Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).
Company Stockholders Meeting has the meaning set forth in Section 6.2(a).
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.
Company Shareholder Meeting has the meaning specified in Section 8.2(b).
Company Stockholders means the holders of shares of Company Capital Stock.
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).
Parent Stockholders means the holders of Parent Common Stock.
Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Required Shareholder Approval has the meaning in Section 2.20.
Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.
Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.
Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.
Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.
Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.
Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.
unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Company Shareholders means holders of Company Shares.
Lock-Up Shares has the meaning set forth in Section 4.1.
Majority Stockholder means any person that would be a “50-percent shareholder” (within the meaning of section 382(g)(4)(D) of the U.S. Tax Code) of Common Stock if such person claimed a Worthless Stock Deduction at any time on or after the Petition Date.