Blocker TRA Holders definition

Blocker TRA Holders is defined in the recitals to this Agreement.
Blocker TRA Holders means a Person who, prior to the Reorganization Transactions, holds equity interests of a Blocker, and as a result of the Reorganization Transactions, holds Class A Common Stock.
Blocker TRA Holders means the equityholders of the Blocker as of immediately prior to the commencement of the Reorganization Transactions.

Examples of Blocker TRA Holders in a sentence

  • The Parties intend that each Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that any rights received by the Blocker TRA Holders (as defined in the Tax Receivable Agreement) for payments to be received under the Tax Receivable Agreement will constitute the receipt of money or other property taxable to the Blocker TRA Holders under Section 356(a)(1) of the Code.


More Definitions of Blocker TRA Holders

Blocker TRA Holders means the equityholders of the Blocker as of immediately prior to the commencement of the Reorganization Transactions. “Board” means the Board of Directors of the Corporation.

Related to Blocker TRA Holders

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

  • Equity Holders means the Stockholders and the Option Holders.

  • 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.

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

  • 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.

  • 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;

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

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

  • Unitholders means the holders of Units.

  • Blocker has the meaning set forth in the preamble.

  • 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).

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

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

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

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Unit Holders means all Unit Holders.

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

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

  • 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).

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • 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.

  • Preferred Shareholders means the holders of Preferred Shares.

  • 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.

  • 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.

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