Closing Stockholders definition

Closing Stockholders means holders of issued and outstanding shares of Common Stock or Preferred Stock as of immediately prior to the Effective Time.
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Closing Stockholders. Equity" means the consolidated stockholders' equity of the Company and the Subsidiaries as shown on the Closing Balance Sheet; provided that the determination of Closing Stockholders' Equity shall exclude cash, the Excluded Assets and the proceeds of any sale thereof prior to Closing, Indebtedness, including the Indebtedness listed on Schedule 2.1(d), and the items set forth on Schedule 2.4.
Sample 1
Closing Stockholders. Equity” means, as of the Effective Time, the aggregate amount of stockholders’ equity of the Acquired Companies on a consolidated basis less accumulated other comprehensive income, in each case as determined in accordance with the Agreed Accounting Principles.
Sample 1

Examples of Closing Stockholders in a sentence

  • Although Section 2.2(b), unlike Section 2.1(b), does not expressly provide that Closing Stockholders are entitled to 60 days’ notice, the Moving Defendants have proceeded as though 60 days’ notice was required to be provided to Closing Stockholders under both provisions.

  • As summarized here and detailed below, in the event a Stockholder wishes to sell or transfer its shares to a third party, the Stockholder must provide 60 days’ notice of the transaction and its material terms to the Company and all Closing Stockholders.

  • Prior to the Closing, Stockholders will use reasonable efforts to cause the Joinder Parties to join this Agreement as described in Section 4.1(r).

  • The Investors have the second-highest priority right of refusal (“the Right of First Refusal”), and the Closing Stockholders have the third-highest priority right of refusal (the “Secondary Refusal Right”).

  • Subject to the reimbursement of any reasonable costs and expenses incurred by The Dispatch Printing Company, following the Closing, Stockholders shall and shall cause their Affiliates to reasonably cooperate with Parent and the Company in submitting any claims on behalf of the Company.

  • The use of modeling or other predictive techniques may be required by the Department as part of the permit application , b u t t he same surface w ater and ground w ater information shall be required for eachsite w hen models are not used ] if the proposed mining activity has the potential to impact w atersupplies or streams.Subchapter H.

  • To the extent that the Loan Sale Adjustment is determined in accordance with subparagraph (b)(ii) above, Closing Stockholders' Equity shall be increased by the Loan Sale Adjustment.

  • Seller will use its reasonable best efforts to cause to be prepared and delivered to Buyer within 45 days after the Closing Date (instead of within 60 days after the Closing Date) the Closing Balance Sheet and a schedule based on such Closing Balance Sheet setting forth Seller’s calculation of (i) Closing Stockholders Equity, (ii) the Purchase Price, (iii) Closing Repayable Debt and (iv) the Total Closing Payment.

  • Immediately before the Closing, Stockholders will have, good, valid and indefeasible title to the Target Stock, free and clear of all Liens, with full right and lawful authority to sell and transfer the Target Stock.

  • Immediately before the Closing, Stockholders will be the lawful record and beneficial owners of the Target Stock, in the amounts set forth opposite their respective names in Section 4.3(ii) of the Spectra Disclosure Schedule.


More Definitions of Closing Stockholders

Closing Stockholders. Equity” means the consolidated stockholders’ equity of the Company Entities as shown on the Closing Balance Sheet, determined as set forth in Section 2.05(a) .
Sample 1
Closing Stockholders. Equity" means the consolidated stockholders' equity of Option One and its Subsidiaries, as reflected on the Final Closing Balance Sheet, less the book value of any goodwill reflected on the Final Closing Balance Sheet and after making the Loan Sale Adjustment as required by Section 2.4(c) hereof.
Sample 1

Related to Closing Stockholders

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

  • 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.

  • 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.

  • 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.

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

  • 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).

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

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

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

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

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

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • 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.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

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

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

  • 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.

  • Common Stockholders means holders of shares of Common Stock.

  • Second Closing has the meaning set forth in Section 2.2.

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

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

  • 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.