Excluded Stockholder means Xxxxxxx X. Xxxx, the spouse, siblings, children, grandchildren or great grandchildren of Xxxxxxx X. Xxxx, any trust primarily for the benefit of the foregoing persons, or any Affiliate of any of the foregoing persons.
Excluded Stockholder means each of the following Persons:
(i) MPM Capital L.P. (including its Affiliates and Associates); provided, however, that MPM Capital L.P. (including its Affiliates and Associates) shall not be an Excluded Stockholder if MPM Capital L.P. (including its Affiliates and Associates) becomes the Beneficial Owner of any Common Shares other than Common Shares Beneficially Owned on October 13, 2006;
(ii) Ipsen (including its Affiliates and Associates), so long as Ipsen (including its Affiliates and Associates) does not acquire beneficial ownership of any Common Shares other than Common Shares Ipsen (including its Affiliates and Associates) (A) acquires (or has the right to acquire) beneficial ownership of directly from the Company pursuant to the Ipsen Purchase Agreement, the Affiliation Agreement, the Convertible Notes and the Warrant, and (B) acquires beneficial ownership of from Persons other than the Company pursuant to Permitted Offers and Acquisitions (any such acquisition pursuant to this subclause (B), an “Exempted Acquisition”); and
(iii) any Person (including its Affiliates and Associates) who acquires Common Shares directly from Ipsen (including its Affiliates and Associates) (an “Ipsen Transfer”); provided, however, that such Person (including its Affiliates and Associates) (an “Ipsen Transfer Holder”) shall not be an Excluded Stockholder if, after giving effect to such Ipsen Transfer, such Ipsen Transfer Holder (including its Affiliates and Associates) is or becomes the Beneficial Owner of more than 14.9% of the outstanding Common Shares without the prior approval of the Board of Directors and, if the Company is restricted from taking actions pursuant to Section 3 of the Affiliation Agreement, Ipsen.
Excluded Stockholder means: (i) ZKB Pharma Vision AG (including its Affiliates and Associates); provided, however, that ZKB Pharma Vision AG (including its Affiliates and Associates) shall not be an Excluded Stockholder if ZKB Pharma Vision AG (including its Affiliates and Associates) becomes the Beneficial Owner of more than 21% of the outstanding Common Shares without the prior approval of the Board of Directors; and (ii) Amgen Inc. (including its Affiliates and Associates) only with respect to any Common Shares that it beneficially owns as a result of acquisitions (A) pursuant to that certain Stock Purchase Agreement by and between the Company and Amgen Inc. dated as of May 21, 2003 (as the same may be amended from time to time, the “Stock Purchase Agreement”) and/or (B) of up to 11,358,238 shares of Common Shares (subject to appropriate adjustment for stock splits, stock dividends payable in shares of Common Shares or securities convertible into Common Shares, recapitalizations, capital reorganizations, consolidations, mergers or similar transactions) from ZKB Pharma Vision AG (including its Affiliates and Associates) (the “ZKB Acquisition”) that ZKB Pharma Vision AG (including its Affiliates and Associates) beneficially owns as of May 21, 2003.
Examples of Excluded Stockholder in a sentence
Any prospective Settlement Class Member who timely and validly requests exclusion from the Settlement Class and Settlement shall be excluded from the Settlement Class and the Settlement as an Excluded Stockholder.
Not fewer than fifteen (15) days prior to the consummation of any Issuance, a written notice (the “Participation Notice”) shall be given by the Company pursuant to Section 20 to each Stockholder who holds at least 5% of the then-outstanding shares of Common Stock (determined on a fully-diluted basis) outstanding as of such date and is not an Excluded Stockholder (each an “Eligible Stockholder”).
With respect to MCC common stock held of record by Cede, the Settlement Administrator will cause that portion of the Net Settlement Amount to be allocated to the ultimate beneficial owner of any shares of MCC common stock at the Closing (the “Eligible Beneficial Owners,” provided, however, that no Excluded Stockholder may be an Eligible Beneficial Owner), who held their shares through DTC Participants to be paid to DTC.
You will only receive a payment if you were a Class Member and are not an Excluded Stockholder.
Any Management Stockholder, other than an Excluded Stockholder, may Transfer up to 20% of his or her Shares to another then current Management Stockholder.
More Definitions of Excluded Stockholder
Excluded Stockholder has the meaning set forth in Section 2.02(c).
Excluded Stockholder means (i) the estate of Mark Hughes, (ii) the Mark Hughes Family Trust, a living trust which became irrevocable upon the death of Mark Hughes on May 21,
Excluded Stockholder means (i) the estate of Mark Hughes, (ii) the Mark Hughes Family Trust, a living trust which became irrevocable upon the death of Mark Hughes on May 21, 2000 and/or (iii) any persons or entities who receive distributions of securities of the Company from the foregoing estate or trust without the payment of any consideration.
Excluded Stockholder means JGD Management Corp., a Delaware corporation (“JGD”); HFR ED Select Fund IV Master Trust, a trust organized under the laws of Bermuda; Lyxor/York Fund Limited, a limited company organized under the laws of Jersey, Channel Islands; Permal York Limited, a limited company organized under the laws of the British Virgin Islands; York Capital Management, L.P., a Delaware limited partnership; York Investment Limited, a corporation organized under the laws of the Commonwealth of The Bahamas; York Select, L.P., a Delaware limited partnership; York Credit Opportunities Fund, L.P., a Delaware limited partnership; York Credit Opportunities Unit Trust, a trust organized under the laws of the Cayman Islands; York Select Unit Trust, a trust organized under the laws of the Cayman Islands; York Global Value Partners, L.P., a Delaware limited partnership; York Enhanced Strategies Fund, LLC, a Delaware limited liability company, York Long Enhanced Fund, L.P., a Delaware limited partnership, and funds and accounts managed by JGD that hold any Company securities and the respective Affiliates and Associates of any of the foregoing (collectively, the “York Group”); provided, however, that, except as otherwise provided in the definition of “Acquiring Person,” none of the members of the York Group shall be an Excluded Stockholder if members of the York Group, individually or collectively, become the Beneficial Owner of 20% or more of the outstanding Common Shares without the prior written consent of the Company.
Excluded Stockholder means Defendants in this Action and any person or entity related to or affiliated with any Defendant listed in Exhibit C hereto.
Excluded Stockholder means Xxxxx X. Xxxxx (including his Associates); PROVIDED, HOWEVER, that Xxxxx X. Xxxxx (including his Associates) shall not be an Excluded Stockholder if Xxxxx X. Xxxxx (including his Associates) becomes the Beneficial Owner of more than 20% of the outstanding Common Shares without the prior approval of the Board of Directors.
Excluded Stockholder means Baxtxx Xxxlthcare Corporation, a Delaware corporation ("Baxter") (including its Affiliates and Associates); provided, however, that Baxter (including its Affiliates and Associates) shall not be an Excluded Stockholder if Baxter (including its Affiliates and Associates) becomes without the prior approval of the Board of Directors of the Company the Beneficial Owner of more than the Permissible Baxter Amount. For purposes of this Agreement, the "Permissible Baxter Amount" shall mean an amount equal to 20.1% of the Common Shares then outstanding excluding for this purpose any and all Common Shares deemed to be owned through Baxtxx'x xxxership of Series A Preferred Stock of the Company as a result of the transactions contemplated by that certain Series A Preferred Stock Purchase Agreement dated June 30, 1998 and Series B Preferred Stock of the Company as a result of the transactions contemplated by that certain Series B Preferred Stock Purchase Agreement between Baxter and the Company dated June 30, 1998.