Consenting Stockholders definition

Consenting Stockholders shall have the meaning set forth in the Recitals.
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Consenting Stockholders has the meaning set forth in Section 6.2(a).
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Consenting Stockholders mean Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Trust Associates, BCIP Associates, Harvard Private Capital Holdings, Inc., Sealy Investors 1 LLC, Sealy Investors 2 LLC, Sealy Investors 3 LLC, Xxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxxxx, and Xxxxx Xxxxxx”.
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Examples of Consenting Stockholders in a sentence

  • The Consenting Stockholders collectively own a majority of the outstanding Common Stock.

  • The disclosure provided to the Consenting Stockholders in connection with the solicitation of the Stockholders Consent did not contain a material misstatement of fact or an omission of a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading.

  • The disclosure provided to the Consenting Stockholders in connection with the solicitation of the Shareholders Consent did not contain a material misstatement of fact or an omission of a material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading.

  • No further action by the Company or the Consenting Stockholders shall be required for such person to become a party to this Agreement.

  • The Consenting Stockholders collectively own a majority of the ------------ outstanding Common Stock.

  • The Company shall promptly forward to Acquiror a copy of all consents received from the Consenting Stockholders and shall promptly acknowledge in writing to Acquiror that consents have been received from the holders of a majority of the outstanding voting stock of the Company and that accordingly the Agreement and Plan of Merger has been duly approved pursuant to Florida law.

  • From the beginning of FY24/2, Ichigo will apply the accounting treatment and disclosure rules prescribed under the Accounting and Disclosure Under the Group Tax Aggregation System (ASBJ Guidance No. 42, August 12, 2021) for its reporting of corporate tax and local corporate tax, and tax accounting under its group aggregation system.

  • The execution of the Written Consent by the Consenting Stockholders is sufficient to effect the Company Stockholder Approval.

  • If a Proposed Budget is not approved by the requisite vote of the Company Board, then the directors of the Company shall (and the Consenting Stockholders shall cause their designees on the Company Board to) cooperate in good faith and confer with the CEO and other senior officers of the Company for the purpose of attempting to arrive at a Proposed Budget that can secure the approval of the Company Board.

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More Definitions of Consenting Stockholders

Consenting Stockholders means stockholders of the Company, representing at least 95% of the Company Capital Stock on an as-converted basis, outstanding immediately prior to the Reorganization (which calculation will exclude, for the avoidance of doubt, any Company options or Company Warrants).
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Consenting Stockholders means the Preferred Stockholders that approve the adoption of this Agreement and the Merger by written consent pursuant to Stockholder Consents.
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Consenting Stockholders has the meaning set forth in the Preamble above.
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Consenting Stockholders has the meaning set forth in Section 3.12(c).
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Consenting Stockholders means the Preferred Stockholders that approve this Agreement, the Merger and the Articles Amendment by written consent pursuant to Stockholder Consents. “Consideration” of a Series means, as to such Series of Preferred Stock, the amount set forth below opposite such Series reference: Series A - amount equal to the sum of (x) the product of (i) the result of (A) the A Preference Amount divided by (B) the A/D Aggregate Preferred Preference Amount, multiplied by (ii) the A/D Consideration, plus (y) the A Participation. Series B - amount equal to the product of (x) the result of (i) the B Preference Amount divided by (ii) the A/D Aggregate Preferred Preference Amount, multiplied by (y) the A/D Consideration. Series C - amount equal to the product of (x) the result of (i) the C Preference Amount divided by (ii) the A/D Aggregate Preferred Preference Amount, multiplied by (y) the A/D Consideration. Series D - amount equal to the product of (x) the result of (i) the D Preference Amount divided by (ii) the A/D Aggregate Preferred Preference Amount, multiplied by (y) the A/D Consideration. Series E - the Series E Preference Amount.
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Consenting Stockholders means the Stockholders listed on Exhibit A hereto;
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Related to Consenting Stockholders

  • Existing Stockholders means the WCAS Securityholders and their Affiliates.

  • 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.

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

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

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

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

  • Consenting Stakeholders has the meaning set forth in the preamble to this Agreement.

  • 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).

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

  • Common Stockholders means holders of shares of Common Stock.

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

  • 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;

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

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

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

  • 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.

  • 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.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

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

  • Dissenting Stockholder has the meaning set forth in Section 2.7.

  • 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.

  • Consenting Creditors has the meaning set forth in the preamble to this Agreement.