Participating Rights Holders definition

Participating Rights Holders means those persons (other than the holders of Company Dissenting Shares) who, immediately prior to the Effective Time, were holders of Common Stock, Company Options or Warrants and whose interests therein, as the result of the Merger, are converted into rights to receive a portion of the Merger Consideration.
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Participating Rights Holders means those Persons (other than the holders of Company Dissenting Shares) who, immediately prior to the Effective Time, were holders of Common Stock or Vested In-The-Money Company Options, and whose interests therein, as the result of the Merger, are converted into rights to receive a pro rata portion of the Merger Consideration. For purposes of this Agreement, "Participating Rights Holder" shall include a Participating Rights Holder's "immediate family" as that term is defined in 17 C.F.R. 240.16a-1(e), by will or by the laws of descent and distribution, or by instrument to an inter vivos or testamentary trust in which the Common Stock or Vested In-The-Money Company Options are to be passed to beneficiaries upon the death of the trustor (settler), or, by gift, to such immediate family; provided, that such Common Stock or Vested In-The-Money Company Options in the hands of each such transferee shall remain subject to this Agreement.
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Participating Rights Holders means those Persons who, immediately prior to the Effective Time, are holders of Common Stock, Preferred Stock, Company Options (other than with respect to any Rollover Options) and/or the Company Warrants, and whose interests therein, as the result of the Merger, are converted into rights to receive a portion of the Initial Merger Consideration. For the avoidance of doubt, a Person who is excluded from this definition due to their ownership of Rollover Options is only excluded with respect to their Rollover Options, and is a Participating Rights Holder with respect to any other Common Stock, Company Options or Company Warrants that such Person holds.
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Examples of Participating Rights Holders in a sentence

  • If any Participating Rights Holder fails or declines to exercise its Right of Participation in accordance with subsection (a) above, the Company shall promptly give notice (the “Second Participation Notice”) to other Participating Rights Holders who exercised their Right of Participation (the “Right Participants”) in accordance with subsection (a) above.

  • If any Participating Rights Holder fails or declines to exercise its Right of Participation in accordance with Section 3.4(a) above, the Company shall promptly give notice (the “Second Participation Notice”) to other Participating Rights Holders who exercised their Right of Participation (the “Right Participants”) in accordance with Section 3.4(a) above.

  • If any Participating Rights Holder fails to exercise its Right of Participation with respect to all of the New Securities which such Participating Rights Holder is entitled to purchase, or declines to exercise its Right of Participation in accordance with Article 8(d) (i) above, the Company shall promptly give notice (the “Second Participation Notice”) to other Participating Rights Holders who fully exercised their Right of Participation (the “Right Participants”) in accordance with Article 8(d) (i) above.

  • If any Participating Rights Holder fails or declines to exercise its Right of Participation in accordance with subsection (a) above, the Company shall promptly give notice (the “Second Participation Notice”) to other Participating Rights Holders who have exercised their Right of Participation (the “Right Participants”) in accordance with subsection (a) above.

  • To the extent one or more of the Participating Investors and/or Participating Rights Holders exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares of Transfer Stock that the selling Key Holder may sell in the Proposed Key Holder Transfer shall be correspondingly reduced.

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  • If any Participating Rights Holder fails or declines to exercise its Right of Participation in accordance with Section 3.4(a) of this Appendix, the Company shall promptly give notice (the “Second Participation Notice”) to other Participating Rights Holders who exercised their Right of Participation (the “Right Participants”) in accordance with Section 3.4(a) of this Appendix.

  • The Company will distribute such materials to eligible Participating Rights Holders.

  • If any Participating Rights Holder fails to exercise its Right of Participation in accordance with subsection (d)(i) above, the Company shall promptly give a written notice (the “Second Participation Notice”) to the Participating Rights Holders who agreed to exercise their Right of Participation (the “Rights Participants”) in accordance with subsection (d)(i) above.

  • OSI shall be entitled to rely entirely on any such written notice in reducing the amount of any payments to be made to any Participating Rights Holders in respect of the Contingent Payments, if any.


More Definitions of Participating Rights Holders

Participating Rights Holders means the Persons set forth on Schedule 3.
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Participating Rights Holders has the meaning set forth in the Offering Memorandum.
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Participating Rights Holders means those persons (other than the holders of Dissenting Shares, the Company, Parent or any Subsidiary of the Company or Parent) who, immediately prior to the Effective Time of the Merger, were holders of shares of Company Common Stock, Company Preferred Stock or Company Options (including all Company Options that are terminated prior to the time immediately prior to the Effective Time pursuant to the Option Notice) and whose interests therein, as the result of the Merger, are converted into rights to receive a portion of (a) the Closing Payment Amount, (b) the funds deposited in escrow, when such funds, if any, are released pursuant to the terms of the Escrow Agreement, and (c) any Contingent Payment.
Sample 1
Participating Rights Holders means those persons (other than Valor or any holder of HW Owned Equity) who, immediately prior to the ISR Effective Time, were holders of Valor Ordinary Shares, Valor Preferred Shares, Valor Warrants or Valor Options and whose interests therein, as the result of the ISR Merger, are converted into rights to receive a portion of the Merger Consideration.
Sample 1

Related to Participating Rights Holders

  • Rights Holders Special Meeting" means a meeting of the holder of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(c);

  • Rights Holder means the holder of the Call Rights.

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

  • Eligible Holders has the meaning set forth in Section 2.01(a).

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

  • Participating Share or “Share” means the Participating Shares of no par value in the

  • 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 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.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • Other Holders means holders of Other Notes.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Participating FFI means an FFI that, as from the effective date of any rules requiring withholding on "passthru payments" (as such term is defined pursuant to Sections 1471 through 1474 of the Code and any regulations thereunder or official interpretations thereof), meets the requirements of Section 1471(b) of the Code and any regulations or other official guidance issued thereunder and that has not elected to be withheld upon pursuant to Section 1471(b)(3) of the Code;

  • 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.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Eligible Holder means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).

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

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Rights Offering Participants means those Persons who duly subscribe for Rights Offering Shares in accordance with the Rights Offering Procedures.

  • Octopus Holder means a user of an Octopus who may be an AAVS Account Holder or who has linked his/her Octopus to an AAVS Account in the name of one of his/her family members or friends;

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Designated Holder means the Holder of Note A-1.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Participating Interest is defined in Section 1.3(e) hereof.

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • Participating Dentist means any Dentist who, at the time of rendering a Covered Dental Service to the Member, has a written agreement with CareFirst BlueChoice or the Dental Plan for the rendering of such service.