Former Stockholders definition

Former Stockholders a stockholder who is, or as a result of the transaction in question becomes, an "affiliate," as that term is used in the Securities Exchange Act of 1934 and the rules promulgated thereunder, of any party to such merger, consolidation or reorganization); or (v) the stockholders of Company approve the sale of substantially all of Company's business and/or assets to a person or entity which is not a subsidiary; PROVIDED, HOWEVER, that no Change in Control of Company shall be deemed to have occurred if the transaction giving rise thereto was approved by a majority of the board of directors who were in office immediately prior to such transaction.

Former Stockholders a stockholder who is, or as a result of the transaction in question becomes, an "affiliate",termthat is used in the Securities and Exchange Act of 19theand Rules promulgated thereunder, of any party to sumerger, consolidation or reorganization);

Former Stockholders means those persons who shall have held shares of Target Capital Stock immediately prior to the Effective Time.

Examples of Former Stockholders in a sentence

• BioMarin shall not retain or use for any purpose any such milestone payments or royalties paid by Catalyst and, following receipt of such milestone payments and royalties, BioMarin shall transmit such amounts to EUSA and/or the Former Stockholders of Huxley promptly, but in any event on or before the applicable Third Party Payment Due Date.

• Catalyst shall use Diligent Efforts to: (a) Commercialize at least one Licensed Product for LEMS in the U.S.; and (b) take all other actions necessary to either satisfy BioMarin’s obligations or allow BioMarin to satisfy its obligations (i) to EUSA under the EUSA License and (ii) to the Former Stockholders of Huxley under the Huxley Stock Purchase Agreement, in each case, (i) and (ii), relating to the Commercialization of Licensed Product in the Territory.

• During the transition to communal police, the remaining MUP shall carry out only normal policing duties, and shall draw down, pursuant to the schedule described in Chapter 7.

• BioMarin or its Affiliates to EUSA under the EUSA License and to the Former Stockholders of Huxley under the Huxley Stock Purchase Agreement on account of (i) the grant to Catalyst of the licenses set forth in Section 2.1, and (ii) the research, development, manufacture and/or commercialization of Licensed Products by Catalyst, its Affiliates or Sublicensees in the Territory.

• Pursuant to the Stock Purchase Agreement dated as of even date herewith (the "Purchase Agreement") between Orleans Homebuilders, Inc., a Delaware corporation ("Orleans"), and all of the stockholders of PLC (the "Former Stockholders"), Orleans is acquiring all of the issued and outstanding shares of stock of PLC.

More Definitions of Former Stockholders

Former Stockholders means those persons who held shares of outstanding Company Capital Stock immediately prior to the Effective Time (other than any holder of outstanding Company Warrants, Company Options or Units immediately prior to the Effective Time).

Former Stockholders a stockholder who is, or as a result of the transaction in question, becomes an "affiliate," as that term is used in the Securities Exchange Act of 1934 and the Rules promulgated thereunder, of any party to such merger, consolidation or reorganization); or (d) the stockholders of Berry approve the sale xx xxbstantially all of Berry's business and/or xxxxxx (in one transaction or a series of related transactions) to a person or entity which is not a subsidiary.

Former Stockholders has the meaning set forth in Section 13.15.

Former Stockholders means holders of Shares immediately prior to the Effective Time.

Former Stockholders has the meaning set forth in Section 3(ff) below.

Former Stockholders means the stockholders of the Company immediately prior to the Effective Time.

Former Stockholders means the stockholders of the Company immediately prior to the Effective Time. "FTC" means the Federal Trade Commission. "GAAP" means generally accepted accounting principles in effect in the United States of America at the time of determination, and which are applied on a consistent basis during the periods involved. "HSR ACT" means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. "LIENS" means all mortgages, claims, charges, liens, security interests, pledges, options, easements, rights of way, or other encumbrances of any nature whosoever. "PERMITTED LIENS" means (i) Liens for water and sewage charges and current taxes not yet due and payable or being contested in good faith by appropriate proceedings, (ii) mechanics', carriers', workers', repairers', materialmen's, warehousemen's and other similar Liens arising or incurred in the ordinary course of business, (iii) such other Liens as would not in the aggregate have a Company Material Adverse Effect and (iv) Liens arising or resulting from any action taken by Purchaser or Sub. "PERSON" means an individual, partnership, joint venture, trust, corporation, limited liability company or other entity (including, without limitation, any government or political subdivision or any agency, department or instrumentality thereof). "PURCHASER MATERIAL ADVERSE EFFECT" means any event, condition or circumstance that would or would be reasonably likely to have a material adverse effect on the properties, assets, condition (financial or otherwise), or results of operations of Purchaser and its Subsidiaries, taken as a whole, but excluding any such effect resulting from general economic conditions and any occurrence or condition affecting generally the industries in which Purchaser or its Subsidiaries operate. "PURCHASER PLANS" means employee benefit plans, as defined in Section 3(3) of ERISA, or such nonqualified employee benefit or deferred compensation plans, stock option bonus or incentive plans or other employee benefit or fringe benefit programs that may be in effect generally for employees of Purchaser or its Subsidiaries from time to time. "SECURITIES ACT" means the Securities Act of 1933, as amended. 7