Closing Shareholders definition

Closing Shareholders. Equity" means SVBank shareholders' equity as of the final day of the month immediately preceding the month in which the Closing Date occurs determined in accordance with GAAP, but excluding (a) unrealized gains or losses in SVBank's securities portfolio due to mark -to -market adjustments and any other accumulated other comprehensive income or loss accrued after the date of this Agreement, (b) Transaction Expenses, in an amount not to exceed $2,350,000, (c) the Rights Redemption Amount, (d) any increases in shareholder's equity arising from, relating to or in connection with the exercise of any Stock Options or Warrants after the date of this Agreement, and (e) any adjustments or changes made at the request of CVCY pursuant to Section 5.9 and the effects of any such adjustments or changes.
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Closing Shareholders. Equity Shortfall" means an amount equal to (i) if the Closing Shareholders' Equity is $18,050,000 or more, then $0.00, or (ii) if the Closing Shareholders' Equity is less than $18,050,000, then $18,050,000 minus the Closing Shareholders' Equity.
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Closing Shareholders. EQUITY has the meaning ascribed to such term in Section 2.4(a).
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Examples of Closing Shareholders in a sentence

  • The transfer of any portion of any Investment among a Sub-Fund and the Parallel Vehicles in accordance with Section 2.09(b) may result in (i) amounts funded by Subsequent Closing Shareholders pursuant to Section 5.07(a) being paid to one or more Parallel Vehicles, and (ii) Shareholders receiving amounts attributable to a payment by one or more Parallel Vehicles pursuant to Section 2.09(b).

  • After giving effect to any Capital Contribution by a Subsequent Closing Shareholder pursuant to Section 5.07(b)(i), the Available Commitment and Capital Contributions of each Shareholder shall reflect the amount of Capital Contributions each Shareholder (including each Subsequent Closing Shareholder) would have made under the terms of this Instrument had all Shareholders (including Subsequent Closing Shareholders) been admitted on the First Closing Date.

  • In addition, pursuant to the Successor Company Shareholder communication policy to be adopted by the Successor Company upon Closing, Shareholders are encouraged to put governance related matters to the Directors of the Successor Company and to the Successor Company directly in writing.

  • Shareholders advise Purchasers that if Purchasers move employees to a new company after Closing, Shareholders have no Knowledge of the effects upon employees' salaries or benefits, including acceleration thereof, and advise Purchasers to consider such possibility.

  • At the Closing, Shareholders shall sell to Purchaser, and Purchaser shall purchase from Shareholders, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02(the “Purchase Price”).

  • From and after October 1, 2008 through the Closing, Shareholders represent and warrant that there shall be no wholesaling or scrapping of jewelry, and (other than the September, 2008 transfer to Barron of approximately U.S. $85,000 of inventory, which was disclosed to Purchaser during its due diligence) only normal retail of Inventory shall be permitted.

  • PROFIT AND LOSS ACCOUNT 2019£ 2018£Balance brought forward(3,252,012) (1,518,303)Loss for financial year (2,531,344) (1,733,709) Balance carried forward(5,783,356) (3,252,012) 15.RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS 2019 2018 £ £ Loss for the financial year (2,531,344) (1,733,709) Net decrease in shareholders' funds (2,531,344) (1,733,709) Issue of new shares - 1,531,814 Opening Shareholders' funds 1,829,017 2,030,912 Closing Shareholders' funds (702,327) 1,829,017 16.

  • At the Closing, Shareholders shall sell, transfer, assign, convey and deliver the Shares to Buyer free and clear of any Liens.

  • Prior to the Closing, Shareholders shall have terminated the Buy-Sell Agreement and waived their respective rights of first refusal under Article 15 of the CLG and EDG By-laws.

  • Subject to 2.3.3, as of the Closing, Shareholders shall have good and marketable title to the Shares and such Shares shall be free and clear of all Liens.


