Contributing Shareholder definition

Contributing Shareholder has the meaning set forth in the preamble to this Agreement.
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Contributing Shareholder has the meaning set forth in Section 4.2(e).
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Contributing Shareholder means a Personnel Member who:
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Examples of Contributing Shareholder in a sentence

  • The Company may not assign any of its rights under this Agreement without the written consent of the Contributing Shareholder.

  • Subject to applicable securities laws and the terms and conditions thereof, the Contributing Shareholder may assign any of his or its rights under this Agreement to any of his or its respective Affiliates.

  • The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or the Contributing Shareholder at law, in equity or otherwise.

  • Upon delivery to the Company by the Contributing Shareholder of the share certificates representing such Contributed Shares pursuant to Article 2 hereof, the Company will receive good and valid title to such Contributed Shares, free and clear of all Liens (except for restrictions imposed by the applicable securities laws).

  • The Contributing Shareholder has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act to the extent that the Company possesses such information and the Contributing Shareholder has such knowledge and experience in business matters that the Contributing Shareholder is capable of utilizing the information that is available to the Contributing Shareholder concerning the Company to evaluate the risks of investment in the Company.

  • The Contributing Shareholder is an accredited investor within the meaning of Rule 501(a) under the Securities Act.

  • No approval, consent, compliance, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Contributing Shareholder of this Agreement or the transactions contemplated hereby.

  • The Contributing Shareholder is the beneficial and record owner of the Contributed Shares and has good and valid title to the Contributed Shares, free and clear of all Liens.

  • Subject to the terms and conditions set forth herein, on the Closing Date (as hereinafter defined), the Company and the Contributing Shareholder hereby agree that the Contributing Shareholder shall contribute to the Company the Contributed Shares (together with all rights now or hereafter attaching thereto), and the Company shall issue and deliver to the Contributing Shareholder the Exchange Shares.

  • The Contributing Shareholder understands that the Company Common Shares to be acquired by him or it pursuant to this Agreement will not be registered at the time of their issuance under the Securities Act for the reason that the sale provided for in this Agreement is exempt pursuant to Section 4(2) of the Securities Act and that the reliance of the Company on such exemption is predicated in part on the Contributing Shareholder's representations set forth herein.


More Definitions of Contributing Shareholder

Contributing Shareholder shall have the meaning ascribed thereto in clause 14.5;
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Contributing Shareholder shall have the meaning set forth in Section 3.5 of this Agreement.
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Contributing Shareholder has the meaning given in clause 6.2(c)(ii);
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Contributing Shareholder means Infrastructures Investors, LLC.
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Related to Contributing Shareholder

  • Company Shareholder means a holder of Company Shares.

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

  • 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.

  • 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.

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

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

  • Significant Shareholder means a person or company that has beneficial ownership of, or control or direction over, whether direct or indirect, or a combination of beneficial ownership of, and control or direction over, whether direct or indirect, securities of an issuer carrying more than 10 per cent of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution;

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

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

  • Interested Shareholder means any Person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that (i) is the owner of 15% or more of the outstanding voting Shares of the Company, or (ii) is an affiliate or associate of the Company and was the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder, and the affiliates and associates of such Person; provided, however, that the term “interested Shareholder” shall not include (x) any Person who (A) owned Shares in excess of the 15% limitation set forth herein as of, or acquired such Shares pursuant to a tender offer commenced prior to, the date of registration by the Registrar of the notice of adoption of the Articles, which set forth this Article 25, or pursuant to an exchange offer announced prior to the aforesaid date and commenced within 90 days thereafter and either (I) continued to own Shares in excess of such 15% limitation or would have but for action by the Company or (II) is an affiliate or associate of the Company and so continued (or so would have continued but for action by the Company) to be the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder or (B) acquired said Shares from a Person described in item (A) of this paragraph by gift, inheritance or in a transaction in which no consideration was exchanged; or (y) any Person whose ownership of Shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Company; provided that such Person shall be an interested Shareholder if thereafter such Person acquires additional Shares of voting Shares of the Company, 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 interested Shareholder, the voting Shares of the Company deemed to be outstanding shall include Shares deemed to be owned by the Person through application of Article 23.3(i) but shall not include any other unissued Shares of the Company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. Any determination made by the Board of Directors as to whether any Person is or is not an interested shareholder shall be conclusive and binding upon all shareholders of the Company.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • 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).

  • Major Stockholder means any such Person.

  • 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;

  • 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).

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • Preferred Shareholder means any holder of Preferred Shares.

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

  • 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.

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

  • 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.

  • Class A Shareholder means a holder of Class A Shares;

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

  • Soliciting Shareholder means, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons: