Consenting Stockholder definition

Consenting Stockholder means any beneficial owner of shares of Voting Securities that is a party to this Agreement.
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Consenting Stockholder means the Initial Stockholders and any holder ---------------------- of shares of Series B Stock that hereafter become a party to this Agreement.
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Consenting Stockholder means the Persons identified as “Consenting Stockholders” on Schedule A.
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Examples of Consenting Stockholder in a sentence

  • At the request of the Parent, the Company shall cooperate with the Parent to enter into a Company Option Contract with any one or more Company Option Holders (other than a Signing Date Consenting Stockholder), as designated by the Parent, with respect to one or more Company Options held by such Company Option Holder.

  • The Company --------------------------------------------- by its execution hereof represents and warrants to each Consenting Stockholder (and its related Participant) on and as of the Closing Date, as follows: ___________ [*] Confidential Treatment Requested.

  • The Consenting Stockholder hereby elects (the “Stock Election”) to, in the event the Merger occurs, receive in the Merger shares of Parent Common Stock at the Exchange Ratio in respect of the Stock Electing Shares.

  • Each certificate evidencing outstanding shares of Voting Securities held by a Consenting Stockholder shall bear the following legend: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • Until the earlier to occur of the Termination and the Effective Time, the Consenting Stockholder will cease immediately all discussions and negotiations regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or transactions described in Section 5.1(a)(iii).

  • The Consenting Stockholder acknowledges and agrees that the Parent has relied on the representations, warranties, covenants and other agreements of the Consenting Stockholder contained in this Agreement in connection with the Contemplated Transactions.

  • With respect to the knowledge of the Consenting Stockholder, the term “knowledge” shall mean the actual knowledge of the Consenting Stockholder of such matter or what a prudent individual could be expected to discover or otherwise become aware of with respect to a matter after conducting a reasonable inquiry of appropriate senior executives and responsible key employees of the Company concerning the existence of such matter.

  • The Consenting Stockholder acknowledges and agrees that the terms of such agreements and this Agreement are fair and reasonable.

  • The covenants made by a Consenting Stockholder and each other party hereto in this Section 12.19 shall continue to apply for a period of two years after such Consenting Stockholder ceases to be a Consenting Stockholder.

  • For so long as [*] or any of its Controlled Affiliates is a Consenting Stockholder, [*] and its Subsidiaries will be the [*] to the Company of services regarding the management of the Company's [*] (specifically, the [*]) and services with respect to international sales support, when applicable, provided, in each case, that such services are reasonably competitive with those available from third-party providers with respect to performance, function, and availability.


More Definitions of Consenting Stockholder

Consenting Stockholder means any Company Stockholder who shall have executed and delivered to the Company a written consent of stockholders approving this Agreement.
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Consenting Stockholder means any owner of shares of Class B Common Stock that is a party to this Agreement or becomes a party to this Agreement pursuant to Section 3.3, Section 3.5(c) or Section 3.8(b).
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Consenting Stockholder has the meaning set forth in the preamble.
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Consenting Stockholder shall have the same meaning set forth in Section 6(b).
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Consenting Stockholder has the meaning set forth in Section 5.1.
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Consenting Stockholder means any stockholder of the Company who has signed a consent in writing which individually or as part of a series of related consents result in the removal of a majority of the Board of Directors without a meeting of the stockholders of the Company and without the Company having first received written notice of such action no less than 35 days in advance of the effectiveness of such action; provided, however, that a stockholder shall not be deemed to be a Consenting Stockholder until such removal has actually occurred.
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Related to Consenting Stockholder

  • 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.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • 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).

  • 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.

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

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • 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.

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

  • Company Shareholder means a holder of one or more Company Shares;

  • Major Stockholder means any such Person.

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

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

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

  • 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.

  • Dissenting Stockholders shall have the meaning set forth in Section 3.3.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • 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.”

  • Parent Stockholders means the holders of Parent Common Stock.

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

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

  • 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.

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

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Preferred Shareholder means any holder of Preferred Shares.