Accredited Shareholder definition

Accredited Shareholder means a Shareholder that has validly executed and delivered an Accredited Investor Questionnaire that certifies, among other things, that such Shareholder is an “accredited investor” within the meaning of Regulation D of the Securities Act, in each case as reflected on the Consideration Spreadsheet.
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Accredited Shareholder is a Shareholder who is an "accredited investor" ---------------------- as defined in Rule 501 promulgated under the Securities Act and a "Non- --- Accredited Shareholder" is any Shareholder who is not an Accredited Shareholder. ----------------------
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Accredited Shareholder has the meaning given in Section 2.01(a) hereof. ----------------------
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Examples of Accredited Shareholder in a sentence

  • Upon receipt of a duly executed Exchange Election Notice, together with the Exchange Certificates, delivered by a Qualified Shareholder in accordance with this Section 2.11(b), Parent shall promptly deliver to such Accredited Shareholder the aggregate cash payment determined in accordance herewith.

  • For purposes of determining any fractional share interest, all Shares owned or deemed to be owned by an Accredited Shareholder shall be combined so as to calculate the maximum number of whole Shares issuable to such Accredited Shareholder.

  • Each Accredited Stockholder also consents to the entry of stop transfer instructions by Parent's transfer agent and registrar prohibiting the transfer of any Restricted Parent Shares held by such Accredited Shareholder except in compliance with the foregoing restrictions.

  • Each of the Company’s shareholders shall have executed and delivered to Parent a validly completed Accredited Shareholder Agreement and Letter of Transmittal or an Unaccredited Shareholder Agreement and Letter of Transmittal, as applicable, each of which remains in full force and effect.

  • If HoldCo or an Accredited Shareholder should in the future decide to dispose of any of the shares of Westwood Common Stock, HoldCo or such Accredited Shareholder understands and agrees that he, she or it may do so only in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and applicable state and foreign securities Laws, as then applicable and in effect.

  • Buyer hereby agrees to comply with the obligations applicable to it under Annex C of the Letter of Transmittal, subject to the terms and conditions thereof, for the benefit of each Accredited Shareholder (other than Parent and its Affiliates) that validly delivers a Letter of Transmittal and receives Buyer Common Stock and/or Buyer Preferred Stock in accordance with the terms of the Merger Agreement and the Letter of Transmittal.

  • In no event, for purposes of this Section, however, will an Accredited Shareholder receive consideration in excess of the amount to which such Accredited Shareholder is entitled under Section 1.7(a)(i) hereof (assuming for this purpose, each share of Parent Common Stock has a value equal to the Signing Price).

  • Each distribution of cash required to be made to an Accredited Shareholder with respect to the shares of Company Common Stock held by such Accredited Shareholder prior to the Effective Time pursuant to Section 1.7(a) hereof shall initially be withheld and in the aggregate shall constitute the Cash Holdback.

  • Parent at its expense shall provide the shareholders with such number of copies of the US Registration Statement and any amendments thereto as any Accredited Shareholder may reasonably request from time to time.

  • HoldCo or such Accredited Shareholder acknowledges that Buyer has no obligation to register or qualify its shares of Westwood Common Stock.


More Definitions of Accredited Shareholder

Accredited Shareholder means any holder of the Company’s Preferred Stock that is an “accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, as evidenced by the appropriate certifications of such shareholder to the Company and Parent on the Closing Date.
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Accredited Shareholder means any Shareholder, holder of Phantom Stock or Warrantholder that is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act as evidenced by the appropriate certifications of such Person to the Company and Parent. Accredited Shareholders shall not include any Shareholders who are not precluded at the Effective Time from asserting appraisal or dissenters rights under the TBCA.
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Accredited Shareholder is defined in Section 6.7(a).
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Related to Accredited Shareholder

  • Company Shareholder means a holder of Company Shares.

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • 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.

  • substantial shareholder means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Major Shareholder means a shareholder who directly or indirectly holds 10% or more of the voting rights.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Interested Shareholder means any Person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that (i) is the owner of 15% or more of the outstanding voting Shares of the Company, or (ii) is an affiliate or associate of the Company and was the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder, and the affiliates and associates of such Person; provided, however, that the term “interested Shareholder” shall not include (x) any Person who (A) owned Shares in excess of the 15% limitation set forth herein as of, or acquired such Shares pursuant to a tender offer commenced prior to, the date of registration by the Registrar of the notice of adoption of the Articles, which set forth this Article 25, or pursuant to an exchange offer announced prior to the aforesaid date and commenced within 90 days thereafter and either (I) continued to own Shares in excess of such 15% limitation or would have but for action by the Company or (II) is an affiliate or associate of the Company and so continued (or so would have continued but for action by the Company) to be the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder or (B) acquired said Shares from a Person described in item (A) of this paragraph by gift, inheritance or in a transaction in which no consideration was exchanged; or (y) any Person whose ownership of Shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Company; provided that such Person shall be an interested Shareholder if thereafter such Person acquires additional Shares of voting Shares of the Company, except as a result of further corporate action not caused, directly or indirectly, by such Person. For the purpose of determining whether a Person is an interested Shareholder, the voting Shares of the Company deemed to be outstanding shall include Shares deemed to be owned by the Person through application of Article 23.3(i) but shall not include any other unissued Shares of the Company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. Any determination made by the Board of Directors as to whether any Person is or is not an interested shareholder shall be conclusive and binding upon all shareholders of the Company.

  • 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.

  • 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 all outstanding classes 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.

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

  • Ordinary Shareholder means a holder of ordinary shares;

  • Shareholder means a person who owns shares in the company and is actively involved in the management of the enterprise or business and exercises control over the enterprise.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • 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).

  • Preferred Shareholder means any holder of Preferred Shares.

  • Soliciting Shareholder means, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

  • Registered Shareholder means a registered holder of PUF Shares as recorded in the shareholder register of the Company maintained by Computershare;

  • 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.

  • Major Stockholder means any such Person.

  • Significant Shareholder means a person or company that has beneficial ownership of, or control or direction over, whether direct or indirect, or a combination of beneficial ownership of, and control or direction over, whether direct or indirect, securities of an issuer carrying more than 10 per cent of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution;

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Five-Percent Shareholder means a Person or group of Persons that is identified as a “5-percent shareholder” of the Corporation pursuant to Treasury Regulation § 1.382-2T(g).