Continuing Stockholders definition

Continuing Stockholders means the existing stockholders of the Borrower party to the Contribution Agreement.
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Continuing Stockholders means, collectively, Lee Roy Mitchell, The Mitchell Special Trust, Alan Stock, Robert Copplx, Txxxxxx Xxxxxr and Xxxxxxx Cavalier.
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Continuing Stockholders as defined in the Stock Purchase Agreement.
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Examples of Continuing Stockholders in a sentence

  • The Special Committee determined that the Offer is fair to, and in the best interests of, Westminster's stockholders (other than the Continuing Stockholders) and recommends that Westminster's stockholders (other than the Continuing Stockholders) tender their Shares pursuant to the Offer.

  • The Continuing Stockholders are the only members of Acquiror and own all the Acquiror Units.

  • Dover Acquisition Corp., a Delaware corporation, is wholly-owned by the Trust and the other Continuing Stockholders and was recently organized in order to effectuate the Offer and the Merger.

  • Accordingly, if the Continuing Stockholders own 90% or more of the stock of Westminster that remains outstanding following the completion of the Offer, this type of merger, known as a Short-Form Merger, could be effected without a vote of Westminster's stockholders.

  • Similarly, the Continuing Stockholders would also bear the risk of any decrease in the value of Westminster.

  • The Continuing Stockholders, who currently collectively beneficially own approximately 66.1% of the outstanding shares of Westminster's common stock and who would own a greater percentage after completion of the Offer, would be able to approve the merger if it were proposed.

  • On August 6, 2004, Dover's Board of Directors held a regularly scheduled meeting in which the Trust delivered a revised offer letter describing the Trust's proposal to take Dover private in a two step transaction in which all stockholders of Dover (other than the Continuing Stockholders) would receive $30.50, in cash, for each share of Dover Common Stock that they own.

  • This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, including the Term Sheet dated April 13, 2001, between the Company and the Continuing Stockholders, with respect to the subject matter hereof.

  • For example, following the completion of the Offer, Westminster would have the ability to effect a Corporate Transaction in the form of a merger with a corporation formed and wholly owned by the Continuing Stockholders.

  • Except as otherwise provided in Sections 1.10, 4.7, 5.6, 5.10 and 5.11, this Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other person (other than the Continuing Stockholders, who shall be considered third party beneficiaries) any rights or remedies of any nature whatsoever under or by reason of this Agreement.


More Definitions of Continuing Stockholders

Continuing Stockholders shall have the meaning set forth in the definition of "Change of Control of CommScope".
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Continuing Stockholders means the holders of record of the Company's Capital Stock immediately prior to the Issue Date.
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Continuing Stockholders has the meaning set forth in the ----------------------- Recapitalization Agreement.
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Continuing Stockholders has the meaning set forth in Section 1.7(c).
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Continuing Stockholders means the shareholders of the Company identified on Schedule A hereto.
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Related to Continuing Stockholders

  • Existing Stockholders means the WCAS Securityholders and their Affiliates.

  • 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

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

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

  • 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.

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

  • 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.

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

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

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

  • 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.

  • 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.

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

  • 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.

  • 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.

  • Founders means all Members immediately prior to the consummation of the IPO.

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

  • Principal Shareholders means, collectively, Wxxxxxx Xxxxxx, Jxxx Xxxxxx and Dxxxx Xxxxxx.

  • Initial Stockholders means the stockholders of Holdings who became -------------------- stockholders as of the Closing Date (including employees or directors of Holdings or any Subsidiary who were granted options to purchase stock as of the Closing Date) and any transferees of such stockholders described in clause (i) or (ii) in the definition of Approved Sale.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • 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.

  • Existing Holders shall have the meaning given in the Preamble.