WCAS Securityholder definition

WCAS Securityholder has the meaning specified in the first paragraph of this Agreement.
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WCAS Securityholder means any holder of WCAS Registrable Securities.
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WCAS Securityholder is defined in the preamble.
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Examples of WCAS Securityholder in a sentence

  • No WCAS Securityholder shall be entitled to contribution from, subrogation to or recovery against the Company or the Surviving Corporation with respect to any liability of any WCAS Securityholder that may arise under or pursuant to this Agreement, any other Transaction Agreement or any other agreements or documents executed or to be executed by the Parties hereto in connection therewith.

  • This Agreement has been duly and validly executed and delivered by such WCAS Securityholder and the other Transaction Agreements to which such WCAS Securityholder is a party will have been duly and validly executed and delivered by such WCAS Securityholder prior to the Effective Time.

  • In connection with any such assignment pursuant to clause (b), each assignee shall agree to be a party to and be bound by the provisions of this Agreement as a WCAS Securityholder hereunder and shall be deemed to have made the representations and warranties set forth in Article 6 (other than Section 6.06).

  • In the event that any of Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P., WCAS Capital Partners III, L.P. or WCAS Information Partners, L.P. liquidates, dissolves or otherwise terminates its existence, such WCAS Securityholder shall, prior to such liquidation, dissolution or termination, make adequate provision on terms reasonably satisfactory to Parent to ensure that its obligations under this Article 10 are or will be satisfied.

  • Such WCAS Securityholder (other than any WCAS Securityholder that is a natural person) is a limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all partnership or limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted.

  • At each Drawdown Closing, Parent shall deliver to each WCAS Securityholder a stock certificate in definitive form registered in the name of such WCAS Securityholder representing the shares of Parent Series B Preferred Stock being purchased by such WCAS Securityholder at such Drawdown Closing.

  • Such WCAS Securityholder (other than any WCAS Securityholder that is a natural person) has all necessary partnership or limited liability company power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions.

  • Such WCAS Securityholder is acquiring the Parent Transaction Securities to be received by it in the Transactions for its own account, for investment and not with a view to, or for sale in connection with, the distribution thereof within the meaning of the Securities Act.

  • Section 5.27 of the Parent Disclosure Schedule sets forth a true and correct list, as of the date hereof, of each contract, commitment, agreement or understanding between Parent or any Parent Subsidiary, on the one hand, and any Affiliate of Parent or any Parent Subsidiary (other than any such Affiliate that is a Parent Subsidiary, a WCAS Securityholder or any Affiliate of a WCAS Securityholder), on the other hand.

  • Such WCAS Securityholder is not an "investment company" as defined in the Investment Company Act of 1940, as amended.

Related to WCAS Securityholder

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

  • Securityholder or Holder Any Noteholder or a Certificateholder.

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

  • Securityholders means the Noteholders and the Certificateholders.

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

  • 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).

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

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

  • Holder Group means the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. Anything herein to the contrary, any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

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

  • Preferred Shareholder means any holder of Preferred Shares.

  • holder of Securities “registered holder”, or other similar term, means the Person or Persons in whose name or names a particular Security is registered on the Security Register kept for that purpose in accordance with the terms of this Indenture.

  • Company Shareholders means holders of Company Shares.

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

  • Beneficial shareholder means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

  • 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.

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

  • Equity Holders means the Stockholders and the Option Holders.

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

  • Controlling Shareholder means any shareholder owning more than fifty

  • Beneficial Shareholders means shareholders who do not hold Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

  • 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.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Equity Holder means any Person that owns the Equity Interests in any Practice that is a party to any Management Agreement.

  • 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.