Merus Shareholders definition

Merus Shareholders means the holders of Merus Shares at the applicable time;
Sample 1
Merus Shareholders means the holders of Merus Shares at the applicable time.
Sample 1

Examples of Merus Shareholders in a sentence

  • At the Effective Time, this Plan of Arrangement will be binding upon Merus, Envoy, the Merus Shareholders and the Envoy Shareholders and their respective heirs, executors, administrators, legal representatives, successors and assigns.

  • Therefore, Merus Shareholders should not rely on the representations and warranties as statements of factual information.

  • In addition to the approval of the Arrangement by the Merus Shareholders, closing of the Arrangement is subject to certain closing conditions customary for transactions of this nature including court approval of the Arrangement and receipt of the required regulatory approvals.

  • Subject to Sections 6.2 and 6.5 hereof, this Agreement may, at any time and from time to time, before and after the holding of the Meetings, but not later than the Effective Date, be amended or varied by written agreement of Merus and Envoy, subject to applicable law, without further notice to or authorization on the part of the Merus Shareholders and Envoy Shareholders.

  • The Fairness Opinion was provided to the Merus Board and Envoy Board and solely for the purpose of its consideration of the Arrangement and addresses the fairness of the Arrangement, from a financial point of view, to the Merus Shareholders and Envoy Shareholders.

  • AmendmentsThe Arrangement Agreement may, at any time and from time to time, before and after the holding of the Meetings, but not later than the Effective Date, be amended or varied by written agreement of Merus and Envoy, subject to applicable law, without further notice to or authorization on the part of the Merus Shareholders and Envoy Shareholders.

  • The Board, after a comprehensive review of strategic alternatives and consultation with Merus’ financial and legal advisors, and on the unanimous recommendation of the special committee of the Board, determined that the Arrangement is in the best interests of Merus and unanimously recommends that Merus Shareholders vote in favour of the Arrangement.

  • Semeniuk, CFA to consider whether the amalgamation was fair, from a financial point of view, to the Merus Shareholders.

  • Merus Shareholders should refer to the Arrangement Agreement for details regarding the additional negative and affirmative covenants given by Merus in relation to the conduct of its business prior to the effective time of the Arrangement.

  • In the Fairness Opinion, Mr. Semeniuk concluded that, subject to the assumptions, qualifications and limitations contained in the Fairness Opinion, as of November 4,2011, the Arrangement was fair, from a financial point of view, to the Merus Shareholders and Envoy Shareholders.

Related to Merus Shareholders

  • Company Shareholders means holders of Company Shares.

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

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

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

  • 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.

  • 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;

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

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

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

  • 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.

  • Preferred Shareholders means the holders of Preferred Shares.

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

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

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

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

  • 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.

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

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

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

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

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

  • Parent Stockholders means the holders of Parent Common 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).