Subsidiary Stockholders definition

Subsidiary Stockholders means holders of shares of Subsidiary Capital Stock.
Sample 1
Subsidiary Stockholders means the holders of the issued and outstanding shares of common stock, par value $0.001, of Subsidiary.
Sample 1

Examples of Subsidiary Stockholders in a sentence

  • Xxxxxxxx 1,043 783 Xxxxx Xxxxxxxxx 359 269 Xxxxx Xxxxxxxx 359 269 ======= ======= Total 455,000 341,250 SCHEDULE III List of Subsidiary Stockholders Xxxx X.

  • Immediately upon the consummation of the Reorganization, each Subsidiary Stockholders Agreement shall terminate and all provisions thereunder shall become null and void.

  • Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable to the Subsidiary Stockholders pursuant to this Agreement shall promptly be paid to Parent.

  • This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of Parent and Subsidiary; provided that after the adoption of this Agreement by the Subsidiary Stockholders, no amendment that reduces the Merger Consideration or that would materially adversely affect the Subsidiary Stockholders may be made without the further approval of the Subsidiary Stockholders.

  • The Exchange Agent shall invest the cash in the Exchange Fund as directed by Parent on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable to the Subsidiary Stockholders pursuant to this Agreement.

  • Purchaser, Merger Subsidiary, Stockholders and the Company have caused this Agreement to be executed as of the date first above written.

  • This Agreement and the Merger shall have been approved and adopted by the Subsidiary Stockholders (excluding for purposes of this determination all shares of Subsidiary Capital Stock beneficially owned by Parent) holding not less than sixty-seven percent (67%) of the outstanding shares of Subsidiary Capital Stock entitled to vote on the matters contemplated hereby, voting together as a single class on an as converted to Subsidiary Common Stock basis.

Related to Subsidiary Stockholders

  • Subsidiary Stock means, with respect to any Person, the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of any Subsidiary of such Person.

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

  • Subsidiary Shares has the meaning ascribed to it in Section 3.3(a).

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Rollover Shares has the meaning given in the recitals.

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • Newco Shares means the common shares in the capital of Newco;

  • Parent Stockholders means the holders of Parent Common Stock.

  • Company Shareholders means holders of Company Shares.

  • Company Shares means the common shares in the capital of the Company;

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

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

  • Subsidiary Securities means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a "security" under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

  • 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;

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • Class A Shareholder means a holder of Class A Shares;

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Merger Sub II has the meaning set forth in the Preamble.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • 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.

  • Company Securities means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) any options, warrants or other rights to acquire Common Stock.

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

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.