Affiliated Stockholder therefore includes the directors and executive officers listed in "The Offer-Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares." The term "unaffiliated stockholder" means any stockholder other than an affiliated stockholder. As none of the affiliated stockholders of the Company are eligible to participate in the Offer, the effects of the Offer on each of the affiliated stockholders will be the same. We expect that our executive officers and directors will continue to beneficially own immediately after the Offer the shares of Common Stock reported as beneficially owned by them below under "The Offer-Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" on page 25. Other potential effects of the Offer which are applicable to the affiliated stockholders include the following: _ Reduced reporting requirements for officers and directors. If we terminate the SEC Reporting Obligations, the directors, executive officers and persons owning more than 10% of our outstanding shares of Common Stock will no longer be subject to the reporting and short-swing profit provisions under the Exchange Act with respect to changes in their beneficial ownership of our Common Stock; and _ Share Ownership. The number of stockholders holding 100 shares or fewer of the Company's Common Stock constitutes an estimated maximum of 2.73% of the issued and outstanding shares of the Company's Common Stock. If the Offer is fully subscribed, we believe it will not materially impact the percentage of beneficial ownership of the Company's Common Stock held by other stockholders. As of May 7, 2008, the directors and executive officers of the Company beneficially owned in the aggregate approximately 57% of the Company's combined voting power. Following a fully subscribed Offer, they would own in the aggregate approximately 57%. Effects of the Offer on Unaffiliated Stockholders The effects of the Offer on unaffiliated stockholders will vary depending on whether or not the unaffiliated stockholder is eligible to participate in the Offer and chooses to tender his or her shares pursuant to the Offer. Eligible and tendering unaffiliated stockholders will: _ receive $2.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest; _ after completion of the Offer, no longer have any equity interest in the Company and therefore will not participate in its future potential ea...
Affiliated Stockholder means any Affiliate of GenAmerica, GALIC or EIM who at such time is the record or beneficial owner of any Company Common Stock.
Affiliated Stockholder means a stockholder who is a director or officer of the Company, the Consolidated Company, any of their Affiliates or Parent or who is otherwise an Affiliate of the Company.
Examples of Affiliated Stockholder in a sentence
As of the date hereof, the CD&R Funds collectively own 61,930,692 Shares and the Sponsor owns 212,723 Shares and there are no Shares beneficially owned, directly or indirectly, by any other Affiliated Stockholder.
Subject to Section 8(a) below, the Company shall advance all expenses incurred by an Indemnified Party in connection with the investigation, defense, settlement or appeal of any Proceeding to which the Indemnified Party is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an Agent of the Company or the Affiliated Stockholder satisfies the conditions set forth in Section 4(d) of this Agreement.
There are no facts or circumstances known to Mergerco or the Principal Affiliated Stockholder or any of their respective affiliates that any of them believes is likely to (i) prevent the conditions to the financing described in the Commitment Letter from being satisfied, or (ii) prevent Mergerco from receiving financing pursuant to the terms of the Commitment Letter.
Notwithstanding the foregoing, a Holder and its Affiliated Stockholders (as defined in Section 5.13 below) shall jointly and severally indemnify and hold harmless any of the above mentioned indemnified persons for any Holder Violation made by an Affiliated Stockholder.
Exhibit A hereto includes a complete and accurate list of each affiliate of the Principal Affiliated Stockholder and the aggregate number of shares of Company Common Stock held of record or beneficially by each of them.
More Definitions of Affiliated Stockholder
Affiliated Stockholder with respect to CPII, MCM Holding, and the MCM Holding Distributees, each of their respective Affiliates, in each case, if and so long as it owns any Registrable Securities and has agreed in writing to be bound by the terms and conditions of this Agreement, a copy of which agreement shall have been delivered to the Company.
Affiliated Stockholder means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 20% or more of the outstanding Voting Stock of the Corporation, or (ii) during the preceding three-year period, was the owner of 20% or more of the outstanding Voting Stock of the Corporation; provided that notwithstanding the foregoing, “Affiliated Stockholder” shall not include (a) Goff at any time that Goff’s aggregate ownership (including any “group,” or any member of any such group, to which Goff is a party under Rule 13d-5 of the Exchange Act), on a percentage basis, of the outstanding Voting Stock of the Corporation is less that the Goff Threshold, and (b) any person whose ownership of shares in excess of the 20% limitation set forth herein (or in the case of Goff, in excess of the Goff Threshold) is the result of any action taken solely by the Corporation; provided, further, that in the case of clause (b) such person shall be an Affiliated Stockholder if thereafter such person acquires additional shares of Voting Stock of the Corporation, 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 Affiliated Stockholder, the Voting Stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
Affiliated Stockholder means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 20% or more of the outstanding Voting Stock of the Corporation, or (ii) during the preceding three-year period, was the owner of 20% or more of the outstanding Voting Stock of the Corporation; provided that notwithstanding the foregoing, “Affiliated Stockholder” shall not include (a) Goff
Affiliated Stockholder means the stockholder of the Company named in Schedule A hereto, which has requested that Indemnitee serve on the Company Board.
Affiliated Stockholder means any holder or holders of ---------------------- Registrable Securities, both on the date of effectiveness of the Plan and at the time of the effective ness of the registration statement, holding at least ten-percent (10%) of the Registrable Securities (by number of shares at the time issued and outstanding).
Affiliated Stockholder means [Xxxxxx family group: to be defined].
Affiliated Stockholder with respect to ING, each of its Affiliates if and so long as it owns any Registrable Securities and has agreed in writing to be bound by the terms and conditions of this Agreement, a copy of which agreement shall have been delivered to the Company.