Applicable Stockholder definition

Applicable Stockholder shall have the meaning set forth in Section 3.2(a).
Applicable Stockholder means a Stockholder holding Applicable Shares.
Applicable Stockholder means either (x) an Other Stockholder, if the Transferring Stockholder is an Other Stockholder or a Permitted Transferee thereof, or (y) the CHP Group, if the Transferring Stockholder is the CHP Group or a Permitted Transferee thereof (excluding a Permitted Transfer

Examples of Applicable Stockholder in a sentence

  • The Board of Directors shall recommend that the Company's stockholders vote in favor of the Applicable Stockholder Approval.

  • The Company’s obligations are also subject to the Investor and each other Applicable Stockholder of the Company electing to include shares of Common Stock in such registration statement promptly executing any representation letter concerning compliance with Regulation M under the Exchange Act.

  • Following clearance by the Commission of the Proxy Statement, the Company shall promptly distribute the Proxy Statement to its stockholders and call and arrange for a special meeting of stockholders and take such other actions as are required or necessary in order to obtain the Applicable Stockholder Approval as promptly as practicable.

  • The obligations of the Company to the GAP Purchasers under this Agreement are subject to the fulfillment by the GAP Purchasers or waiver by the Company, on or before the date that is 150 days after the Closing Date, of the following condition: The Company shall have received either (i) written confirmation from Nasdaq that Stockholder Approval of the issuance of the GAP Purchasers Shares is not required under the applicable Nasdaq rules and regulations or (ii) Applicable Stockholder Approval.

  • The Purchasers agree that if it is necessary for the Company to seek Applicable Stockholder Approval, each of the Purchasers will vote any shares beneficially owned by such entities in "favor" of the proposal.

  • At the Acceptance Time, the Company will terminate or waive (to the extent not already waived hereunder and within the Company’s ability to waive) any Company Stockholder Restrictions with respect to any Shares and terminate (to the extent any separate action is required) the Applicable Stockholder Agreements.

  • The cash portion of the Consideration shall be wired to the respective accounts of the two Stockholders, in the Applicable Stockholder Percentage set forth on Exhibit B hereto, on the Closing Date, and within four (4) business days thereafter the Consideration Shares shall be delivered to the two Stockholders, in the Applicable Stockholder Percentage set forth on Exhibit B hereto.

  • Each Applicable Stockholder may exercise the Applicable Stockholders’ Option and thereby purchase all, and not a portion, of such Applicable Stockholder’s pro rata share (with any reallotments as provided below) of the remaining Offered Stock, by notifying the Selling Stockholder in writing before expiration of the twenty (20) day period.

  • Each certificate representing shares of Stock now or hereafter owned by an Applicable Stockholder shall be endorsed with the following legend: "THESE SHARES ARE SUBJECT TO CERTAIN VOTING AND TRANSFER RESTRICTIONS AS SET FORTH IN A CERTAIN STOCKHOLDERS' AGREEMENT DATED __________________ ENTERED INTO BY AND AMONG THE STOCKHOLDER, THE CORPORATION, AND CERTAIN HOLDERS OF STOCK OF THE CORPORATION.

  • Each Applicable Stockholder’s pro rata share of the remaining Offered Stock shall be a fraction of the remaining Offered Stock, the numerator of which shall be the number of shares of Stock owned by such Applicable Stockholder on the date of the Notice and the denominator of which shall be the total number of shares of Stock held by all Applicable Stockholders (other than the Selling Shareholder) on the date of the Notice.


More Definitions of Applicable Stockholder

Applicable Stockholder means each of RDA and Domain, and each of their respective successors, by way of merger, consolidation or sale of all or substantially all its assets, and all corporations, partnerships, joint ventures, associations and other entities (each a "Subsidiary Entity") in which such Person owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting stock, voting power or similar voting interests ("Voting "Interest"), but shall not include the Company or any Subsidiary Entity in which the Company beneficially owns, directly or indirectly, fifty percent (50%) or more of the outstanding Voting Interest.
Applicable Stockholder means either (x) an Other Stockholder, if the Transferring Stockholder is an Other Stockholder or a Permitted Transferee thereof, or (y) the CHP Group, if the Transferring Stockholder is the CHP Group or a Permitted Transferee thereof (excluding a Permitted Transfer under Sections 5(a) and 5(b)); and (B) “Applicable Terms and Conditions” shall mean (x) with respect to a single transaction, the same terms and conditions as those received by the Transferring Stockholder or the Transferring 25% Stockholder in such transaction, (y) with respect to a series of related transactions, the best of the terms and conditions (as determined by the Board of Directors of the Company, in their sole and reasonable discretion) received by the Transferring Stockholder or the Transferring 25% Stockholder in such transactions or (z) with respect to a series of unrelated transactions, the terms and conditions of the latest applicable transaction received by the Transferring Stockholder or the Transferring 25% Stockholder in such transaction.

Related to Applicable Stockholder

  • 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 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).

  • 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.

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

  • Major Stockholder means any such Person.

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

  • Parent Stockholders means the holders of Parent Common Stock.

  • 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.

  • 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 Shareholder has the meaning set out in Section 6.1; and

  • Common Stockholders means holders of shares of Common Stock.

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

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Company Shareholder means a holder of Company Shares.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Greater Than 10% Stockholder means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).

  • 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.

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

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

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

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

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Public Stockholders means the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “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 Exchange Act, 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).

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

  • 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).