Securityholder Agent definition

Securityholder Agent as defined in Section 12.5.
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Securityholder Agent has the meaning given to it in the forefront of this Agreement.
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Securityholder Agent means as set forth in Section 8.2(h).
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Examples of Securityholder Agent in a sentence

  • No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services.

  • Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund.

  • If the Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent.

  • The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Securityholder Agent.

  • The notice from Parent to the Securityholder Agent shall set forth such material information with respect to the Third Party Claim as is then reasonably available to Parent.

  • In the event that the Securityholder Agent has consented to any such settlement, the Securityholder Agent shall have no power or authority to object under any provision of this Article VII to the amount of any claim by Parent against the Escrow Fund with respect to such settlement.

  • Parent shall have the right in its sole discretion to settle any such claim; provided, however, that except with the consent of the Securityholder Agent, no settlement of any such claim with third-party claimants shall alone be determinative of the amount of any claim against the Escrow Fund.

  • Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the stockholders of the Company.

  • After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

  • No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his services.


More Definitions of Securityholder Agent

Securityholder Agent. Section 7.3(a)(i)
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Securityholder Agent has the meaning set forth in Section 4.5(h);
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Securityholder Agent means Xxxxx X. Xxxxxx, Ph.D., as agent and attorney-in-fact for each Securityholder, or any person selected by the Securityholders as a successor Securityholder Agent, to act on behalf of all Securityholders for purposes of this Agreement, including Section 3.05 and Article X.
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Securityholder Agent means Shareholder Representative Services LLC, a Colorado limited liability company, acting solely in its capacity as the representative and agent of the Selling Shareholders;“Share of Stamp Duty”means the Stamp Duty Percentage of the Estimated Aggregate Dutiable Consideration;“Shares”means any shares issued or to be issued in the share capital of the Company, and includes the Ordinary Shares and the Preferred Shares;“[*****]”has the meaning given in [*****];“Specified Product”means [*****];“Squeeze-Out Acquisition”has the meaning given in clause 10.1;“Stamp Duty Percentage”means an amount equal to one-half of the percentage rate of stamp duty payable on instruments effecting the transfer of shares pursuant to the Finance Act 2003, or any successor legislation thereof, as in effect on the Completion Date.“Subscription Agreement”has the meaning given in the Recitals;“Subsidiary”means the Dutch Subsidiary, the California Subsidiary and each other subsidiary or Subsidiary Undertaking of the Company from time to time;“Subsidiary Undertaking”shall be construed in accordance with sections 1161 and 1162 of the Act;“Tax” or “Taxation”means, whether or not directly or primarily chargeable against or attributable to the Company and regardless of whether the Company or any Subsidiary has, or may have, any right of reimbursement against any other person:(a) any form of tax, levy, impost, duty, contribution, customs and other import duties, liability and charge in the nature of taxation and all related withholdings or deductions of any kind (including, for the avoidance of doubt, any National Insurance Contributions and social security contribution liabilities and similar or corresponding obligations) wherever and whenever payable and shall further include any amount payable as a consequence of any claim, direction order or determination of any Taxation Authority; and(b) all fines, penalties, charges, costs and interest included in or relating to any of the above or to any obligation in respect of any of the above;“Tax Warranty”means a warranty in paragraph 9 of Schedule 8 (Warranties);“Taxation Authority”means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official competent to impose, administer, levy, assess or collect Tax;
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Securityholder Agent has the meaning given to it in Section 7.3(g)(i).
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Related to Securityholder Agent

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Securityholder or Holder Any Noteholder or a Certificateholder.

  • Securityholders means the Noteholders and the Certificateholders.

  • Securityholder means the Person in whose name a Security is registered on the Registrar’s books.

  • Securityholders Agreement means the Securityholders Agreement of the Company, dated as of May 5, 1998, as the same has been and may be amended from time to time.

  • BofA Securities means BofA Securities, Inc.

  • Initial Holders has the meaning set forth in the preamble.

  • Majority Holders means at any time Holders representing a majority of the Registrable Securities.

  • NIM Securities Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by one or more Rating Agencies.

  • Series A Securities means the Company's 9.25% Series A Junior Subordinated Deferrable Interest Debentures due February 1, 2027, as authenticated and issued under this Indenture.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Registrar and Transfer Agent means the registrar and transfer agent of the Partnership appointed by the General Partner, the initial registrar and transfer agent being Computershare.

  • Initial Stockholders means the stockholders of Holdings who became -------------------- stockholders as of the Closing Date (including employees or directors of Holdings or any Subsidiary who were granted options to purchase stock as of the Closing Date) and any transferees of such stockholders described in clause (i) or (ii) in the definition of Approved Sale.

  • Transfer Agents means the Transfer Agents referred to above and such further or other Transfer Agent or Agents as may be appointed from time to time hereunder either generally or in relation to a specific Series of Notes.

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

  • Holders means the holder or holders, as the case may be, from time to time of Registrable Securities.

  • Preferred Holders means the record owners of outstanding Preferred Securities.

  • Majority in Interest of Noteholders means, as of a particular date of determination and subject to Section 2.16 of the Indenture, the holders of at least a majority in aggregate unpaid principal amount of all Equipment Notes outstanding as of such date (excluding any Equipment Notes held by the Company or any Affiliate thereof, it being understood that a Pass Through Trustee shall be considered an Affiliate of the Company as long as more than 50% in the aggregate face amount of Pass Through Certificates issued by the corresponding Pass Through Trust are held by the Company or an Affiliate of the Company or a Pass Through Trustee is otherwise under the control of the Company or such Affiliate of the Company (unless all Equipment Notes then outstanding are held by the Company or any Affiliate thereof, including the Pass Through Trustees which are considered Affiliates of the Company pursuant hereto)); provided that for the purposes of directing any action or casting any vote or giving any consent, waiver or instruction hereunder, any Noteholder of an Equipment Note or Equipment Notes may allocate, in such Noteholder’s sole discretion, any fractional portion of the principal amount of such Equipment Note or Equipment Notes in favor of or in opposition to any such action, vote, consent, waiver or instruction.

  • Transfer Agent and Registrar shall have the meaning set forth in Section 2.5(e) hereof.

  • Equity Holders means the Stockholders and the Option Holders.

  • Certificateholder or Holder The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee is entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.

  • Depositary Agent shall have the meaning set forth in Section 7(c) hereof.

  • Majority Certificateholders The Holders of Certificates evidencing at least 51% of the Voting Rights.

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.