Effective Time Stockholder definition

Effective Time Stockholder means each holder of a share of Company Capital Stock issued and outstanding immediately prior to the Effective Time.
Sample 1Sample 2

Examples of Effective Time Stockholder in a sentence

  • Prior to the Effective Time, Stockholder --------------------- hereby agrees to execute and deliver to Household a Rule 145 Affiliate Agreement, substantially in the form of Exhibit A to the Merger Agreement.

  • Until the Effective Time, Stockholder (in his capacity as such) will not, and will not authorize, direct or knowingly permit any of his employees, Affiliates (it being understood that the Company is not an Affiliate of Stockholder restricted by this Section 5), investment bankers, attorneys, accountants or other agents, advisors or representatives to take any action that the Company would be prohibited from taking under Section 6.5 of the Merger Agreement.

  • Effective as of the Effective Time, Executive hereby releases and discharges the Company from all Claims related to, arising from, or attributed to paragraph (h) of the Series B Designation or the Company's failure to comply with any provision thereof at any time at or prior to the Effective Time and, as of the Effective Time, Stockholder agrees to execute and deliver to the Company a waiver and release substantially identical in substance to this Section 4(a)(xii).

  • Prior to the Effective Time, Stockholder and Purchaser shall select a bank or trust company reasonably acceptable to the Company to act as the exchange agent (the "Exchange Agent") for the holders of shares of Company Common Stock in connection with the Merger and shall enter into an agreement with the Exchange Agent which is reasonably acceptable to the Company.

  • Immediately prior to the Effective Time, Stockholder shall cause the Company to effect the transfer of the assets as set forth on Section 2.05 of the Company Disclosure Schedule with conveyances to be made in a manner reasonably acceptable to Stockholder, the Company and Purchaser.

  • If, at any time after six (6) months and within eighteen (18) months following the Effective Time, Stockholder desires to take any action referred to in clauses (i) or (ii) above (a "Proposed Action"), Stockholder shall give prior written notice of such Proposed Action to WAXS, specifying the number of shares subject to the Proposed Action.

  • Subject to Section 4.4 of the Merger Agreement, if, prior to the Effective Time, Stockholder receives any written Acquisition Proposal, then Stockholder will promptly (and in any event within 24 hours) notify Parent and the Company of the identity of the Person making and the material terms of such Acquisition Proposal (including a copy of any written Acquisition Proposal).

  • At or after the Effective Time, Stockholder shall surrender the VPI Common Stock certificates for cancellation to Parent's corporate Secretary, who shall act as the exchange agent to effect the exchange of VPI Common Stock certificates for the Merger Consideration.

  • Petrohawk hereby covenants and agrees with the Stockholder that it shall take all actions reasonably necessary to ensure that immediately following the Effective Time, Stockholder shall receive, if applicable, the Per Share Cash Consideration which the Stockholder is entitled to receive pursuant to the terms of the Merger Agreement in immediately available funds.

  • The buffer-overflow bug is the most significant weakness in software today.

Related to Effective Time Stockholder

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Company Shareholder means a holder of one or more Company Shares;

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

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

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

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Major Stockholder means any such Person.

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

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

  • Dissenting Shareholder means any Company Shareholder who has properly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such Dissent Rights;

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

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

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

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

  • Common Stockholders means holders of shares of Common Stock.

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

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • 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.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Preferred Shareholder means any holder of the Preferred Shares.

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

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

  • Significant Stockholder means Allied Irish Banks, p.l.c., a limited liability company incorporated under the laws of Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any successor thereto.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).