Participating Equityholder definition

Participating Equityholder shall have the meaning set forth in Section 2(b)(i).
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Participating Equityholder means each Company Stockholder and each Deemed Equity Holder.
Sample 1
Participating Equityholder means each PSQ Stockholder and each Deemed Equity Holder.
Sample 1

Examples of Participating Equityholder in a sentence

  • Parent shall be deemed to have contributed the percentage of the Closing Date Adjustment Escrow Amount with respect to each Participating Equityholder as set forth on the Closing Consideration Schedule and the cash consideration payable to each Participating Equityholder pursuant to Section 2.1, Section 2.4, or Section 2.5(a), as applicable, shall be reduced by such amount.

  • In the event of a distribution of any amounts from the Adjustment Escrow Account to the Participating Equityholders, each Participating Equityholder shall be entitled to receive a percentage of such distribution equal to the percentage set forth with respect to such Participating Equityholder on the Closing Consideration Schedule.

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  • In the event of a distribution of any amounts from the Indemnity Escrow Account to the Participating Equityholders, each Participating Equityholder shall be entitled to receive a percentage of such distribution equal to the percentage set forth with respect to such Participating Equityholder on the Closing Consideration Schedule.

  • For the elimination of doubt, a Participating Equityholder that owns or holds unexercised or unissued Xxxxxxx Share Awards, Xxxxxxx Share Options, or Interim Period Employee Shares, or Phantom Plan Equity Award Units, shall have no right to exercise dissenter’s rights with respect to such securities pursuant to the Companies Act.

  • Notwithstanding the foregoing, in the event that a dispute arises between Buyer, Merger Sub, the Surviving Corporation or its Subsidiaries, on the one hand, and a Person other than the Representative, a Participating Equityholder or one of their Affiliates, on the other hand, after the Closing, Buyer, Merger Sub, the Company and any of its Subsidiaries, as applicable, may assert the attorney-client privilege to prevent disclosure of Protected Communications to such third party.

  • The estimated Per Share Common Merger Consideration and the Fully-Diluted Pro Rata Percentage for each Participating Equityholder is set forth on Schedule 1.1, which will be updated at least three (3) Business Days prior to Closing, in accordance with this Agreement and as approved by the Board of Directors of the Company and by the Stockholders.

  • The portion of the Expense Fund Amount allocable to each Participating Equityholder shall be determined by multiplying the aggregate amount in the Expense Fund by such Participating Equityholder’s Transaction Percentage.

  • Notwithstanding anything to the contrary herein, in the event of a claim hereunder against a single Participating Equityholder, and not any other Participating Equityholders, such affected Participating Equityholder shall be entitled to control the defense of such claim.

  • By a Stockholder executing and delivering a Joinder pursuant to Section 4.1(a) and a holder of In the Money Options executing and delivering an Option Cancellation Agreement pursuant to Section 4.1(d), each Participating Equityholder will be deemed to have approved of and consented to the provisions of this Article 8 and the appointment of the Representative.


More Definitions of Participating Equityholder

Participating Equityholder means any holder of Company Capital Stock, Participating Option, Cashed-Out Options and Cashed-Out Warrants, in each case, as of immediately prior to the First Effective Time, as set forth on the Spreadsheet.
Sample 1
Participating Equityholder s "TAG-ALONG PERCENTAGE" is the quotient obtained by dividing the number of Units owned by such Participating Equityholder by the sum of the aggregate number of Units owned by the Equityholders (including the Initiating Equityholder) and, without duplication, all other holders having co-sale rights with respect to such Transfer.
Sample 1

Related to Participating Equityholder

  • Equityholder has the meaning set forth in the Preamble.

  • Equityholders has the meaning set forth in the Preamble.

  • Unit Holder means the owner of one or more Units.

  • 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.

  • Participating Entity Any Subcontractor or Subservicer which is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; provided, further, for the purposes of the third paragraph of Section 7.04(c), that a “Participating Entity” shall be determined without respect to any threshold limitations in Instruction 2. to Item 1122 of Regulation AB. Person: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof.

  • Individual Member means a registered, financial Member of the Club who is at least 18 years of age.

  • Participating member means an eligible employee who elects to participate in the defined contribution retirement plan established under this chapter.

  • Unitholder means a person holding units in the scheme of the Mutual Fund.

  • Participating Entities and “Participating Entity” are defined on the Coversheet.

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

  • Designated Employer Representative (DER) means a designated school district representative authorized to take immediate action to remove employees from safety-sensitive duties, to make required decisions in the testing and evaluation process, and to receive test results and other communications for the school district.

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Founder Member means a subscriber to these rules for the purposes of registration;

  • Full Member means any person who is in one of the categories of membership referred to in Rule 10.3.

  • Deferred member means a person who elected to receive deferred vested retirement

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Interest Holder means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.

  • Holder Group means the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. Anything herein to the contrary, any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Rollover Unit holder shall be defined as set forth in Section 5.05, herein."

  • Founding Member means any individual who is either:

  • Class B Holder means the Person in whose name a Class B Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent, request or waiver pursuant to this Agreement, the interest evidenced by any Class B Certificate registered in the name of the Transferor, Servicer, or any Person actually known to an Authorized Officer of Trustee to be an Affiliate of the Transferor or Servicer, shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, request or waiver shall have been obtained.

  • FTR Holder means the PJM Member that has acquired and possesses an FTR.

  • Participating Affiliate means an Affiliate which has been designated by the Committee in advance of the Purchase Period in question as a corporation whose eligible Permanent Full-Time Employees may participate in the Plan.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • 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).