Stockholders of Buyer definition

Stockholders of Buyer means, collectively, the holders of Buyer Common Stock immediately before the Effective Time (each, individually, a “Stockholder of Buyer”).
Sample 1Sample 2Sample 3
Stockholders of Buyer means, collectively, the holders of Buyer Common Stock immediately before the Effective Time (each, individually, a“Stockholder of
Sample 1Sample 2

Examples of Stockholders of Buyer in a sentence

  • Subject to required approval by the Stockholders of Buyer, Buyer has all necessary corporate power and authority to execute, deliver and perform each Transaction Document to which it is a party.

  • Buyer will, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Buyer and as soon as reasonably practicable after the date of this Agreement, obtain the requisite vote of the Stockholders of Buyer by written consent of the Stockholders of Buyer to approve and adopt the Buyer Articles Amendment, this Agreement and the transactions contemplated hereby, including the Merger.

  • The execution, delivery and performance of the Transaction Documents to which Buyer is a party have been duly authorized by all necessary corporate action on the part of Buyer, subject only to the approval of the Merger by the Stockholders of Buyer as contemplated by Section 6.1(a).

  • Buyer’s Board of Directors has (a) unanimously approved and adopted this Agreement and the Merger, (b) determined that in its opinion the Merger is in the best interests of the Stockholders of Buyer and is on terms that are fair to the Stockholders of Buyer and (c) recommended that the Stockholders of Buyer approve this Agreement and the Merger.

  • Any payment made by the Surviving Corporation to the Stockholders of Buyer in respect of Losses incurred by the Stockholders of Buyer pursuant to this Section 8.1 will be paid in shares of Common Stock of the Surviving Corporation.

  • For purposes of determining the number of shares of Common Stock of the Surviving Corporation to be delivered by the Surviving Corporation to the Stockholders of Buyer pursuant to this Section 8.1, the value of shares of Common Stock of the Surviving Corporation will be determined as provided in Section 8.3.

  • For purposes of determining the number of shares of Common Stock of the Surviving Corporation to be delivered by the Surviving Corporation to the Stockholders of Buyer pursuant to this Section 8.1, the value of shares of Common Stock of the Surviving Corporation will be determined as provided in Section 8.2.

  • Buyer will, in accordance with applicable Law and the Articles of Incorporation and Bylaws of Buyer and as soon as reasonably practicable after the date of this Agreement, obtain the requisite vote of the Stockholders of Buyer by written consent of the Stockholders of Buyer to approve and adopt the Buyer Articles Amendment, this Agreement and the transactions contemplated hereby, including the Stock Sale.

  • Buyer and the Principal Stockholders understand and agree that the indemnification by the Principal Stockholders of Buyer Indemnities is not limited to the amount of the Escrowed Cash, and this Agreement is without prejudice to any rights Buyer may have under the Master Agreement, applicable law or otherwise.

  • The Note shall be secured by a security interest in the assets of the Buyer subordinate to Buyers commercial lender and shall be personally guaranteed by the Stockholders of Buyer in proportion to their respective ownership interests in the Buyer.

Related to Stockholders of Buyer

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • Preferred Shareholders means the holders of Preferred Shares.

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

  • Common Stockholders means holders of shares of Common Stock.

  • Common Shareholders means the holders of the Common Shares.

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

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Target Shareholders means the holders of Target 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.

  • Scheme Shareholders means the holders of Scheme Shares;

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • 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.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • 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.

  • Independent Shareholders means holders of Voting Shares, other than:

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

  • Company Shareholder means any holder of any Company Shares.

  • 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).

  • 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.

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

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

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

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