Disputing Holders definition

Disputing Holders shall have the meaning specified in the definition of “Transaction Price.”
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Disputing Holders shall have the meaning specified in the definition of Transaction Price. “Disputing Holders’ Calculation” shall have the meaning specified in the definition of Transaction Price.
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Disputing Holders shall have the meaning specified in the definition of Transaction Price. “Disputing Holders’ Calculation” shall have the meaning specified in the definition of Transaction Price. “Disqualified Stock” means any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Capital Stock that is not Disqualified Stock and/or cash in lieu of fractional shares), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder of the Capital Stock (other than solely for Capital Stock that is not Disqualified Stock and/or cash in lieu of fractional shares), in whole or in part, (c) requires the payment of any cash dividend or any other scheduled cash payment, or (d) is or becomes convertible into or exchangeable for Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 4.11 of this Agreement) or any other Capital Stock that would constitute Disqualified Stock, in each case, prior to the date that is 90 days after the date on which the Notes mature. Notwithstanding the preceding sentence, only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock. For the avoidance of doubt, the Common Stock as of the Restatement Date is not Disqualified Stock. “Distributed Property” shall have the meaning specified in Section 14.05(c). “Dividing Person” shall have the meaning specified in the definition of Division. “Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive. “Domestic Subsidiary” means a Subsidiary of the Company that is organized under the laws of the United States of America, any state thereof or the District of Columbia. “Effective Date” means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, reflecting the relevant share split or share co...
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Examples of Disputing Holders in a sentence

  • The Corporation and the Representative, on behalf of the Disputing Holders, shall each bear one-half of the fees and expenses (including the responsibility for any indemnity or similar obligations) of such accounting firm.

  • The Dispute Notice shall set forth in reasonable detail the basis for such dispute and shall name a representative (the "Representative") for the Disputing Holders.

  • If the appraisers reach such agreement, their agreement shall be final and binding on the Corporation and the Disputing Holders.

  • If there are any Disputing Holders, within ten (10) days after the last date on which an Appraisal Notice can be delivered, the Board (excluding any member of the Board appointed or designated by the holders of Series A Preferred) and holders of at least a majority of the shares held by the Disputing Holders shall each appoint a professional appraiser to determine the Fair Market Value.

  • Unless holders of a majority of the outstanding shares of Preferred Stock shall notify (a "Dispute Notice") the Corporation, within 30 days of the date the Corporation mails such notice of adjustment, that such holders (the "Disputing Holders") dispute such adjustment, such adjustment shall be final and binding.

  • The Board's determination of Fair Market Value shall be final and binding (i) on all Exercising Holders in the event no Appraisal Notice is delivered to the Corporation within such ten (10) business day period and (ii) on all Exercising Holders other than the Disputing Holders in the event one or more Appraisal Notices are delivered to the Corporation.

  • If the Fair Market Value determined by the appraisers is not more than five percent (5%) greater than the value as determined by the Board, then the Disputing Holders shall pay all costs associated with the appraisers, on a pro rata basis.

  • If the appraisers fail to agree during such twenty (20) day period, they shall within five (5) days thereafter select a third appraiser with the same qualification requirements, and the three (3) appraisers shall establish the Fair Market Value by majority vote within the succeeding twenty (20) day period after the selection of the third appraiser and such determination of Fair Market Value shall be final and binding on the Corporation and the Disputing Holders.

  • In the event that any Dispute between the Company, on the one hand, and the Disputing Holders, on the other hand, should result in litigation or arbitration, the prevailing party in such Dispute shall be entitled to recover from the other party all reasonable attorneys’ fees, costs and other expenses incurred by the prevailing party in connection with such Dispute.

  • The Company expressly acknowledges and agrees that (i) this Section 23 constitutes an agreement to arbitrate between the Company and the Disputing Holders, on behalf of all affected Holders, (and constitutes an arbitration agreement) under § 7501, et seq.

Related to Disputing Holders

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Underwriters’ Representative means the managing underwriter, or, in the case of a co-managed underwriting, the managing underwriter designated as the Underwriters' Representative by the co-managers.

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.

  • Disputing Parties means the claimant and the respondent;

  • Existing Holders shall have the meaning given in the Preamble.

  • Requesting Holder shall have the meaning given in subsection 2.1.1.

  • Disputing Party has the meaning specified in Paragraph 5.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Dispute Notice has the meaning set forth in Section 2.7(b).

  • Non-Directing Holders means the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under the Note A-2 PSA to exercise the rights granted to the Non-Directing Holders in this Agreement. If Note A-2 has not been included in a Securitization, the Non-Directing Holder with respect to such Note will be the then-current Holder of such Note.

  • Independent Accounting Firm means such nationally recognized, independent accounting firm as is mutually appointed by Seller and Buyer for purposes of this Agreement.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • 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.

  • Controlling Holder means, as of any date of determination:

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

  • Demanding Holders shall have the meaning given in subsection 2.1.1.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.