Definition of Pre-Closing Shareholders


Pre-Closing Shareholders means the holders of Shares immediately prior to the Effective Time, including the Rollover Shareholders.
Sample 1

Examples of Pre-Closing Shareholders in a sentence

The Company shall be required to provide such registration rights to the Pre-Closing Shareholders and the Restricted Shareholders and to maintain the effectiveness of such registration statement for a period of not less than one year or until all the Registrable Shares included in the registration statement have been sold or been deposited with a brokerage firm for resale under Rule 144.
This Agreement shall be binding upon and shall, except for the rights of the Pre-Closing Shareholders and the Shareholders' Representative, and except for the rights of the Acquiror's lenders and other debt financing sources under Section 11.10, Section 11.11 and Section 11.13, inure solely to the benefit of each party hereto, and nothing in this Agreement is intended to confer upon any other Person any legal or equitable rights or remedies of any nature whatsoever under or by reason of this Agreement.
Until the Escrow Termination Date, the Escrow Fund shall be available solely for purposes of the purchase price adjustment pursuant to Section 3.05, to compensate Acquiror pursuant to the indemnification obligations of the Pre-Closing Shareholders in accordance with and subject to ARTICLE X and for other payments expressly identified in this Agreement as payable out of the Escrow Fund.
On the Closing Date, Acquiror shall, for the benefit of the Pre-Closing Shareholders, deposit a cash amount equal to the Escrow Amount to an account designated by the Escrow Agent (the "Escrow Fund"), such deposit to be governed by the terms set forth herein and in the Escrow Agreement.
The indemnifying party (Acquiror or the Shareholders' Representative on behalf of the Pre-Closing Shareholders, as applicable) shall have thirty (30) days from receipt of any such notice of a Third Party Claim to give notice to assume the defense thereof.