Acquiror Principal Shareholders definition

Acquiror Principal Shareholders have the respective meanings set forth in the preamble.
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Examples of Acquiror Principal Shareholders in a sentence

  • No information obtained in the foregoing investigation by Acquiree pursuant to this Section 7.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Acquiror or the Acquiror Principal Shareholders to consummate the transactions contemplated hereby.

  • No Person has, or as a result of the transactions contemplated herein will have, any right or valid claim against the Acquiree for any commission, fee or other compensation as a finder or broker, or in any similar capacity, based upon arrangements made by or on behalf of the Acquiree, and the Acquiree will, jointly and severally, indemnify and hold the Acquiror and the Acquiror Principal Shareholders and harmless against any liability or expense arising out of, or in connection with, any such claim.

  • The Acquiror Principal Shareholders and the Acquiror shall take all actions necessary to terminate such agreements at such time.

  • The Acquiror is not in violation of and, to the Knowledge of Acquiror or any of the Acquiror Principal Shareholders, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, rule, regulation, judgment or Order.

  • Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholders are responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.

  • This Agreement has been, and each of the Transaction Documents to which the Acquiror, the Acquiror Principal Shareholders or any of them, as applicable, are a party will be, duly and validly authorized and approved, executed and delivered by the Acquiror and the Acquiror Principal Shareholders.

  • No representation or warranty of such Acquiree Shareholder contained in this Agreement or any other Transaction Document and no statement or disclosure made by or on behalf of such Acquiree Shareholder to the Acquiror or the Acquiror Principal Shareholders pursuant to this Agreement or any other agreement contemplated herein contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

  • There is no Action pending against, or to the Knowledge of the Acquiror or any of the Acquiror Principal Shareholders, threatened against or affecting, the Acquiror or any Acquiror Principal Shareholder by any Governmental Authority or other Person with respect to the Acquiror or its business or that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement.

  • Clearly, B is not an introduction clause from Ψ since eventually an instance of the head of that clause must be in either 1 or in 2, which is impossible since the instance of a conclusion atom cannot be a premise atom.

  • The Acquiror Principal Shareholders shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods.

Related to Acquiror Principal Shareholders

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Company Shareholders means holders of Company Shares.

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

  • Target Shareholders means the holders of Target Shares;

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • 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.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

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

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

  • 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;

  • Acquiror has the meaning specified in the Preamble hereto.

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

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • 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.

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

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Preferred Shareholders means the holders of Preferred Shares.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.