Exempted Holder definition

Exempted Holder means (a) the Company or any majority-owned Subsidiary (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned Subsidiary); (b) any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust sponsored or maintained by the Company or any Subsidiary; or (c) any underwriter or placement agent temporarily holding securities pursuant to an offering of such securities. However, a Change in Control shall not be deemed to have occurred if a person's percentage interest increases over twenty percent (20%) solely as a result of a decrease in the outstanding stock because of an acquisition of securities by the Company; provided, however, that a "Change in Control" shall be deemed to have occurred on any subsequent acquisitions of the Company's common stock by that person (other than pursuant to a stock split, stock dividend, or similar transaction) at a time when that person beneficially owns twenty percent (20%) or more of the Company's outstanding common stock, or
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Exempted Holder means (a) the Company or any majority-owned Subsidiary (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned Subsidiary); (b) any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust sponsored or maintained by the Company or any Subsidiary; (c) any underwriter temporarily holding securities pursuant to an offering of such securities; or (d) Xxx Xxxxxx, Xxxxxx Xxxxxx or Xxx Xxxxxx, their immediate family members and family trusts or family-only partnerships and any charitable foundations, any entities in which they and their families beneficially own a majority of the voting interests, and any “group” (as described in Rule 13d-5(b)(i) under the Exchange Act) including them. However, a Change in Control shall not be deemed to have occurred if a person’s percentage interest increases over twenty (20%) solely as a result of a decrease in the outstanding stock because of an acquisition of securities by the Company; provided, however, that a “Change in Control” shall be deemed to have occurred on any subsequent acquisitions of the Company's Common Stock by that person (other than pursuant to a stock split, stock dividend, or similar transaction) at a time when that person beneficially owns twenty percent (20%) or more of the Company's outstanding Common Stock, or
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Exempted Holder means (a) the Company or any majority-owned Subsidiary (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned Subsidiary); (b) any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust sponsored or maintained by the Company or any Subsidiary; (c) any underwriter or placement agent temporarily holding securities pursuant to an offering of such securities; or (d) Xxx Xxxxxx, Xxxxxx Xxxxxx or Xxx Xxxxxx, their immediate family members and family trusts or family-only partnerships and any charitable foundations, any entities in which they and their families beneficially own a majority of the voting interests, and any "group" (as described in Rule 13d-5(b)(i) under the Exchange Act) including them. However, a Change in Control shall not be deemed to have occurred if a person's percentage interest increases over twenty percent (20%) solely as a result of a decrease in the outstanding stock because of an acquisition of securities by the Company; provided, however, that a "Change in Control" shall be deemed to have occurred on any subsequent acquisitions of the Company's common stock by that person (other than pursuant to a stock split, stock dividend, or similar transaction) at a time when that person beneficially owns twenty percent (20%) or more of the Company's outstanding common stock, or
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Examples of Exempted Holder in a sentence

  • The term "Excepted Holder Limit" means, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 6.2.7, and subject to adjustment pursuant to Section 6.2.7(d), the percentage limit established by the Board of Directors for such Exempted Holder pursuant to Section 6.2.7. Initial Date.

  • For the avoidance of doubt, if any Exempted Holder holds Series A Preferred Shares other than the Exempted Shares, such Exempted Holder shall be subject to the Special Mandatory Conversion with respect to the other Series A Preferred Shares held by such Exempted Holder.

  • The Company hereby (1) represents and warrants that as of the date hereof, the Company has granted waivers of Article IX of the Declaration to those Exempt Holders (other than Vornado) as set forth on Exhibit C hereto and (2) agrees to give written notice to Vornado thirty (30) days prior to granting a waiver of Article IX of the Declaration to any additional Exempted Holder.

  • The term "Excepted Holder Limit" shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 7.2.7, and subject to adjustment pursuant to Section 7.2.8, the percentage limit established by the Board of Directors for such Exempted Holder pursuant to Section 7.2.7. Initial Date.

  • On and after the Completion Date, provided the funds necessary for the redemption of the securities of an Eligible Holder (other than an Exempted Holder) have been lawfully set aside by the Corporation or otherwise held for the benefit of Eligible Holders (other than an Exempted Holder), separate and apart from the Corporation’s other funds, all such securities shall cease to be outstanding for purposes of quorum and voting.

  • For instance, the term “berkeley” appears in the messages with the IDs 1, 3, 5 and 8.

  • Emphasis of Matter As discussed in Note 1 to the financial statements, the total pension liability for TRSL was $35.2 billion at June 30, 2023.

  • The term "Excepted Holder Limit" shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 12.2.7, and subject to adjustment pursuant to Section 12.2.7(d), the percentage limit established by the Board of Directors for such Exempted Holder pursuant to Section 12.2.7. Initial Date.

