CES Shareholders definition

CES Shareholders means all of the holders of the issued and outstanding CES Shares;
Sample 1

Examples of CES Shareholders in a sentence

  • The execution and delivery of this Agreement by CES and the consummation by CES of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate (or other) action on the part of CES and, subject to obtaining the applicable CES Shareholders' Approval, no other corporate (or other) proceedings on the part of CES are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

  • Assuming that the CES Preferred Stock has been redeemed pursuant to Section 2.1(b)(ii), the approval of the Mergers by two-thirds of the votes entitled to be cast by all holders of CES Common Stock (the "CES Shareholders' Approval") is the only vote of the holders of any class or series of the capital stock of CES or any of its subsidiaries required to approve this Agreement, the Mergers and the other transactions contemplated hereby.

  • CES has the legal capacity, power and authority (including full corporate (or other) power and authority) to execute and deliver this Agreement and to perform its obligations hereunder, and, subject to obtaining the CES Shareholders' Approval (as defined in Section 4.18) and the CES Required Statutory Approvals (as defined in Section 4.6(c)), to consummate the transactions contemplated hereby.

  • Parents were far more concerned about illegal drugs (51%), crime (39%), and educational standards (38%).

  • The execution and delivery of this Agreement, and the completion of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of CES and the CES Shareholders.

  • In addition the Board may interview Applicants at their expense to obtain clarification.

  • The CES Special Meeting for the purpose of ------------ securing the CES Shareholders' Approval and the BEC Special Meeting for the purpose of securing the BEC Shareholders' Approval shall be held on such date as CES and BEC shall mutually determine, and as soon as practicable after the date of this Agreement.

  • The CES Shares owned by the CES Shareholders are free and clear of any and all liens, charges, pledges, encumbrances, restrictions on transfer and adverse claims whatsoever not created by or through GLC and/or the Acquirer.

  • Batten, M., and Russell, J., (1995) Students at Risk: a review of Australian literature, 1980-1994 Australian Council for Educational Research: Victoria.

  • The CES Shareholders are the registered and beneficial owner of the CES Shares.

Related to CES Shareholders

  • Preferred Shareholders means the holders of Preferred Shares.

  • Company Shareholders means holders of Company Shares.

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

  • 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).

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • 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.

  • 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.

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

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

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

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

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

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

  • 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.

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

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

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

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

  • Preferred Shareholder means any holder of Preferred Shares.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • 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 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.

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