JWC Holders definition

JWC Holders means each of those Persons listed as JWC Holders on the signature pages hereof and, after the date hereof, shall mean all such Persons and Permitted Transferees of the JWC Holders, other than those transferees who qualify as Borealis Holders, OMERS Holders or Management Holders immediately prior to or upon such Transfer.
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JWC Holders shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include Permitted Transferees of the JWC Holders and other transferees of the JWC Holders unless immediately prior to such Transfer such transferee was a Management Holder. "JWC Inc." shall mean ▇.▇. Childs Associates, Inc., a Delaware corporation. "JWC Representative" shall have the meaning set forth in Section 4.8. "Management Holders" shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include (a) any director, officer or management employee of the Company or any of its Subsidiaries (other than JWC Holders) who, with the written consent of the Company and the JWC Representative, hereafter becomes a party to this Agreement and (b) Permitted Transferees of the Management Holders, unless immediately prior to such Transfer such transferee was a JWC Holder. "Non-Initiating Management Holders" shall have the meaning set forth in Section 2.3(c). "Participating Notice" shall have the meaning set forth in Section 2.4(a). "Participating Offerees" shall have the meaning set forth in Section 2.4(a). "Participating Securities" shall have the meaning set forth in Section 2.4(a). "Permitted Transfer" shall mean: (a) a Transfer of any Subject Securities between any JWC Holder or Management Holder who is a natural person and such Stockholder's spouse, children, parents or siblings (whether natural, step or by adoption) or to a trust solely for the benefit of one or more of any of such Persons; provided that with respect to any such Transfer, the Stockholder retains, as trustee or by some other means, the sole authority to vote such Subject Securities (including any Common Stock that may be acquired pursuant to any Vested Options); (b) a Transfer of Subject Securities by a JWC Holder to JWC Inc. or to an officer, employee or consultant of JWC Inc. or to a corporation or to a partnership (or other entity for collective investment, such as a fund) which is (and continues to be) controlled by, controlling or under common control with JWC Inc.; (c) a Transfer of Subject Securities (i) by a Management Holder to another Management Holder or (ii) from a JWC Holder to another JWC Holder; (d) a Transfer of Subject Securities between any Stockholder who is a natural person and such Stockholder's guardian or conservator; or (e)
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JWC Holders shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include Permitted Transferees of the JWC Holders and other transferees of the JWC Holders unless immediately prior to such Transfer such transferee was a Management Holder.
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Examples of JWC Holders in a sentence

  • Each of the JWC Holders agrees to be bound by all of the provisions of paragraph 3.07 of the First Amended and Restated Agreement of Limited Partnership of ▇.▇.

  • A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders; provided that written notice thereof is given by the successor JWC Representative to the Company, the Management Holders and the other JWC Holders.

  • The procedures by which such JWC Holders shall notify the Company and purchase the Put Securities shall be identical in all respects to the procedures provided for in Section 2.3(c) for the Non-Initiating Management Holders.

  • Without the prior written consent of the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders, no Stockholder shall Transfer all or any part of the Subject Securities at the time held by such Stockholder to any Person.

  • A successor to the Halifax Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the Halifax Holders, provided that written notice thereof is given by the successor Halifax Representative to the Company, the JWC Holders, the Management Holders, the Additional Holders and the other Halifax Holders.

  • A successor to the JWC Representative may be chosen by the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders, provided that written notice thereof is given by the successor JWC Representative to the Company, the Halifax Holders, the Management Holders, the Additional Holders and the other JWC Holders.

  • Notwithstanding the foregoing, the Company shall not be obligated to include in an initial Public Offering any Registrable Securities of any Holder if the JWC Holders do not elect to include their Registrable Securities in such a registration.

  • Except for the JWC Holders, no Stockholder shall Transfer all or any part of the Subject Securities at the time held by such Stockholder.

  • If the Halifax Holder is a Participating Offeree, the Halifax Holder shall have the opportunity and right to include in such proposed Transfer an amount of Subject Securities representing the same proportion (i.e., in relation to the aggregate amount at the time held by the Halifax Holders) of the Subject Securities being sold by the Initiating Stockholder (i.e., in relation to the aggregate amount at the time held by the JWC Holders).

  • Notwithstanding any other provision of this Agreement, unless otherwise agreed to by at least 50% of the Subject Securities held by the JWC Holders and 50% of the Subject Securities held by the Halifax Holders, no Management Holder or Additional Holder may Transfer their Subject Securities in exchange for consideration other than cash.


More Definitions of JWC Holders

JWC Holders shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include Permitted Transferees of the JWC Holders and other transferees of the JWC Holders unless immediately prior to such Transfer such transferee was a Management Holder. "JWC Inc." shall mean ▇.▇. Childs Associates, Inc., a Delaware corporation. "JWC Representative" shall have the meaning set forth in Section 4.8. "Management Holders" shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include (a) any director, officer or management employee of the Company or any of its Subsidiaries (other than JWC Holders) who, with the written consent of the Company and the JWC Representative, hereafter becomes a party to this Agreement and (b) Permitted Transferees of the Management Holders, unless immediately prior to such Transfer such transferee was a JWC Holder. "Non-Initiating Management Holders" shall have the meaning set forth in Section 2.3(c). "Participating Notice" shall have the meaning set forth in Section 2.4(a). "Participating Offerees" shall have the meaning set forth in Section 2.4(a).
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JWC Holders means the JWC Holders as defined in that certain Stockholders Agreement of the Corporation dated as of or about the date of filing of this Certificate of Designation.
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JWC Holders has the meaning set forth in the Stockholders Agreement.
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JWC Holders shall have the meaning set forth in the preamble preceding the recitals to this Agreement and
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Related to JWC Holders

  • Equity Holders means the Stockholders and the Option Holders.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Non-Directing Holders means the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under the Note A-2 PSA to exercise the rights granted to the Non-Directing Holders in this Agreement. If Note A-2 has not been included in a Securitization, the Non-Directing Holder with respect to such Note will be the then-current Holder of such Note.

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

  • Preferred Holders means the record owners of outstanding Preferred Securities.