Disqualified Holders definition

Disqualified Holders shall have the meaning provided in Section 1109.
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Disqualified Holders means Parent and its affiliates. The Company shall, through the Company Board and in the Proxy Statement, recommend to its stockholders that they give each of the Company Stockholder Approval and the Unaffiliated Stockholders Approval, except to the extent that the Company Board shall have withdrawn or modified its recommendation of this Agreement or the Merger as permitted by Section 5.02(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or (ii) the withdrawal or modification by the Company Board of its approval or recommendation of this Agreement or the Merger.
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Disqualified Holders means (a) those Persons identified by the Issuer to the Agent and the Holders in writing on or prior to the Closing Date (as such list may be updated from time to time after the Closing Date with the consent of the Requisite Holders), (b) any Competitor of the Parent or any of its Subsidiaries separately identified by the Issuer to the Agent and the Holders in writing from time to time, (c)(i) any reasonably known Affiliates of the Persons referred to in clause (a) and clause (b) of this definition, readily identifiable by their names, and (ii) any other Affiliates of such Persons designated in writing by the Issuer to the Agent and the Holders from time to time, and (d) such other Persons as may be agreed to by the Requisite Holders and identified by the Issuer to the Agent and the Holders in writing from time to time.
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Examples of Disqualified Holders in a sentence

  • If fewer than all shares held by Disqualified Holders are to be redeemed, the shares to be redeemed shall be selected in such manner as shall be determined by the Board of Directors, which may include selection first of the most recently purchased shares thereof, selection by lot or selection in any other manner determined by the Board of Directors.

  • The redemption price of the shares to be redeemed pursuant to this Section 4.7.1 shall be determined by the Board of Directors and shall be equal to the Fair Market Value (as defined herein) of such shares or, if such shares were purchased by one or more Disqualified Holders (as defined herein) within one year of the Redemption Date (as defined herein), the greater of (i) the Fair Market Value of such shares and (ii) the purchase price paid by such Disqualified Holder for such shares.

  • The list of Disqualified Holders shall be made available to any Holder upon request to the Agent.

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  • Pursuant to an Agreement and Plan of Merger dated as of August 18, 2005 ("Agreement"), such Disqualified Holders, defined in the Agreement as any holder of fewer than 200 shares of Illini as of the Effective Time of the merger, shall receive $40.50 for each share of Illini owned.

  • All Disqualified Holders shall be entitled to all rights and privileges allotted to dissenting shareholders under Section 607.1302 of the Florida Act.

  • The former provisions of Article III(F) ("Redemption of Disqualified Holders"), permitting the Corporation to redeem, or its assignee to repurchase, shares of its capital stock from any shareholder under specified circumstances, are now in Article III(C) ("Redemption of Disqualified Holders") of these Third Restated Articles of Incorporation.

  • Notwithstanding anything to the contrary contained herein, the Agent shall not have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to, Disqualified Holders.

  • Notwithstanding any other provision of this Article TENTH, if any Disqualified Holder fails to dispose of his Publicly- traded Securities within 10 days after the mailing of the Written Notice, such Disqualified Holder shall indemnify the Corporation and its Subsidiaries for any and all direct or indirect costs, including attorney's fees, incurred by the Corporation and its Subsidiaries as a result of such Disqualified Holder's continuing ownership or failure to divest of such Publicly-traded Securities.


More Definitions of Disqualified Holders

Disqualified Holders means (a) those Persons identified by the Issuer to the Agent and Holders in writing on or prior to the Closing Date and (b) such other Persons as may be agreed to by the Holders.
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Related to Disqualified Holders

  • Disqualified Holder means any holder of shares of stock of the Corporation whose holding of such stock, either individually or when taken together with the holding of shares of stock of the Corporation by any other holders, may result, in the judgment of the Board of Directors, in the loss of, or the failure to secure the reinstatement of, any license or franchise from any governmental agency held by the Corporation or any of its subsidiaries to conduct any portion of the business of the Corporation or any of its subsidiaries.

  • Qualified Holder means any person who:

  • Specified Holders means Hindalco and its Affiliates.

  • Disqualified Person has the meaning assigned to such term in Section 9.05(f)(ii).

  • Qualified Holdings means, as to any Recipient, all Shares owned beneficially or of record by: (i) such Recipient, or (ii) such Recipient's Customers, but in no event shall any such Shares be deemed owned by more than one Recipient for purposes of this Plan. In the event that more than one person or entity would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record on the Fund's books as determined by the Distributor shall be deemed the Recipient as to such Shares for purposes of this Plan.

  • Permitted Holders means any or all of the following:

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Excluded Holder means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.

  • Disqualified Transferee means any Person who is a direct or indirect transferee of any Right from an Acquiring Person or an Affiliate of an Acquiring Person and became such a transferee (x) after the occurrence of a Common Stock Event or (y) prior to or concurrently with the Acquiring Person becoming such and received such Right pursuant to a transfer (whether or not for value) (A) from the Acquiring Person to holders of its Common Stock or other equity securities or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Right, or (B) which a majority of the Board reasonably determines is part of a plan, arrangement, or understanding (whether or not in writing) which has as a primary purpose or effect, the avoidance of Section 7(e) hereof.

  • Disqualified Stock Dividends means all dividends with respect to Disqualified Stock of the Company held by Persons other than a Wholly Owned Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Company.

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Disqualified Partnership Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.

  • Disqualified means disqualified for being chosen as, and for being, a member of either House of Parliament or of the Legislative Assembly or Legislative Council of a State.

  • Disqualifying Event has the meaning specified in the definition of Eligible Currency.

  • Disqualified Non-U.S. Person With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S. Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed form or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.

  • Disqualified Non-U.S. Tax Person With respect to a Class R Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax Person that holds the Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or (ii) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificate will not be disregarded for federal income tax purposes.

  • Disqualified Capital Stock means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the Notes.

  • Designated Holder means the Holder of Note A-1.

  • Exempt Person means the Company or any Subsidiary (as such term is hereinafter defined) of the Company, in each case including, without limitation, in its fiduciary capacity, or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity or trustee holding Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company.

  • Indemnified Holder As defined in Section 8(a) hereof.

  • Disqualified Lenders means the Persons listed on Schedule 1.01B.

  • Disqualified Stock means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.

  • Disqualification Event shall have the meaning ascribed to such term in Section 3.1(rr).

  • Disqualified Equity Interest means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

  • Investor Group means the Sponsor and its affiliates, successors and assigns.