.

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

  • The Parties agree that, at the option of Buyco, the Arrangement may be carried out so that all Issuer Shares issued under the Arrangement by Issuer to Buyco Shareholders 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”).

  • This Arrangement Agreement may be terminated by mutual agreement of the Parties at any time prior to the Closing Date, in each case without further action on the part of the Buyco Shareholders.

Related to Buyco Shareholders

  • 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.

  • 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).

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

  • 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.

  • Target Shareholders means the holders of Target Shares;

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

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

  • Existing Shareholders has the meaning set forth in the preamble.

  • Ordinary Shareholders means holders of Ordinary Shares.

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

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

  • Company Shareholder means a holder of one or more Company Shares;

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • 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.

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

  • Preferred Shareholders means the holders of Preferred Shares.

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

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

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

  • Independent Shareholders means holders of Voting Shares, other than:

  • Scheme Shareholder means a person who is registered in the Register on the Record Date as the holder of one or more Scheme Shares.

  • 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.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Class A Shareholder means a holder of Class A Shares;

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).