Disinterested Stockholders definition

Disinterested Stockholders means those holders of Common Stock who are not Substantial Stockholders.

Disinterested Stockholders means all of the stockholders of the Company except Insiders of the Company who are eligible to receive Stock Awards, and such Insiders’ associates.

Disinterested Stockholders means those holders of the Voting Stock, none of which is an Interested Stockholder.

Examples of Disinterested Stockholders in a sentence

• TENTH: The Corporation may not purchase any shares of its stock from any person, entity or group that beneficially owns five percent (5%) or more of the voting power of the Voting Stock at a price exceeding the average closing price for the twenty trading business days prior to the purchase date, unless a majority of the Corporation's Disinterested Stockholders (as hereinafter defined) approves the transaction.

• Finally, the Special Committee focused on the substantial premium offered and the fact that Mr. Murdock had conditioned his offer on the recommendation of the Special Committee and the non-waivable approval of the Disinterested Stockholders, and determined that Dole’s stockholders should be given the opportunity to accept the offer.

• If an amendment reducing the Option exercise price or extending the term of the Option is made to an Option held by an Insider, the amendment shall only be made effective after the approval is received of Disinterested Stockholders at a meeting of the stockholders of the Company.

• During the discussions, the members of the Special Committee expressed their unequivocal view that the Disinterested Stockholders should be given the opportunity to vote on the merger.

• If an amendment reducing the Option exercise price or extending the term of the Option is made to an Option held by an Insider, the amendment shall only be made effective after the approval is received of Disinterested Stockholders at a meeting of the stockholders of the Company (and with respect to reducing the Option exercise price, provided that the requirements set forth in Section 3(c) are satisfied).

More Definitions of Disinterested Stockholders

Disinterested Stockholders means the stockholders of the Company, other than the stockholders of the Company that are members of the Leucadia.

Disinterested Stockholders means any stockholder of the Company who is not the Purchaser or an Affiliate of the Purchaser or a member of a 13D Group in which Purchaser or an Affiliate of Purchaser is also a member.

Disinterested Stockholders mean the holders of Voting Securities and/or Voting Security Equivalents that (i) are not (A) W or Affiliates or Associates of W or (B) portfolio companies of W or its Affiliates, and (ii) are not officers or employees of Parent or its Subsidiaries.

Disinterested Stockholders. 8.2 "Encumbrances" 2.2 "Escrow Agent" 6.8 "Escrow Agreement" 6.8 "Exploration Block" 2.4 "Financial Statements" 3.6 "GAAP" 3.6 "i5ive" 6.9 "JOA" 3.8 "Litigation" 2.15 "Marketeam" 6.9 "1933 Act" 10.14 "1934 Act" 10.14 "Note" 1.4 "Notice" 10.7 "Participating Interest" 2.4 "Participating Interest Agreement" 2.4 "Preemptive Rights" 5.3 "Prohibited Actions" 8.2

Disinterested Stockholders means those stockholders of Borrower that are not Affiliates of Lender and are not otherwise interested parties in any of the transactions set forth herein.

Disinterested Stockholders means the stockholders of Aspen who are not (i) a Restricted Party, (ii) an Affiliate of a Restricted Party, (iii) a member of a 13D Group in which a Restricted Party or an Affiliate of a Restricted Party is also a member, or (iv) a director or officer of Aspen or an Affiliate of such director or officer.

Disinterested Stockholders means the holders of Company Common Stock, other than, as applicable, (i) any member of the board of directors of the Company, (ii) any Person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act, (iv) the Foundation Investors, (v) the Existing Lennar Investors, (vi) Xxxxxx, and (vii) in the case of the Foundation Investors, the Existing Lennar Investors and Xxxxxx, any other Person having any direct equity interest in, or any right to acquire any direct equity interest in, any of the Foundation Investors or the Existing Lennar Investors or any Person of which any of the Foundation Investors or the Existing Lennar Investors is a direct or indirect Subsidiary or any “immediate family member” (as defined in Item 404 of Regulation S‑K) or “affiliate” or “associate” (as defined in Section 12b‑2 of the Exchange Act) of any of the Foundation Investors or the Existing Lennar Investors or any direct equityholder or subsidiary (excluding the Company and its Subsidiaries) of any of the Foundation Investors or the Existing Lennar Investors. For the avoidance of doubt, any Person who agrees to have any direct equity interest in, or any right to acquire any direct equity interest in, any Person of which any of the Foundation Investors or Existing Lennar Investors is a direct or indirect Subsidiary following the execution hereof shall be deemed not to be a Disinterested Stockholder hereunder.