OWL Stockholder definition

OWL Stockholder means any Person who holds issued and outstanding OWL Common Stock immediately prior to the Effective Time. (hh)
Sample 1

Examples of OWL Stockholder in a sentence

  • The Merger Consideration Spreadsheet shall set forth (i) the names and address of each OWL Stockholder and (ii) the number of shares of Parent Common Stock each OWL Stockholder is entitled to receive pursuant to Section 2.8 with respect to OWL Common Stock held by such OWL Stockholder as of the Effective Time, based on the assumptions set forth therein.

  • Each OWL Stockholder shall be bound by all actions taken by the Stockholders’ Representatives consistent with this Section 12.14 in his, her, or its capacity as the Stockholders’ Representatives, and neither the Parent, Merger Sub nor the Surviving Corporation shall be liable to any of OWL Stockholders for any action taken or omitted to be taken by it in such reliance or for any action taken or omitted to be taken by the Stockholders’ Representative.

  • Parent shall cause Parent Certificates for shares of Parent Common Stock into which shares of OWL Common Stock, are converted at the Effective Time, which a OWL Stockholder shall be entitled to receive, to be delivered to such OWL Stockholder upon delivery to the Exchange Agent of OWL Certificates representing such shares of OWL Common Stock, together with the transmittal materials, duly executed and completed in accordance with the instructions thereto.

  • To the extent necessary, at the Closing, OWL shall deliver to Parent an updated Merger Consideration Spreadsheet setting forth the final calculations of the amounts due to each OWL Stockholder calculated in accordance with the provisions of this Article 2.

  • At the Effective Time the stock transfer books of OWL shall be closed and no transfer by any OWL Stockholder shall thereafter be made or recognized.

  • At the Effective Time, OWL Certificates presented to OWL for transfer shall be returned and such Person presenting such OWL Certificate for transfer and such OWL Stockholder shall be directed to the Exchange Agent.

Related to OWL Stockholder

  • 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).

  • 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.

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

  • 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 Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

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

  • Major Stockholder means any such Person.

  • 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).

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

  • Parent Stockholders means the holders of Parent Common Stock.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Initial Stockholder means any beneficial owner of the Company’s unregistered securities.

  • Management Stockholder shall have the meaning set forth in the introductory paragraph.

  • Shareholder means a person who owns shares in the company and is actively involved in the management of the enterprise or business and exercises control over the enterprise.

  • Stockholder means, with respect to any Person, each holder of Stock of such Person.

  • 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).

  • Majority Stockholder means any person that would be a “50-percent shareholder” (within the meaning of section 382(g)(4)(D) of the U.S. Tax Code) of Common Stock if such person claimed a Worthless Stock Deduction at any time on or after the Petition Date.

  • Significant Stockholder means Allied Irish Banks, p.l.c., a limited liability company incorporated under the laws of Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any successor thereto.

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

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Founder means, in respect of an issuer, a person who,

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • 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;