Merger Shareholders definition

Merger Shareholders shall refer initially to Sierra and all Persons who were shareholders of NES immediately prior to the Effective Time ("NES Shareholders") and who prior to the Effective Time either (a) voted in favor of or consented in writing to the adoption of the Reorganization Agreement or (b) failed to take any action required by Section 1300 of the California General Corporation Law (the "California Law") to have been taken prior to such time in order to perfect or otherwise preserve their dissenters' rights thereunder. In the event that following the Effective Time, any NES Shareholder who was not initially a Merger Shareholder either (i) votes in favor of or consents in writing to the adoption of the Reorganization Agreement or (ii) otherwise takes (or omits to take) any action that results in the failure of such NES Shareholder to perfect or preserve his dissenters' rights under Section 1300 of the California Law, such NES Shareholder shall automatically and without the requirement of any action on the part of such NES Shareholder or any party to this Escrow Agreement be deemed to be a Merger Shareholder hereunder. GraphOn shall cause Schedule A to be revised from time to time to reflect any such additional Merger Shareholders.
Sample 1

Examples of Merger Shareholders in a sentence

  • Prime, each of the Prime Affiliates, and to the best of the knowledge of Prime management, New Prime and Sky Merger will not pay expenses of Prime Shareholders or Sky Merger Shareholders, if any, incurred in connection with the Corporate Merger.

  • Additionally, it is expected that, following the Merger, Shareholders will benefit from lower cost of operations resulting from increased assets and a larger investor base.

  • In considering the recommendation of the Board and the Special Committee with respect to the Merger, Shareholders should be aware that three members of the Board have certain interests in the Merger which are described below and which are in addition to, and may conflict with the interests of Shareholders generally, in connection with, the Merger Agreement.

  • Each of the Company and Parent shall use their respective reasonable best efforts to hold the Company Shareholders Meeting and the Parent Shareholders Meeting on the same day and at the same time as the other Merger Shareholders Meeting.

  • The Directors believe that, as a result of the Merger, Shareholders of both the Global Contrarian Fund and the Global Equity Fund are expected to benefit from the increased scale of the investments in the Global Equity Fund and from economies of scales that may result in lower operating and administrative expenses.

  • Plan assets consist principally of corporate and government bonds and common stocks.

  • In considering the fairness of the consideration to be received in the Offer and the Merger, Shareholders should be aware that Bee Street and certain officers and directors of CMC have interests in the Offer and the Merger which may present them with certain actual or potential conflicts of interest.

  • By participating in the Merger, Shareholders are deemed to agree that all representations, warranties, indemnities, confirmations and declarations provided by Shareholders in existing subscription forms shall be deemed to be provided to the Receiving Fund as if the subscription forms had been addressed directly to the Receiving Fund and provided by the Shareholders as such at the Effective Time.

  • The Custodian will hold the BA Holdco Shares, together with all and any rights and other securities, property and cash attributable to the BA Holdco Shares, as bare trustee for the BA Merger Shareholders in accordance with the terms set out in the BA Holdco Trust Deed.

  • The position with respect to Excluded Merger Shareholders is described in section 12.6 of this Part and with respect to Excluded Overseas Shareholders is described in section 10 of this Part.

Related to Merger Shareholders

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

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

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

  • 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.

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

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

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

  • Merger Shares has the meaning set forth in Section 2.2(c).

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

  • Preferred Shareholders means the holders of Preferred Shares.

  • Target Shareholders means the holders of Target Shares;

  • Common Stockholders means holders of shares of Common Stock.

  • Ordinary Shareholders means holders of Ordinary Shares.

  • 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).

  • 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.

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

  • Principal Shareholders means, collectively, Wxxxxxx Xxxxxx, Jxxx Xxxxxx and Dxxxx Xxxxxx.

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

  • Dissenting Shareholders means registered Shareholders who validly exercise the rights of dissent provided to them under the Interim Order;

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

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

  • Company Shareholders Meeting shall have the meaning set forth in Section 2 hereof.

  • Company Shareholder Meeting has the meaning set forth in Section 5.2(a).

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

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

  • Existing Stockholders means the WCAS Securityholders and their Affiliates.