GPSI Stockholders definition

GPSI Stockholders means the Persons listed in Section 1.35 of the GPSI Disclosure Schedule.
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Examples of GPSI Stockholders in a sentence

  • Parent shall notify the GPSI Stockholders in writing by certified mail, telecopy or e-mail notice that such Shelf Registration Statement has been declared effective by the SEC on the date of such declaration by the SEC.

  • To support these alignment and focused efforts at the educator preparation level, revisions of literacy coursework required both for elementary and secondary teachers are currently underway with the secondary frameworks having been released in January 2017 and elementary frameworks scheduled for release in January 2018.

  • Parent, GPSI and Third Security, LLC, acting on behalf of the GPSI Stockholders, shall cooperate to respond promptly to any comments made by the SEC with respect thereto.

  • Parent agrees to keep such Shelf Registration Statement effective until the earlier of: (i) the passage of two years from the effective date of such Shelf Registration Statement; or (ii) the date on which all Registrable Securities may be resold by the GPSI Stockholders by reason of Rule 144(k) under the Securities Act or any other rule of similar effect.

  • All shares of Parent Series A Preferred Stock and Parent Common Stock issued upon conversion thereof to GPSI Stockholders hereunder shall be legended with a Securities Act legend and any legend required by the federal or state securities laws.

  • As soon as practicable following the Merger Closing Date, Parent shall prepare and file with the SEC a Shelf Registration Statement relating to, among other things, the offer and sale of the Registrable Securities by the GPSI Stockholders and shall use its best efforts to cause the SEC to declare such Registration Statement effective under the Securities Act as promptly as practicable after the Merger Closing Date.

  • Prior to the dissemination of the PPM to the GPSI Stockholders, the PPM shall be in a form approved by Third Security, LLC and its counsel, which approval may not be unreasonably withheld or delayed.

  • Parent, GPSI and Third Security, LLC, acting on behalf of the GPSI Stockholders, shall cooperate and provide each other with such information as each party may reasonably request in connection with the preparation of the PPM.

  • Parent shall deliver the PPM to the GPSI Stockholders at or before the time that it delivers the Parent Proxy Statement to its stockholders.

  • Parent shall have no obligation to supplement, update or correct the PPM after the expiration of the time period during which the GPSI Stockholders are entitled to exercise appraisal rights under the DGCL.

Related to GPSI Stockholders

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

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

  • Common Stockholders means holders of shares of Common Stock.

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

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

  • 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.

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

  • 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).

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

  • 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.

  • 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.

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

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

  • Preferred Shareholders means the holders of Preferred Shares.

  • Target Shareholders means the holders of Target Shares;

  • 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.

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

  • Existing Stockholders means the WCAS Securityholders and their Affiliates.

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

  • 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).

  • 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.

  • 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;

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

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

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

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