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.
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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.
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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.
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Examples of Disinterested Stockholder in a sentence

  • The term "Disinterested Stockholder" shall mean a holder of shares of a particular class or series of Capital Stock who is not (A) a Related Person with or for the benefit of whom a Business Combination is proposed to be consummated or (B) an Affiliate or Associate of such Related Person.

  • 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 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.

  • The Company Stockholder Approval (or if applicable, the Disinterested Stockholder Approval) shall have been validly obtained under the DGCL and the Company's certificate of incorporation and bylaws.

  • The Company has agreed with Parent and Purchaser to subject the adoption of the merger agreement to the Disinterested Stockholder Approval (such approval, together with the vote referenced in the preceding sentence, the “Company Stockholder Approval”).

  • Upon receipt by the Holder of a notice from the Company that the Company has obtained the Requisite Disinterested Stockholder Approval (as defined below), the Holder shall convert the outstanding principal due under the Note, together with any interest accrued thereon through the date of conversion, into shares of the Company's common stock, at the rate of $0.036 per share (the "Conversion").

  • Zwan, shall support the Proposals and shall use commercially reasonable efforts to obtain stockholder approval of the Proposals, including Disinterested Stockholder Approval.

  • 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 term "Requisite Disinterested Stockholder Approval" means the approval of the Conversion by the majority of the shares of the Company's voting stock (excluding any shares held by the Holder and its affiliates) present in person or represented by proxy at a stockholders meeting duly held and noticed.

  • Each of the Required Company Vote and the Required Parent Vote shall have been obtained; provided, that no Party may waive the requirement to obtain the Disinterested Stockholder Approval.


More Definitions of Disinterested Stockholder

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

  • Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Interested Stockholder means, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

  • Disinterested Person means a director who has not, during the period that person is a member of the Committee and for one year prior to commencing service as a member of the Committee, been granted or awarded equity securities pursuant to this Plan or any other plan of the Company or any Parent, Subsidiary or Affiliate of the Company, except in accordance with the requirements set forth in Rule 16b-3(c)(2)(i) (and any successor regulation thereto) as promulgated by the SEC under Section 16(b) of the Exchange Act, as such rule is amended from time to time and as interpreted by the SEC.

  • Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.

  • Disinterested Trustee means a Trustee of a Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

  • Interested Shareholder means any person (other than the Corporation or any Subsidiary) who or which:

  • Disinterested means disinterested within the meaning of any applicable regulatory requirements, including Rule 16b-3.

  • Interested Director means a director or trustee of an investment company who is an interested person within the meaning of Section 2(a)(19) of the Act. A “Disinterested Director” is a director who is not an interested person under Section 2(a)(19) of the Act.

  • 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.

  • 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.

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

  • Disinterested Quorum means a quorum of the Board who are not Parties to the subject Proceeding or any related Proceeding.

  • Independent Shareholders means holders of Voting Shares, other than:

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

  • 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.

  • 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.

  • Major Stockholder means any such Person.

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

  • Disinterested witness means a witness other than the spouse, child, parent, sibling, grandchild, grandparent, or guardian of the individual who makes, amends, revokes, or refuses to make an anatomical gift, or another adult who exhibited special care and concern for the individual. The term does not include a person to which an anatomical gift could pass under Section 44‑43‑350.

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;

  • 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.