Electing Stockholder definition

Electing Stockholder means, depending upon the context used, a Retaining Stockholder who has delivered an Election Notice pursuant to Section 2.04(a) hereof or a Retaining Stockholder who has sold its Shares to a Prospective Purchaser pursuant to Section 2.04(b) hereof.
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Electing Stockholder as defined in Section 6(a).
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Electing Stockholder has the meaning set forth in Section 1.5(a).
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Examples of Electing Stockholder in a sentence

  • At such closing, the Proposed Transferee(s) or Electing Stockholders, as the case may be, shall deliver to the Transferor and, if applicable, each Tag Along Electing Stockholder a wire transfer or a certified check in the entire amount of the applicable purchase price against delivery of instrument(s) evidencing the Company Securities, in each case duly endorsed for Transfer to, such third party transferee(s) or Electing Stockholders, as the case may be.

  • If any Tag Along Electing Stockholder elects to exercise its right to participate in a Transfer pursuant to this Section 3.03, the Transferor shall use reasonable efforts to obtain the agreement of the Proposed Transferee to the participation of such Tag Along Electing Stockholder(s) in the contemplated Transfer.

  • A Company Stockholder shall not have any rights as a unitholder of Parent with respect to any Parent Common Units until the consummation of the Parent Common Units Exchange, and upon such exchange such Parent Common Units Electing Stockholder shall be deemed to have held such Parent Common Units as of the Merger Effective Time (and, for the avoidance of doubt, shall be entitled to any dividends declared at or after the Merger Effective Time with respect to such Parent Common Units).

  • The right to purchase the remaining Call Securities shall be allocated to the Call Securities Electing Stockholders pro rata (based on the number of Shares each Call Securities Electing Stockholder (together with their Permitted Transferees) owns in relation to the total number of Shares owned by all of the Call Securities Electing Stockholders).

  • In the event an Electing Stockholder has not notified the Section 6 Selling Stockholders of its intent to exercise such Tag Rights within ten (10) days of receipt of a Tag Notice, such Electing Stockholder will be deemed to have elected not to exercise such Tag Rights, and shall forfeit, with respect to the transaction contemplated by such Tag Notice.

  • N.B. Screened extension leads should be removed from service if the metal screen is exposed to the environment due to sheath damage.

  • If after giving effect to any amendment to any Post-IPO Electing Stockholder's notice pursuant to said procedures, the Post-IPO Electing Stockholders desire to acquire, in the aggregate, less than all of the Post-IPO First Refusal Shares, then the Post-IPO Selling Stockholder's offer shall be deemed rejected as of the last day for a Post-IPO Electing Stockholder to amend its notice pursuant to said procedures.

  • In order to make a valid election to participate in the sale of Shares pursuant to this Agreement, each Electing Stockholder shall agree, in form reasonably satisfactory to and for the benefit of Purchaser, to be bound by the terms, conditions and other provisions of this Agreement as if a signatory hereto as of the date hereof and to waive any and all rights to the contrary under applicable Law or the Certificate of Designations.

  • Promptly after the expiration of the Stockholder Purchase Option Period, the Company shall give written notice to the Selling Stockholder and the Electing Stockholders specifying the number of Offered Shares to be purchased by each Electing Stockholder.

  • If, after giving effect to any amendment to any First Refusal Electing Stockholder's notice pursuant to this Section 3.4(d), the First Refusal Electing Stockholders desire to acquire, in the aggregate, less than all of the First Refusal Shares, then the Selling Stockholders' offer of the First Refusal Shares shall be deemed rejected as of the last day for a First Refusal Electing Stockholder to amend its notice pursuant to this Section 3.4(d) (the "First Refusal Rejection Date").


More Definitions of Electing Stockholder

Electing Stockholder has the meaning set forth in Section 4.04(b).
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Electing Stockholder has the meaning set forth in Section 2.2(b)(ii).
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Electing Stockholder means any Eligible Stockholder who makes a Stock Election in accordance with the provisions of Section 3.3(a).
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Electing Stockholder means a Holder of an Allowed Class 14 Equity Interest who makes the Stock Purchase Election.
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Related to Electing Stockholder

  • 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.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • 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.

  • Major Stockholder means any such Person.

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

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

  • 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.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Company Shareholder means a holder of Company Shares.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Controlling Shareholder means any shareholder owning more than fifty

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

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

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Dissenting Stockholder has the meaning set forth in Section 2.7.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Management Stockholder shall have the meaning set forth in the introductory paragraph.

  • Soliciting Shareholder means, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

  • Preferred Shareholder means any holder of Preferred Shares.

  • Significant Stockholder means Allied Irish Banks, p.l.c., a limited liability company incorporated under the laws of Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any successor thereto.

  • 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.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.