Eligible Stockholder Amount definition

Eligible Stockholder Amount means, in the case of Xxxxxx, the equivalent of 1,100,000 Common Shares and, in the case of Liberty, 1,000,000 shares of Common Stock, in each case determined on a fully diluted basis (taking into account, in the case of Xxxxxx, all unexercised Options, whether or not then exercisable).
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Eligible Stockholder Amount means, in the case of Diller, the equivalent of 2,200,000 Common Shares and, in the case of Liberty (including, in the case of Liberty, all of the Common Shares owned by the BDTV Entities), 2,000,000 shares of Common Stock, in each case determined on a fully diluted basis (taking into account, in the case of Diller, all unexercised Options, whether or not then exercisable).
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Eligible Stockholder Amount means, in the case of Diller, the equivalent of 2,200,000 Common Shares and, in the case of Liberty (including, in
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Examples of Eligible Stockholder Amount in a sentence

  • At such time as (i) the Chairman Termination Date has occurred or Xxxxxx becomes Disabled or (ii) the Xxxxxx Stockholder Group ceases to own its Eligible Stockholder Amount of Common Shares, Xxxxxx shall be required to sell his entire interest in the BDTV Entities to Liberty (or Liberty’s designee) at a price equal to the Xxxxxx Interest Purchase Price.

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  • At such time as (i) the CEO Termination Date has occurred or Dillxx xxxomes Disabled or (ii) the Dillxx Xxxckholder Group ceases to own its Eligible Stockholder Amount of Common Shares, Dillxx xxxll be required to sell his entire interest in the BDTV Entities to Liberty (or Liberty's designee) at a price equal to the Dillxx Xxxerest Purchase Price.

  • At such time as (i) the Chairman Termination Date has occurred or Diller becomes Disabled or (ii) the Diller Stockholder Group ceases to xxx xxs Eligible Stockholder Amount xx Common Shares, Diller shall be required to sell his entire interest in the BDTV Entitixx xx Liberty (or Liberty's designee) at a price equal to the Diller Interest Purchase Price.

  • Diversification should be encouraged in order not to rely on one specie (i.e., P.

  • At such time as (i) the CEO Termination Date has occurred or Diller becomes Disabled or (ii) the Diller Stockholder Group ceases to xxx xts Eligible Stockholder Amount xx Xxmmon Shares, Diller shall be required to sell his entire interest in the BDTV Entitxxx xx Liberty (or Liberty's designee) at a price equal to the Diller Interest Purchase Price.


More Definitions of Eligible Stockholder Amount

Eligible Stockholder Amount means, in the case of Dillxx, xxe equivalent of 1,100,000 Common Shares and, in the case of Liberty (including, in the case of Liberty, the proportionate number of Common Shares represented by Liberty's equity interest in any BDTV Entity and Common Shares issuable to Liberty or a member of the Liberty Stockholder Group pursuant to the Contingent Rights and the Holder Exchange Agreement), 1,000,000 shares of Common Stock, in each case determined on a fully diluted basis (taking into account, in the case of Dillxx, xxl unexercised Options, whether or not then exercisable).
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Eligible Stockholder Amount means a number of Attributable Shares --------------------------- equal to (i) with respect to the TCI Stockholder Group, at least 5,807,500 shares of Series A Common Stock, (ii) with respect to the KPCB Stockholder Group, at least 1,734,708 shares of Series A Common Stock, (iii) with respect to the Comcast Stockholder Group, at least 1,819,617 shares of Series A Common Stock and (iv) with respect to the Cox Stockholder Group, at least 1,819,617 shares of Series A Common Stock, in each case (x) after giving effect to the exercise, exchange or conversion of any Company Securities which are exercisable or exchangeable for or convertible into, shares of Series A Common Stock (without the payment of additional consideration in respect of such conversion, exercise or exchange) and (y) as such numbers of shares are appropriately adjusted to give effect to any stock splits, reverse stock splits, stock dividends, recapitalizations and the like occurring after the Closing.
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Related to Eligible Stockholder Amount

  • 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.

  • Eligible Shares has the meaning set forth in Section 4.1(a).

  • 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.

  • 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.

  • Common Stockholders means holders of shares of Common Stock.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Eligible Securities means those securities which are identified as permissible securities for a particular Transaction Category.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

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

  • Qualified Stockholder means: (a) the record holder of a share of Class B Common Stock as of the IPO Date; (b) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the IPO Date pursuant to the exercise or conversion of any Option or Convertible Security that, in each case, was outstanding as of the IPO Date; (c) each natural person who, prior to the IPO Date, Transferred shares of capital stock of the Corporation to a Permitted Entity that is or becomes a Qualified Stockholder; (d) each natural person who Transferred shares of, or equity awards for, Class B Common Stock (including any Option exercisable or Convertible Security exchangeable for or convertible into shares of Class B Common Stock) to a Permitted Entity that is or becomes a Qualified Stockholder; and (e) a Permitted Transferee.

  • Qualified shares means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to count votes either knows, or under subsection 4 is notified, are held by:

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Specified Shares means all or, as the case may be, some of the shares specified in a disclosure notice;

  • Parent Stockholders means the holders of Parent Common Stock.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Effective FTR Holder means:

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • Initial Holder Limit means a number of the Outstanding shares of Class B Preferred Stock of the Corporation having an Aggregate Value not in excess of the excess of (x) 15% of the Aggregate Value of all Outstanding shares of Equity Stock over (y) the Aggregate Value of all shares of Equity Stock other than Class B Preferred Stock that are Beneficially Owned by the Initial Holder. From the Issue Date, the secretary of the Corporation, or such other person as shall be designated by the Board of Directors, shall upon request make available to the representative(s) of the Initial Holder and the Board of Directors, a schedule that sets forth the then-current Initial Holder Limit applicable to the Initial Holder.

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

  • 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.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Company Convertible Securities means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.

  • Qualified Preferred Stock means any preferred capital stock of Holdings or the Lead Borrower so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date at as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings or the Lead Borrower, as applicable, to opt to make payment solely) in the form of common Equity Interests or Qualified Preferred Stock of Holdings or the Lead Borrower, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings or the Lead Borrower, as applicable, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or the Lead Borrower, as applicable, or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings or the Lead Borrower the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in a Default or Event of Default hereunder.