Examples of Company Preferred Shareholders in a sentence
The Company Preferred Shareholders and the holders of Company Shareholder Notes shall be entitled, at the Effective Time, to recover cash in lieu of such fractional shares, with the cash amount due to be computed based on the Closing Market Price with respect to Adjusted Merger Shares and based on the Market Price with respect to Additional Shares.
For any matters brought to a vote of the stockholders of Parent during such time when any Escrowed Earnout Shares or Escrowed Sponsor Earnout Shares remain in escrow, each Company Common Shareholder, Company Preferred Shareholders and Founder shall be entitled to vote such Escrowed Earnout Shares without restriction (provided that the Apollo Voting Shares shall be subject to the voting provisions of Article II hereof).
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In the event Acquiror becomes aware of a third-party claim which Acquiror believes may result in a demand against the Company Preferred Shareholders and Principal Shareholders, Acquiror shall notify the Shareholders’ Agent of such claim, and the Shareholders’ Agent and the Company Preferred Shareholders and Principal Shareholders shall be entitled, at their expense, to participate in any defense of such claim.
The execution, delivery and performance of this Agreement, the Plan of Merger and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Special Transaction Committee and by the Company Preferred Shareholders Approval.
Any Section 7.1 Indemnification Claim shall reduce each Company Preferred Shareholder's and each holder of Company Shareholder Notes' entitlement to Escrow Shares (or proceeds therefrom) on a pro rata basis in accordance with the allocation ratios of the Company Preferred Shareholders and holders of Company Shareholder Notes to be set forth on Schedule 7.5.
Twenty-five percent (25%) of the Closing Merger Shares shall be held in escrow (the "Escrow Shares") pursuant to the Indemnity Escrow Agreement, and seventy-five percent (75%) of the Closing Merger Shares shall be issued to the Company Preferred Shareholders and holders of Company Shareholder Notes at the Closing.
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Notwithstanding anything in this Agreement to the contrary, all defined terms used with respect to calculating the Merger Consideration and allocating it among the Company Preferred Shareholders will be reduced proportionately to reflect any shares held by Dissenting Stockholders.
The provisions of this Article II do not apply to the Company Preferred Shareholders, the Company Common Shareholders (other than Apollo) or the Founders, except with respect to the right of the Founders to identify Founder Replacement Directors pursuant to Section 2.2.