Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Acquireco means 2620756 Ontario Inc., a wholly-owned subsidiary of the Corporation incorporated under the OBCA for the purpose of carrying out the Amalgamation.
Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.
AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.
Company Shareholder means a holder of one or more Company Shares;
Holdco has the meaning set forth in the Preamble.
Acquisition Sub shall have the meaning set forth in the Preamble.
Existing Stockholders means the WCAS Securityholders and their Affiliates.
Callco has the meaning ascribed thereto in the introductory paragraph;
Acquiror has the meaning specified in the Preamble hereto.
PubCo has the meaning set forth in the Preamble.
Existing Shareholders has the meaning set forth in the preamble.
Acquisition Subsidiary has the meaning specified in Section 7.14.
Luxco is defined in the Preamble.
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.
Merger Sub has the meaning set forth in the Preamble.
Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.
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).
Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.
COAH means the Council on Affordable Housing, which is in, but not of, the Department of Community Affairs of the State of New Jersey, that was established under the New Jersey Fair Housing Act (N.J.S.A. 52:27D-301 et seq.).
Company Stockholders means the holders of shares of Company Capital Stock.
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).
Company U.S. Counsel means XxXxxxxxx Will & Xxxxx LLP, with offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.
Atlas means Automated Transportation Logistics Activity System. ATLAS is a computerized information system to which all Shippers have access upon request. ATLAS enables Shippers to nominate and release product and to monitor and coordinate the movement of Petroleum Products while on Carrier's system.
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.
Exchangeco has the meaning ascribed thereto in the introductory paragraph;