Voting Agreement Stockholders definition

Voting Agreement Stockholders shall have the meaning set forth in the recitals to this Agreement.
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Voting Agreement Stockholders means certain affiliated funds of Xxxxxxx Xxxxxx Xxxxxx, Inc. and Psilos Group Partners II-S, L.P. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
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Voting Agreement Stockholders means the stockholders of the Company party to the Voting Agreement.
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Examples of Voting Agreement Stockholders in a sentence

  • For purposes of this Agreement, (i) the “Covered Company Common Stock” shall mean the total number of shares of Company Common Stock outstanding as of the record date of the applicable stockholder meeting multiplied by 0.3999 and (ii) such Stockholder’s “Pro Rata Share” shall mean the quotient of the number of Securities held by such Stockholder divided by the number of Securities held by all of the Voting Agreement Stockholders in the aggregate.

  • At the Closing and prior to the Effective Time, the Guarantors and the Voting Agreement Stockholders shall consummate the Stock Purchase, upon the terms and subject to the conditions set forth in the Stock Purchase Agreement.

  • Based upon and subject to the foregoing, we are of the opinion as of the date hereof that the Merger Consideration to be received in the Proposed Transaction is fair, from a financial point of view, to the stockholders of the Company (other than the Voting Agreement Stockholders).

  • In addition, we have not been requested to opine as to, and our opinion does not in any manner address, the decision by the Voting Agreement Stockholders to enter into the Roll-Over Agreements and Stock Purchase Agreements or the consideration to be received as a result of such Voting Agreement Stockholders' entering into the Roll-Over Agreements and Stock Purchase Agreements.

  • The Company has received the opinion of Robinson-Humphrey to the effect that, as of the date hereof, the Merger Consideration is fair from a financial point of view to the holders of the Company Common Stock other than the Voting Agreement Stockholders.

  • We have been requested by the Special Committee of the Board of Directors of the Company to render our opinion with respect to the fairness, from a financial point of view, to the Company's stockholders (other than the Voting Agreement Stockholders) of the Merger Consideration to be received in the Proposed Transaction.

  • Additionally, the Voting Agreement Stockholders agreed to vote their shares of Stifel common stock against any action, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement under the Merger Agreement or the Voting Agreement.

  • Except as otherwise provided in the Voting Agreement, Stockholders may not act by written consent in lieu of a meeting.

  • We understand that under the Merger Agreement MergerCo will be merged with and into the Company and each share of Company common stock issued and outstanding immediately prior to the effective time of the merger (excluding shares owned by the Voting Agreement Stockholders, as defined in the Merger Agreement and described below, and dissenting shares) shall be converted into the right to receive $10.50 per share in cash (the "Merger Consideration").

  • As of the date hereof, the shares of Parent Common Stock subject to the Voting Agreement held beneficially and of record by the Voting Agreement Stockholders constitute in the aggregate approximately 38% of the issued and outstanding shares of the Parent Common Stock.


More Definitions of Voting Agreement Stockholders

Voting Agreement Stockholders means Xxxx X. Xxxxxx, Xxxx Xxxxxxxxx, Xxxxxx X. Xxxxxxxxxxx III, Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx Xxxxxxxxx and Xxxxx Xxxx.
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Related to Voting Agreement Stockholders

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

  • 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.

  • Common Stockholders means holders of shares of Common Stock.

  • Stockholder Shares means any Common Stock owned by a Stockholder on the date of the closing of the Transactions or hereafter, together with any equity securities issued or issuable directly or indirectly with respect to such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

  • Management Stockholders means the members of management of Holdings or any of its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

  • Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Management Stockholder shall have the meaning set forth in the introductory paragraph.

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • 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.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Preferred Shareholders means the holders of Preferred Shares.

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

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

  • Existing Stockholders means the WCAS Securityholders and their Affiliates.

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

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Preferred Shareholder means any holder of the Preferred Shares.

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

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

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

  • 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.