  • On or prior to the Initial Closing, the Company Board of Directors shall adopt a resolution that, pursuant to Section 12.11 of the Company’s Certificate, the Purchaser and its subsidiaries are exempt from the ownership limit set forth in Article XII of the Company Charter (the “Ownership Limit”) and shall collectively be deemed the Exempted Holder (as defined in the Company Charter) with respect to forty (49%) of the outstanding Common Stock (the “Excepted Limit”).

  • The term “Excepted Holder Limit” shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 11.2.7, and subject to adjustment pursuant to Section 11.2.7(d), the percentage limit established by the Board of Directors for such Exempted Holder pursuant to Section 11.2.7. Initial Date.


More Definitions of Exempted Holder

Exempted Holder means any of the Persons described in the Company's Proxy Statement dated March 30, 2016 under the headings "Controlling Shareholder" and "Security Ownership" and the footnotes thereto.
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Exempted Holder means any of the Persons described in the Company's Proxy Statement dated April 7, 2016 under the headings "Controlling Stockholder" and "Security Ownership" and the footnotes thereto.
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Exempted Holder means Sprint Corporation, a Kansas corporation, Sprint Communications Company L.P., a Delaware limited partnership, and their respective Affiliates.
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Exempted Holder means (a) the Company or any majority-owned Subsidiary (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned Subsidiary); (b) any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust sponsored or maintained by the Company or any Subsidiary; (c) any underwriter or placement agent temporarily holding securities pursuant to an offering of such securities; or (d) Xxx Xxxxxx, Xxxxxx Xxxxxx or Xxx Xxxxxx, their immediate family members and family trusts or family-only partnerships and any charitable foundations, any entities in which they and their families beneficially own a majority of the voting interests, and any "group" (as described in Rule 13d-5(b)(i) under the Exchange Act) including them. However, a Change in Control shall not be deemed to have occurred if a person's percentage interest increases over twenty percent (20%) solely as a result of a decrease in the outstanding stock because of an acquisition of securities by the Company; provided, however, that a "Change in Control" shall be deemed to have occurred on any subsequent acquisitions of Stock by that person (other than pursuant to a stock split, stock dividend, or similar transaction) at a time when that person beneficially owns twenty percent (20%) or more of the outstanding Stock, or
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Exempted Holder means a person for whom the Board of Directors, in its sole discretion, has exempted from the Ownership Limit.
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Exempted Holder shall have the meaning set forth in Section 1(a)(ii) hereof.
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Related to Exempted Holder

  • Excepted Holder means a Stockholder for whom an Excepted Holder Limit is created by the Charter or by the Board pursuant to Section 5.9(ii)(g).

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Excluded Holder means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.

  • Restricted Holder means (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder's business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

  • Exempted Person means the Sponsor, its members and its affiliates, any of their respective direct or indirect transferees of at least 15% of the Corporation’s outstanding common stock and any “group” of which any such person is a part under Rule 13d-5 of the Exchange Act.

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

  • Exempt Investor means any of the following Irish Residents: (i) the Administrator, for so

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Disqualified Holder means any holder of shares of stock of the Corporation whose holding of such stock, either individually or when taken together with the holding of shares of stock of the Corporation by any other holders, may result, in the judgment of the Board of Directors, in the loss of, or the failure to secure the reinstatement of, any license or franchise from any governmental agency held by the Corporation or any of its subsidiaries to conduct any portion of the business of the Corporation or any of its subsidiaries.

  • Excepted Holder Limit means, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board pursuant to Section 5.9(ii)(g), and subject to adjustment pursuant to Section 5.9(ii)(h), the percentage limit established by the Board pursuant to Section 5.9(ii)(g).

  • Existing Holder means a Broker-Dealer, or any such other Person that may be permitted by the Trust, that is listed as the holder of record of APS in the Share Books.

  • Qualified Holder means any person who:

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

  • Targeted Holder means each holder of a right to receive interest or principal with respect to the Investor Certificates (or other interests in the Trust), other than certificates (or other such interests) with respect to which an opinion is rendered that such certificates (or other such interests) will be treated as debt for federal income tax purposes, and any holder of a right to receive any amount in respect of the Transferor Interest; provided, that any Person holding more than one interest each of which would cause such Person to be a Targeted Holder shall be treated as a single Targeted Holder.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

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

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

  • Acquiring Person shall have the meaning ascribed to such term in Section 4.5.

  • Permitted Holders means, at any time, each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the Capital Stock of the Issuer and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of the Issuer, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders specified in clauses (i) and (ii) above, holds more than 50% of the total voting power of the Voting Stock thereof and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any of the Permitted Holders specified in clauses (i) and (ii) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Issuer (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the Permitted Holders specified in clauses (i) and (ii) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

  • 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.

  • 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(a)(i) or 3(a)(ii) hereof.

  • Exempt Person means the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, and any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan.

  • Indemnified Holder As defined in Section 8(a) hereof.

  • Exempt Transfer means, in relation to shares held by a member:

  • Grandfathered Stockholder has the meaning set forth in Section 1.1.