Electing Investor definition

Electing Investor has the meaning set forth in Section 4.3 hereof.
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Electing Investor shall have the meaning set forth in Section 2.2.
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Electing Investor means each Investor other than Ali who delivers an Other Investor ROFR Notice electing to purchase, upon exercise of such Investor’s Third Refusal Right, at least such Investor’s Pro Rata Share of the Remaining Shares II.
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Examples of Electing Investor in a sentence

  • In no event shall the liability of any Electing Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Electing Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

  • Notwithstanding the foregoing, in no event shall the liability of any Electing Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Electing Investor upon the sale of the Registrable Securities giving rise to such contribution obligation.

  • If the Electing Investors elect to purchase a total number of shares in excess of the Refused Shares, the Refused Shares shall be allocated among the holders so electing on a pro rata basis, based on the relative number of Conversion Shares held by or issuable to each Electing Investor, up to the full amount of Refused Shares each Electing Investor has elected to purchase, until all Offered Shares have been allocated.

  • Determine what has been achieved under the four Collective Service stra- tegic areas, i.e. strengthened collaborative RCCE approaches; availability of evidence to inform policy and programming and improve effectiveness and efficiency; improved quality and consistency of risk communication and community engagement approaches; reinforced national capacity for improved lo- cal solutions.• Resourcing.

  • Each Electing Investor shall be entitled to apportion Offered Shares to be purchased among its partners and affiliates (including in the case of a venture capital fund other venture capital funds affiliated with such fund), provided that such Electing Investor notifies the Offering Holder of such allocation.

  • If a Preemptive Investor (the “Electing Investor”) elects to purchase its full Preemptive Pro Rata Share, then such Electing Investor shall have a right of over-allotment such that if any other Preemptive Investor (the “Non-electing Investor”) fails to purchase its Preemptive Pro Rata Share, such Electing Investor may purchase, on a pro rata basis with other Electing Investors, the Non-electing Investor’s Preemptive Pro Rata Share (the “Preemptive Over-Allotment”).

  • Immediately after such sale, all sale proceeds relating to the securities of each Electing Investor shall be remitted to such Electing Investor.

  • If a Preferred Holder (the “Electing Investor”) elects to purchase its full Pro Rata Share, then such Electing Investor shall have a right of over-allotment such that if any other Preferred Holder (the “Non-electing Investor”) fails to purchase its Pro Rata Share, such Electing Investor may purchase, on a pro rata basis with the other Electing Investors, the Non-electing Investor’s Pro Rata Share (the “Over-Allotment”).

  • The Sale Shares to be purchased by each Electing Investor as set out in Schedule III (subject to adjustment as provided in Section 2.03) shall be reduced pro-rata or as otherwise agreed between the Electing Investors.

  • If a Notice of Offer is for two or more classes of Capital Stock, then the number of shares of Common Stock and Preferred Stock that any Electing Investor shall have the right to sell shall be determined separately as though separate offers have been made for each of the securities.


More Definitions of Electing Investor

Electing Investor means a Converting Holder (other than a Company Optionholder) makes a valid Stock Election pursuant to this Agreement.
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Electing Investor has the meaning set forth in Section 4.1(e)(v). "Seller" has the meaning set forth in Recital A. "Seller Designee" shall mean a Qualified Person designated by the Seller to act as the transferee of the Membership Interests pursuant to Section 3.13. "Seller Desi n~ ee Agreement" has the meaning set forth in Section 3.13(a). "Significant Company Action" has the meaning set forth in Section 11.2. "Site" means that certain property located in Centralia, Washington, on which the Power Plant is located, with the portion of such property licensed pursuant to the Site License Agreement being more particularly described on Exhibit D. "Site License Agreement" means the Production Facility and Coal Yard Site License dated February 10, 2014 among the Company, the Utility and TransAlta Centralia Mining LLC, a Washington limited liability company. "Succeeding Capital Contribution" has the meaning set forth in Section 4.1(fl. "Target Capital Contribution" has the meaning set forth in the Purchase Agreements. "Tax" (and, with correlative meaning, "Taxes" and "Taxable") means: (a) any federal, state, local or foreign net income, gross income, gross receipts, windfall, profit, severance, property, production, sales, use, license, occupation, excise, franchise, net worth, employment, payroll, unemployment insurance, social security, welfare, disability, worker's compensation, withholding, alternative or add-on minimum, ad valorem, transfer, stamp, or environmental tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental Body; and (b) any liability for the payment of amounts with respect to payment of a type described in clause (a), including as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of succeeding to such liability as a result of merger, conversion or asset transfer or as a result of any obligation under any tax sharing arrangement or tax indemnity agreement. "Tax Credits" means the credits against federal income Tax available under Section 45 of the Code or any successor provision with respect to sales of Refined Coal to Unrelated Persons, 13
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Related to Electing Investor

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

  • Requesting Investor has the meaning set forth in Section 7.5 of the Indenture.

  • Existing Investors shall have the meaning given in the Preamble hereto.

  • Lead Investor means Cavalry Fund I LP.

  • Preferred Holder means, with respect to a series of Preferred Units, a Record Holder of such series of Preferred Units.

  • Investor means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.

  • Defaulting Investor means any Investor that has (a) failed to make a payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder, (b) notified the Administrative Agent in writing that it does not intend to make any payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder or (c) become the subject of an Event of Bankruptcy.

  • Preferred Holders means the record owners of outstanding Preferred Securities.

  • Major Investor means any Investor that, individually or together with such Investor’s Affiliates, holds at least 1,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).

  • Series B Holder means a Record Holder of the Series B Preferred Units.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Investor Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.

  • Majority Holder as used in Section 7.4 hereof shall mean any holder or any combination of holders of Registrable Securities, if included in such holders' Registrable Securities are that aggregate number of shares of Common Stock (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) as would constitute a majority of the aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) included in all the Registrable Securities.

  • Anchor Investor means a Qualified Institutional Buyer applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the RHP and who has Bid for an amount of at least ₹ 100 million and the term “Anchor Investors” shall be construed accordingly.

  • Series A Holder means a Record Holder of the Series A Preferred Units.

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

  • Investor Majority means [the holders of at least [ ] per cent of Series A Shares from time to time] [Note: amend as appropriate];

  • Undersubscription Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.

  • Shareholder-Initiated Transfer Redemption means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract out of a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollments such as transfers of assets within a Contract out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs, insurance company approved asset allocation programs and automatic rebalancing programs; (ii) as a result of any deduction of charges or fees under a Contract; (iii) within a Contract out of a Fund as a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment of a death benefit from a Contract.

  • Major Holder means with respect to any registration the Holder that, together with its Affiliates, includes the largest number of Registrable Securities in such registration.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Shareholder-Initiated Transfer Purchase means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract to a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as transfer of assets within a Contract to a Fund as a result of “dollar cost averaging” programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) one-time step-up in Contract value pursuant to a Contract death benefit; (iv) allocation of assets to a Fund through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required free look period.