Contributing Stockholder definition

Contributing Stockholder means each individual stockholder of the Company who is a signatory to the Original Agreement on the date of the Original Agreement and each other owner of shares of Company Common Stock or Company Preferred Stock who becomes a party to this Agreement in accordance with the procedures set forth in Section 2.06.
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Contributing Stockholder shall have the meaning given to it in the preamble of this Agreement.
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Contributing Stockholder shall have the meaning set forth in Section 3.3(a).
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Examples of Contributing Stockholder in a sentence

  • Each Contributing Stockholder agrees that, prior to the termination of this Agreement, such Contributing Stockholder shall not take any action that would make any representation or warranty of such Contributing Stockholder contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such Contributing Stockholder of its obligations under this Agreement.

  • The Customer is responsible for anything that it needs to obtain from someone other than Supplier.

  • Each Contributing Stockholder is (and as of immediately prior to the Effective Time will be) an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.

  • If a Contributing Stockholder desires separate legal representation in connection with the transactions contemplated hereby, it may retain a separate legal advisor, provided that such Contributing Stockholder shall be solely responsible for the fees and expenses of such advisor.

  • Subject to the satisfaction or waiver of the closing conditions set forth in Section 9, at the Closing each Contributing Stockholder shall contribute, assign and transfer to Newco, and Newco shall accept, all Contributed Shares held by such Contributing Stockholders, free and clear of all liens, claims, encumbrances and restrictions of any kind whatsoever.

  • At the Closing, each Contributing Stockholder shall deliver or cause to be delivered to Newco, (i) original share certificates of such Contributing Stockholder’s Contributed Shares duly endorsed in favor of Newco or accompanied by stock powers duly endorsed in blank, and (ii) such other documents reasonably requested by Newco.

  • Against delivery of such shares, Parent shall deliver to each Contributing Stockholder at the Closing his, her or its pro rata share of the Consideration and all documents, certificates, instruments or writings required to be delivered by Parent at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith.

  • This Agreement constitutes the valid and legally binding obligation of the Contributing Stockholder, enforceable in accordance with its terms.

  • Notwithstanding the foregoing, each Contributing Stockholder may make transfers of Owned Shares (a) for estate planning or similar purposes so long as such Contributing Stockholder or another Contributing Stockholder retains control over the voting and disposition of such Owned Shares and agrees in writing to continue to vote such Owned Shares in accordance with this Agreement and (b) pursuant to the Equity Rollover Commitment of such Contributing Stockholder.

  • The Contributing Stockholder has full capacity to execute and deliver, and to perform such Contributing Stockholder’s obligations under, this Agreement.


More Definitions of Contributing Stockholder

Contributing Stockholder or "Contributing Stockholders" shall have the meanings ascribed to such terms in Section 7.1(c) hereof.
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Contributing Stockholder or “Contributing Stockholders” has the meaning set forth in the preamble hereto.
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Contributing Stockholder has the meaning set forth in the Recitals.
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Related to Contributing 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.

  • Transferring Stockholder has the meaning set forth in Section 4.04(a).

  • 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.

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

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