More Definitions of Closing Shareholders

Closing Shareholders. Equity" -- Section 8.01(h) "Code" -- Preamble "Compensation and Benefit Plans" -- Section 3.01(s) "Constituent Corporations" -- Preamble "Consultants" -- Section 3.01(s) "Costs" -- Section 6.07(a) "CRA" -- Section 3.01(hh) "Directors" -- Section 3.01(s) "DOL" -- Section 3.01(s) "Election Deadline" -- Section 2.02(c) "Election Form" -- Section 2.02(b) "Effective Time" -- Section 1.02 "Employees" -- Section 3.01(s) "Environmental Law" -- Section 3.01(y) "ERISA" -- Section 3.01(s) "ERISA Affiliate" -- Section 3.01(s) "ERISA Affiliate Plan" -- Section 3.01(s) "Exchange Act" -- Section 3.01(s) "Exchange Agent" -- Section 2.02(a) "Exchange Ratio" -- Section 2.01(b) "FDIC" -- Section 2.02(f) "Federal Reserve" -- Section 3.01(k) "GAAP" -- Section 3.01(f) "Governmental Authority" -- Section 3.01(p) "Hazardous Substances" -- Section 3.01(y) "Indemnified Party" -- Section 6.07(a) "Insurance Amount" -- Section 6.07(b) "IRS" -- Section 3.01(l) "KBCA" -- Section 1.01 "KBI" -- Preamble "KBI Balance Sheet Date" -- Section 3.01(f) "KBI Certificates" -- Section 2.02 "KBI Disclosure Schedule" -- Preamble "KBI Dissenting Share" -- Section 2.03 "KBI Financial Statements" -- Section 3.01(f) "KBI Meeting" -- Section 5.03(b) "KBI Proxy Statement" -- Section 5.03(b) "KBI Real Properties" -- Section 3.01(m) "KBI Shares" -- Preamble "KBI Shareholders' Adoption" -- Section 11.01(b) "KBI Stock Option Plan" -- Section 3.01(b) "KBI Stock Options" -- Section 3.01(b) "KBI Voting Debt" -- Section 3.01(b) "KDFI" -- Section 3.01(k) "Kentucky Bank"... -- Preamble "Kentucky Bank 401(k) Plan" -- Section 5.01(b)(x) "Kentucky Bank Pension Plan" -- Section 5.01(b)(x) "Kentucky Bank Real Estate Collateral" -- Section 3.01(y) "Loan Assets" -- Section 3.01(i) "Loan Documentation" -- Section 3.01(i) "material adverse effect" -- Section 3.01(a) "material" -- Section 3.01(a) "Merger Shares" -- Section 2.01(b) "Merger" -- Preamble "No-Election Shares" -- Section 2.02(b) "Officers" -- Section 3.01(s) "OGCL" -- Section 1.01 "OTS" -- Section 3.01(k) "PBGC" -- Section 3.01(s) "PCBs" -- Section 3.01(y) "Pension Plan" -- Section 3.01(s) "Peoples" -- Preamble "Peoples Bank" -- Preamble "Peoples Disclosure Schedule" -- Preamble "Peoples Financial Statements" -- Section 4.01(l) "Peoples Shares" -- Preamble "Peoples Stock Option Plans" -- Section 4.01(c) "Per Share Cash Consideration" -- Section 2.01(a) "Per Share Stock Consideration" -- Section 2.01(a) "Proxy Statement/Prospectus" -- Section 7.06(a) "Reallocated ...
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Related to Closing Shareholders

  • 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.

  • Company Shareholders means the registered or beneficial holders of the Company 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).

  • 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;

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

  • Target Shareholders means the holders of Target Shares;

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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

  • Common Shareholders means the holders of the Common Shares.

  • 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.

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

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

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

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

  • Preferred Shareholders means the holders of Preferred Shares.

  • Ordinary Shareholders means holders of Ordinary Shares;

  • Scheme Shareholders means the holders of Scheme Shares;

  • 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.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

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

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

  • Parent Stockholders means the holders of Parent Common Stock.

  • Company Shareholder means any holder of any Company Shares.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.