GEROVA Shareholders definition

GEROVA Shareholders means each of SCP LLC (on behalf of itself and any Proposed Transferee), SCP Inc. (on behalf of itself and any Beneficial Owner or other Proposed Transferee), Stillwater Asset Backed Offshore Fund Ltd., Stillwater Asset Backed Fund SPV, SABF II Onshore SPV, Stillwater Market Neutral Fund Ltd., Wimbledon, Wimbledon Real Estate, Rineon, NatProv, IPG, Bleecker, Kingswood, Xxxxx, and any Beneficial Owner or other Proposed Transferee who receives Registrable Securities.
Sample 1

Examples of GEROVA Shareholders in a sentence

  • In the event of a breach by GEROVA or by any of the GEROVA Shareholders of any of their respective obligations under this Agreement, the GEROVA Shareholders or GEROVA, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of their rights under this Agreement.

  • This Agreement shall inure to the benefit of and be binding upon the successors and assigns, to the extent permitted by this Agreement, of each of the parties and shall inure to the benefit of the GEROVA Shareholders.

  • GEROVA shall immediately notify the GEROVA Shareholders via an Interim Report on Form 6-K and facsimile of the effectiveness of a Registration Statement on the same Trading Day that GEROVA telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of a Registration Statement.

  • GEROVA may not assign (except by merger) its rights or obligations hereunder without the prior written consent of the GEROVA Shareholders.

  • In no event shall the liability of such GEROVA Shareholders hereunder be greater in amount than the dollar amount of the net proceeds received by such GEROVA Shareholders upon the sale of the Registrable Securities giving rise to such indemnification obligation.

  • GEROVA and the GEROVA Shareholders agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

  • The GEROVA Shareholders agree by its acquisition of Registrable Securities that, upon receipt of a notice from GEROVA of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), the GEROVA Shareholders will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until they are advised in writing (the “Advice”) by GEROVA that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.

  • The GEROVA Shareholders and/or any of their shareholders, pledgees, assignees and successors-in-interest (the “Selling Stockholders”) may, from time to time, sell any or all of their Ordinary Shares on the NYSE Amex Exchange or any other stock exchange, market or trading facility on which the shares are traded or in private transactions.

  • Failure to so notify the GEROVA Shareholders within two Trading Days of such notification of effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(b).

  • The rights of the GEROVA Shareholders hereunder shall be assignable without the consent of GEROVA.

Related to GEROVA Shareholders

  • Company Shareholders means holders of Company Shares.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

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

  • 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.

  • 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).

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

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

  • Preferred Shareholders means the holders of Preferred Shares.

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

  • Target Shareholders means the holders of Target Shares;

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial 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 Initial Registration Statement.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Ordinary Shareholders means the holders of the Ordinary Shares of the Company.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Independent Shareholders means holders of Voting Shares, other than:

  • 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.

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

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

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

  • 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.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).