Former Equity Owners definition

Former Equity Owners has the meaning set forth in the recitals, and shall be deemed to include their respective Affiliates, immediate family members, heirs, successors and assigns who may succeed to such Person as a Holder hereunder.
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Former Equity Owners has the meaning set forth in the recitals, and shall be deemed to include their Permitted Transferees, as defined in the Corporation’s amended and restated certificate of incorporation.
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Examples of Former Equity Owners in a sentence

  • Any amounts remaining unclaimed by Former Equity Owners by the second anniversary of the respective Product Payment Date (or such earlier date, immediately before such time when the amounts would otherwise escheat to or become property of any Government Entity) will become, to the extent permitted by applicable Laws, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

  • The costs, fees and expenses of the Accounting Firm will be borne equally by Parent, on the one hand, and Representative (on behalf of the Former Equity Owners), on the other hand.

  • The parties agree that the transactions contemplated by this Agreement will be treated from Parent’s perspective for U.S. federal income Tax purposes as an asset purchase and from the perspective of the Former Equity Owners for U.S. federal income Tax purposes as a sale of partnership interests pursuant to Situation 2 of IRS Revenue Ruling 99-6, 1991-1 C.B. 432.

  • Any portion of an Earn Out Payment that remains unclaimed by the Former Equity Owners after the first anniversary of the date on which such Earn Out Payment was first tendered generally to Former Equity Owners will be returned to Parent, upon demand, and any such Former Equity Owner who has not delivered a Valid Form W-9 or W-8BEN or an accredited investor letter, as the case may be, on or before that first anniversary, may thereafter look only to Parent for payment of the Earn out Payment.

  • Any amounts remaining unclaimed by Former Equity Owners by the second anniversary of the date on which such Earn Out Payment was first tendered generally to Former Equity Owners (or such earlier date, immediately before such time when the amounts would otherwise escheat to or become property of any Government Entity) will become, to the extent permitted by applicable Laws, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

  • We also advise that we have revised the line item to clarify that it relates to all vested shares of Class A common stock, not just those that relate to those held by the Former Equity Owners.

  • As conventional cyberattacks will become obsolete, AI technologies, skills and tools will become more available and affordable, incentivising attackers to make use of AI-enabled cyberattacks.

  • The identity of Representative may be changed, and a successor Representative may be appointed, from time to time (including in the event of the resignation or the death, dissolution, disability or other incapacity of Representative) by Former Equity Owners who, immediately before the Effective Time, held at least 65% of the Class A Units, and any such successor will succeed Representative as Representative hereunder.

  • Payments to be made to Former Equity Owners pro rata pursuant to this Agreement will be made in proportion to their respective Sharing Ratios.

  • Accumulated deficit................................................................$ (105,243)Expense recognized from modification of equity held by Former Equity Owners pursuant toi3 Verticals, Inc.

Related to Former Equity Owners

  • SPE Equity Owner is not applicable. Borrower will not be required to maintain an SPE Equity Owner in its organizational structure during the term of the Loan and all references to SPE Equity Owner in this Loan Agreement and in the Note will be of no force or effect.

  • Equity Owner means the direct or indirect owner of an Equity Interest. “Expiration Date” has the meaning set forth in Section 3.

  • Equity Ownership means the percentage ownership and control, exercised by individuals within an enterprise.

  • Designated Foreign Subsidiaries means all members of the Company Group that are organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

  • Portfolio Companies means any Person in which any Fund owns or has made, directly or indirectly, an investment.

  • Property Owners association" or "association" means an incorporated or unincorporated entity upon which responsibilities are imposed and to which authority is granted in the declaration.

  • Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above.

  • Special Purpose Investment Personnel means each SEI Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of a Trust or any Fund thereof is discussed or carried on), obtains contemporaneous information regarding the purchase or sale of a Security by a Fund. Special Purpose Investment Personnel shall occupy this status only with respect to those Securities as to which he or she obtains such contemporaneous information.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • Company-Sponsored Equity Account means an account that is created with the Equity Account Administrator in connection with the administration of the Company’s equity plans and programs, including the Plan.

  • Foreign Subsidiaries means each Subsidiary of the Lead Borrower that is not a Domestic Subsidiary.

  • Canadian Subsidiaries means the Subsidiaries (other than the Canadian Parent) organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Unrestricted Cash and Cash Equivalents means, as of any date of determination, the sum of the aggregate amount of Cash and Cash Equivalents (valued at fair market value) which is Unrestricted. As used in this definition, “Unrestricted” means the specified asset is not subject to any escrow, cash trap, reserves, Liens (other Liens permitted under Section 10.5) or claims of any kind in favor of any Person.

  • Equity Equivalents means with respect to any Person any rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of such Person or securities exercisable for or convertible or exchangeable into Equity Interests of such Person, whether at the time of issuance or upon the passage of time or the occurrence of some future event.

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Domestic Subsidiaries means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • Company Equity Plans means the Company’s 1994 Stock Option Plan, 1998 Stock Option Plan, 2000 Stock Option Plan, 2003 Equity Incentive Plan and 2005 Equity Incentive Plan, each as may be amended from time to time, and any stock option agreements, award notices, stock purchase agreements or other agreements or instruments executed and delivered pursuant thereto.

  • Portfolio Company means the issuer or obligor under any Portfolio Investment held by any Obligor.

  • Non-Performing Common Equity means Capital Stock (other than Preferred Stock) and warrants of an issuer having any debt outstanding that is non-Performing.

  • Total Equity means the product of: (i) the sum of (A) the aggregate number of shares of Common Stock to be outstanding immediately following the IPO Closing (excluding the over-allotment option, if any) and (B) the aggregate number of OP Units to be outstanding immediately following the IPO Closing other than OP Units held by the Company times (ii) the IPO Price.

  • Defaulting Limited Partner means a Limited Partner that has failed to pay any amount owed to the Partnership under a Partnership Loan within 15 days after demand for payment thereof is made by the Partnership.

  • Qualified portfolio company means a company that (i) has its principal place of business in the

  • Investment Personnel means: (a) Portfolio Managers and other Advisory Persons who provide investment information and/or advice to the Portfolio Manager(s) and/or help execute the Portfolio Manager's(s') investment decisions, including securities analysts and traders; (b) any natural person in a control relationship to the Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of a security; and (c) certain other individuals as designated by the Compliance Officer.

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.