Disinterested Stockholder definition

Disinterested Stockholder means a stockholder of the Corporation who is not an Interested Stockholder or an Affiliate or an Associate of an Interested Stockholder.

Disinterested Stockholder means a holder of Voting Stock who is not an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder and whose shares are not deemed owned by an Interested Stockholder through application of Section 3.3.

Disinterested Stockholder means any holder of shares of capital stock of the Company who is not an Interested Stockholder.

Examples of Disinterested Stockholder in a sentence

• GFI shall have obtained the GFI Stockholder Approval; provided that, without the written consent of the Special Committee, neither GFI nor CME may waive the requirement to obtain the Disinterested Stockholder Approval.

• The Company Disinterested Stockholder Approval shall have been obtained.

• In accordance with applicable law and the Company’s certificate of incorporation and by-laws, the Company shall call, give notice of and hold a meeting of its stockholders (the “ Company Stockholders’ Meeting”) as promptly as practicable for the purpose of obtaining the Company Stockholder Approval, including the Disinterested Stockholder Approval, and the Company shall use its best efforts to hold the Company Stockholders’ Meeting as promptly as practicable after the Proxy Statement Clearance Date.

• The foregoing notwithstanding, in such event, unless the Special Committee determines otherwise, this Agreement and the Merger will require the approval of the holders of a majority of the outstanding shares beneficially owned by stockholders of the Company other than Parent, FPSH and their respective Affiliates (the "Disinterested Stockholder Approval").

• The Requisite Stockholder Vote shall have been obtained; provided that, notwithstanding any other provision in this Agreement to the contrary, the requirement to obtain the Disinterested Stockholder Vote may not be waived.

More Definitions of Disinterested Stockholder

Disinterested Stockholder means any stockholder of the Company ------------------------- who is not (i) an Affiliate of the Company, (ii) a Restricted Party or an Affiliate of a Restricted Party or (iii) a member of a 13D Group of which a Restricted Party or an Affiliate of a Restricted Party is also a member.

Disinterested Stockholder means, at any time of determination, with respect to any proposed Related Party Transaction, a stockholder of New UPC that neither (a) is an Affiliate of New UPC or (b) has a financial interest in the proposed Related Party Transaction that is materially different from New UPC's stockholders generally.

Disinterested Stockholder means any stockholder of the Company who is not: (a)(i) a member of the Terra Group or (ii) an executive officer or director of the Company or a Company Controlled Corporation, and (b) with respect to any Transferee Tender Offer or Transferee Merger, (i) such Transferee or an Affiliate of such Transferee or (ii) a member of a 13D Group in which such Transferee or an Affiliate of such Transferee is also a member.

Disinterested Stockholder means, at any time of determination, with respect to any proposed Related Party Transaction, a stockholder of the Corporation that neither (a) is Related Party of the Corporation or (b) has a financial interest in the proposed Related Party Transaction that is materially different from the Corporation's stockholders generally.

Disinterested Stockholder means a stockholder of the Corporation who is not and was not a party to the proceeding in respect of which indemnification is sought by Indemnitee.

Disinterested Stockholder means a holder of Company Class A Common Stock that is neither (i) affiliated with the Company as an officer or director, (ii) a Continuing Stockholder, nor (iii) The Xxxxxxx Charitable Foundation;

Disinterested Stockholder means a stockholder of the Company who is not and was not a party to the Claim giving rise to the subject matter of a Determination.