Breaching Stockholder definition

Breaching Stockholder has the meaning set for in Section 7.14(b).
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Breaching Stockholder has the meaning given in Section 2.1(g).
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Breaching Stockholder means a stockholder that is or has been in breach of this Agreement and such breach is or was reasonably related to, caused, or otherwise gave rise to a Tax Indemnification Event or a Tax Matters Agreement Event.
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Examples of Breaching Stockholder in a sentence

  • Each Breaching Stockholder shall have five (5) Business Days from the date of a request for such vote or written consent (the “Cure Period”) to cure such failure.

  • The price of the Breaching Stockholder's Stock ----------------- will be paid by certified check or wire transfer in immediately available funds by the Corporation to the Breaching Stockholder or his representative.

  • At the closing, the Corporation will pay the purchase price to the Breaching Stockholder or his representative and the Breaching Stockholder will deliver to the Corporation the certificates evidencing the Breaching Stockholder's Stock, duly endorsed for transfer.

  • If the Selling Stockholder, ------------------------------------- Offering Stockholder, Terminated Stockholder, Breaching Stockholder or Disabled Stockholder, as applicable, is also a director of the Corporation, he will not participate in the determination by the Corporation whether to exercise any purchase option granted pursuant to this Agreement and will consent to the determination reached by the Board of Directors of the Corporation.

  • The Breaching Stockholder will offer (or be --------------- deemed to have offered) on the date of the Corporation makes a determination of the breach (the "Breach Date") to sell all of his Stock to the Corporation.

  • If --------------------------------------------------------------- following termination of any Stockholder's Employment Agreement, the Stockholder (the "Breaching Stockholder") is determined by the Corporation (and confirmed by arbitration, if applicable) to have breached any covenants or restrictions contained in Sections 4 and 5 of the Breaching Stockholder's Employment Agreement, the provisions of this Section 5 will apply.

  • The Corporation may exercise its option by sending a written notice to the Breaching Stockholder containing a statement that it is exercising its option pursuant to the Section 5 of this Agreement and indicating the number of shares of the Breaching Stockholder's Stock to be purchased.

  • Within 60 days of the Breach Termination (the “Corporate Breach Offer Period”), the Corporation shall notify the Breaching Stockholder in writing (the “Offering Breach Stockholder Notice”) whether or not the Corporation shall accept the Breach Offer, and shall purchase all, but not less than all, of the Breach Shares.

  • For the avoidance of doubt, no Non-Breaching Stockholder shall be required to make any payment or be liable in any amount to a Breaching Stockholder as a result of a Tax Matters Agreement Event whether pursuant to this Section 5.10(c) or otherwise pursuant to this Agreement.

  • Promptly after receipt by the Company of any such notice, the Board shall cause the Company to repurchase such Shares from the Breaching Stockholder in accordance with this Section.


More Definitions of Breaching Stockholder

Breaching Stockholder has the meaning set forth in Section 3.1(j).
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Breaching Stockholder means, with respect to each claim for --------------------- indemnification by an Indemnified Party under Section 6.1(a) or Section 6.1(b), each Indemnifying Party in respect of such claim to the extent of the number of Equivalent Shares beneficially owned by such Indemnifying Party immediately after the Financing Closing. Shares Prior to Issuance Indemnified Parties' Shares ISA = the aggregate number of Class A Equivalent Shares owned by Indemnified Parties immediately after the Financing Closing ISL = the aggregate number of Class L Equivalent Shares owned by Indemnified Parties immediately after the Financing Closing ISE = the aggregate number of Equivalent Shares owned by Indemnified Parties immediately after the Financing Closing calculated using the Initial Conversion Factor Breaching Stockholders' Shares BSA = the aggregate number of Class A Equivalent Shares owned by Breaching Stockholders immediately after the Financing Closing BSL = the aggregate number of Class L Equivalent Shares owned by Breaching Stockholders immediately after the Financing Closing BSE = the aggregate number of Equivalent Shares owned by Breaching Stockholders immediately after the Financing Closing calculated using the Initial Conversion Factor Non-Breaching Stockholders' Shares NSA = the aggregate number of Class A Equivalent Shares owned by Non- Breaching Stockholders immediately before the issuance in question NSL = the aggregate number of Class L Equivalent Shares owned by Non- Breaching Stockholders immediately before the issuance in question NSE = the aggregate number of Equivalent Shares owned by Breaching Stockholders immediately before the issuance in question calculated using the Initial Conversion Factor Total Shares TSA = ISA + BSA + NSA TSL = ISL + BSL + NSL TSE = ISE + BSE + NSE Amount of Loss L = that portion of the Loss for which indemnification is provided under this Article VI CL = with respect to a Loss that results from a Corporate Loss: L * [TSE / ISE] FORMULAE Indemnified Parties' Percentage I% = IV / TV where Indemnified Party's Value [ISA * 2.00] + [ISL * 162.00]
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Related to Breaching Stockholder

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

  • Defaulting Shareholder has the meaning set out in clause 16.7;

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

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • 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.

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

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

  • Founder means, in respect of an issuer, a person who,

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

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

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

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • 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.

  • 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;

  • Controlling Shareholder means any shareholder owning more than fifty

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

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

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • 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.

  • Company Shareholder means a holder of Company Shares.

  • Parent Stockholders means the holders of Parent Common Stock.