Pre-Closing Shareholders definition

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

  • As promptly as practicable after the Form S-4 shall have become effective, each of GX and the Company shall use its reasonable best efforts to cause the Joint Proxy Statement and all other customary proxy or other materials for meetings such as the Company Shareholder Meeting and the GX Shareholder Meeting, as applicable, to be mailed to the Company Pre-Closing Shareholders and the GX Shareholders, as applicable.

  • Subject to the provisions of applicable Law, at any time prior to the Closing, the Parties may modify or amend this Agreement by written agreement of GX and the Company; provided that any amendment of this Agreement that requires approval by the Company Pre-Closing Shareholders or the GX Shareholders under applicable Law will be subject to such approval.

  • Subject to Section 5.2, the Joint Proxy Statement shall include the Company Board’s recommendation that the Company Pre-Closing Shareholders adopt the Company Resolutions.

  • The Shareholders’ Representative may be changed by the holders of a majority in interest of the Pre-Closing Shareholders from time to time upon not less than ten (10) days’ prior written notice to Acquiror.

  • Pre-Closing Shareholders ---------------------- ---------------------------- ------------------------------------- Richard Kohl 540 89,000,000 ---------------------- ---------------------------- ------------------------------------- Dennis Spencer 540 89,000,000 ---------------------- ---------------------------- ------------------------------------- Norma J.

  • 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.

  • For purposes of making the Section 338(h)(10) Election, on or prior to the Closing Date, the Pre-Closing Shareholders shall deliver to Acquiror an executed original IRS Form 8023 (or successor form) and any other corresponding or similar form required under state, local or foreign Tax Law.

  • 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.

  • 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.

  • Within seven (7) days after the ITC Schedule has been agreed to (or, as the case may be, the Accountants have rendered their determination), Acquiror shall pay the Increased Tax Costs and the Gross Up, as set forth on the final ITC Schedule, to the Shareholders’ Representative, and thereafter Acquiror shall have no further obligation to the Pre-Closing Shareholders pursuant to this Section 10.09(d).

Related to Pre-Closing Shareholders

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional 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 Additional Registration Statement.

  • Target Shareholders means the holders of Target Shares;

  • Principal Shareholders means, collectively, Wxxxxxx Xxxxxx, Jxxx Xxxxxx and Dxxxx Xxxxxx.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • 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.

  • 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).

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

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

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

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

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Preferred Shareholders means the holders of Preferred Shares.

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

  • Ordinary Shareholders means holders of Ordinary Shares.

  • Second Closing has the meaning set forth in Section 2.2.

  • Existing Stockholders means the WCAS Securityholders and their Affiliates.

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

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • 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;

  • Parent Stockholders means the holders of the outstanding Parent Shares.

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

  • Common Stockholders means holders of shares of Common Stock.