Dragging Holder definition

Dragging Holder has the meaning set forth in Section 4(a)(i).
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Dragging Holder has the meaning set forth in the Recitals.
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Dragging Holder has the meaning set forth in Section 5(a).
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Examples of Dragging Holder in a sentence

  • If, at the end of such period, the Dragging Holder has not completed the Drag-Along Sale, the Dragging Holder may not then effect a transaction subject to this Section 4(a) without again fully complying with the provisions of this Section 4(a).

  • In furtherance of the foregoing, the Dragging Holder may at any time, at the cost and expense of the Company and on behalf of, and to represent, the Company, hire and retain investment bankers, attorneys and any other advisors identified by the Dragging Holder, in order to initiate an auction of the Company and the Company shall fully cooperate with such auction and sale.

  • Payment shall be made to each Dragging Holder via cashier’s check or wire transfer within twenty-five (25) calendar days of the Dragged Holder’s notification to the Dragging Holders of their agreement to purchase all of their Equity Securities.

  • Payment shall be made to each Dragging Holder via cashier’s check or wire transfer within ten (10) business days of the Ordinary Shareholder’s notification to the Dragging Holders of their agreement to purchase all of the Dragging Holder Shares.

  • In any such transaction, all selling Holders must receive the same benefits and bear the same burden as the Dragging Holder in proportion to the Valuation Percentages of their respective Holdings Shares to be sold; provided that no Holder shall be liable for any indemnification obligations in excess of the proceeds received by such Holder in such transaction.

  • In addition, upon demand by the Dragging Holder and in addition to any other rights or remedies of the Dragging Holder granted herein or otherwise, the relevant Group Company shall stop any subsequent transfer of any such shares held by the Dragged Holders.

  • The Dragging Holder will deliver or cause to be delivered to each other Holder copies of all transaction documents relating to the Required Sale promptly as the same become available.

  • In the event the Ordinary Shareholder delivers written notice to the Dragging Holders to purchase all of the Dragging Holder Shares, but fails to deliver the payment or complete the purchase within said ten (10) business days, such Ordinary Shareholder shall be liable to Dragging Holders for all damages relating to or arising from such failure.

Related to Dragging Holder

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

  • Existing Holder means a Broker-Dealer or any such other Person as may be permitted by the Corporation that is listed as the holder of record of shares of AMPS in the Stock Books.

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

  • FTR Holder means the PJM Member that has acquired and possesses an FTR.

  • 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.

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

  • 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.

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

  • Living Holder A Certificate Owner of a Special Retail Certificate other than a Deceased Holder.

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

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

  • 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.

  • Eligible Holder means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).

  • Note A-9 Holder means the Initial Note A-9 Holder or any subsequent holder of Note A-9, as applicable.

  • or "Holder The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Master Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the NIMS Insurer may conclusively rely upon a certificate of the Depositor or the Master Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to "Holders" or "Certificateholders" shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee and the NIMS Insurer shall be required to recognize as a "Holder" or "Certificateholder" only the Person in whose name a Certificate is registered in the Certificate Register.

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

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

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

  • 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.

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

  • Note A-8 Holder means the Initial Note A-8 Holder or any subsequent holder of Note A-8, as applicable.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Registrable Shares means the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

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