Affected Stockholder definition

Affected Stockholder means a Stockholder whose tax returns are adjusted in a manner which gives rise to an obligation of the Company pursuant to Section 3.3 hereof.
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Affected Stockholder has the meaning set forth in Section 4.6.
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Affected Stockholder has a meaning set forth in Section 13.1(f) hereof.
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Examples of Affected Stockholder in a sentence

  • The Company shall pay the amount due to the Affected Stockholder within thirty (30) business days after the receipt of notice from the Affected Stockholder that a payment is due by such party to the appropriate Taxing Authority.

  • The Company and the Affected Stockholder shall instruct the selected Arbiter to determine the Redemption Price within 50 days after delivery of the Redemption Notice.

  • If the Company and the Affected Stockholder cannot agree on the applicable Redemption Price within 15 days after the delivery of the Redemption Notice, they will, as soon as practicable, select an Arbiter to determine the applicable Redemption Price.

  • The actual provision of such information shall be a condition precedent to the obligation of the Company to take any action pursuant to this Agreement in respect of the Registration of Registrable Shares of any Affected Stockholder.

  • The Redemption Price of the Capital Stock and Options of any Affected Stockholder shall be determined as of the date of the Redemption Event, as follows.

  • If the Company and the Affected Stockholder cannot agree on an Arbiter within 20 days after delivery of the Redemption Notice, the Company and the Affected Stockholder shall each select an Arbiter and shall each instruct their respective Arbiters to select, within 25 days after delivery of the Redemption Notice, a third Arbiter to determine the Redemption Price.

  • Upon delivery of the Redemption Notice to the Affected Stockholder, the Company and the Affected Stockholder shall endeavor in good faith to promptly determine the applicable Redemption Price.

  • For purposes of this Section 3.4(c), the amount of the refund shall include refunds or abatements of taxes, interest on such refunds or abatements, and any other amount actually received by the Affected Stockholder from the Taxing Authority with respect to such determination.

  • Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Affected Stockholder or any such partner, director, officer, employee or controlling Person, and shall survive the transfer of such securities by any Affected Stockholder.

  • In the event of an adjustment to one or more tax returns of the Company for an S Taxable Year based on a Final Determination which results in a net increase in taxable income of a Stockholder and a corresponding adjustment to one or more tax returns of the Company for a C Taxable Year based on a Final Determination which results in a net decrease in taxable income of the Company, the Company shall pay to any Affected Stockholder an amount equal to the Adjustment Amount multiplied by the Blended Rate.


More Definitions of Affected Stockholder

Affected Stockholder means, as applicable, (i) in connection with an Uncured Regulatory Problem, a Stockholder for which an Uncured Regulatory Problem exists (or might reasonably be expected to exist); (ii) in connection with a Financial Action, a Stockholder that is the subject of a Financial Action; and (iii) in connection with a Divorce Action, a Stockholder that is the subject of a Divorce Action, provided, however, in the event that the equity owner of CMB INVESTCO 609 LLC shall divorce, then Qxxxx Xxxxxxxxx shall have a first right to purchase CMB INVESTCO 609 LLC and become the owner of CMB INVESTCO 609 LLC and the Company and the Stockholders acknowledge and agree that they shall approve him as a Substitute Stockholder pursuant to Section 4.4.
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Affected Stockholder means any equityholder of the Association who is not a Member and becomes an affected stockholder as described in the Ohio Cooperative Law.
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Affected Stockholder shall have the meaning ascribed to it in Section 6.1(b) hereof.
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Affected Stockholder means any Stockholder who undergoes a Buyout Event or Buy Back Event, as the case may be.
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Related to Affected Stockholder

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • 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.

  • 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).

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

  • 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.

  • 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.

  • Grandfathered Stockholder has the meaning set forth in Section 1.1.

  • Interested Stockholder means, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

  • Management Stockholder shall have the meaning set forth in the introductory paragraph.

  • Company Shareholder means a holder of Company Shares.

  • 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.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Major Stockholder means any such Person.

  • Significant Stockholder means Allied Irish Banks, p.l.c., a limited liability company incorporated under the laws of Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any successor thereto.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

  • 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).

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Unvested Company Option means any Company Option that is not a Vested Company Option.

  • 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.

  • Company Optionholder means a holder of one or more Company Options;

  • Dissenting Stockholder has the meaning set forth in Section 2.7.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.