Pre-Closing Shareholders definition
Examples of Pre-Closing Shareholders in a sentence
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.
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.
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.
The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Company Pre-Closing Shareholders or otherwise on any matter.
For purposes of this Agreement and the Escrow Instructions, "Pre-Closing Shareholders" shall mean any shareholders owning stock in the Company both immediately prior to the date hereof and as certified to the Escrow Agent by the Company as of the close of business on the date the Escrow Instructions are provided to the Escrow Agent.
Payments under this Section 10.09(d) shall be grossed up for the additional Tax liability (calculated as provided below) incurred by the Pre-Closing Shareholders resulting from the receipt of payments made pursuant to this Section 10.09(d) (the “Gross Up”).
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).
None of the Pre-Closing Shareholders or any of their respective Representatives shall have any obligations under Section 6.06(b) following the Closing.
The Special Dividend shall not exceed an amount which would cause First National’s Estimated PreClosing Shareholders Equity to be less than $17,600,000.
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.