Group of Stockholders definition

Group of Stockholders means a “group” of Stockholders, as such term would be interpreted under Section 13(d) of the Exchange Act.

Group of Stockholders means a group of persons: (i) bound by voting agreement (including, without limitation, any natural or legal person, investment fund, joint-ownership, securities portfolio, universality of rights, or other form of organization, resident, domiciled or headquartered in Brazil or abroad), either directly or through controlled companies, controlling companies or companies under common control; or (ii) among which there is a control relationship; or (iii) under common control; or (iv) acting representing a common interest. Examples of persons representing a common interest include: (a) a person holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of the other person; and (b) two persons having a third common investor that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of each of the two persons. Any joint ventures, investment funds or clubs, foundations, associations, trusts, joint-ownerships, cooperatives, consortiums, securities portfolios, universality of rights, or any other forms of organization or undertaking, appointed in Brazil or abroad, will be considered part of a same Group of Stockholders, whenever two or more among such entities are: (c) 36 administered or managed by the same legal entity or by parties related to the same legal entity; or (d) have in common the majority of their managers, provided that, in the case of investment funds with a common manager, only those whose decision on the exercise of votes in General Meetings, under the terms of the respective regulations, is the responsibility of the manager, on a discretionary basis, shall be considered as members of a Stockholders Group.

Group of Stockholders means (i) any “group” within the meaning of Rule 13d-5 under the Exchange Act, (ii) all Stockholders that are Affiliates other than by reason of their ownership of stock in the Company, (iii) the Preferred Stockholders and (iv) any other group of Stockholders acting in concert in connection with the actions contemplated hereby.

Examples of Group of Stockholders in a sentence

• No person may be a member of more than one group of Stockholders constituting an Eligible Stockholder with respect to any annual meeting.

• For the avoidance of doubt, if a group of Stockholders aggregates ownership of shares to satisfy the Required Ownership Percentage, all shares held by each Stockholder constituting their contribution to satisfy the Required Ownership Percentage must be held by that Stockholder continuously for at least three (3) years.

• Compliance by the requesting Stockholder or group of Stockholders with the requirements of this section and related provisions of these bylaws shall be determined in good faith by the Board, which determination shall be conclusive and binding on the corporation and the Stockholders.

• Special meetings of the Stockholders (each a “ Stockholder Requested Special Meeting”) shall also be called by the Secretary upon the written request of a Stockholder (or a group of Stockholders formed for the purpose of making such request) who or which has Net Long Beneficial Ownership (as defined below) of 25% or more of the outstanding shares of common stock of the corporation (the “Requisite Percent”) as of the date of submission of the request, subject to Section 2.3A(b) below.

• Only one Supporting Statement may be submitted by an Eligible Stockholder (including any group of Stockholders together constituting an Eligible Stockholder) in support of its Stockholder Nominee(s).

• The commitment fees for the Delayed Draw Term Commitments shall accrue at all times from the Closing Date until the Delayed Draw Term Commitment Expiration Date, and shall be due and payable quarterly in arrears on the last Business Day of each June and September, commencing with the first such date to occur after the Closing Date, on the Delayed Draw Term Commitment Expiration Date and upon any termination of the Delayed Draw Term Commitments.

• If a Director is elected by a voting group of Stockholders, only the Stockholders of that voting group may participate in the vote to remove such Director.

• The rights and obligations of a Stockholder or group of Stockholders under this Section 2 will terminate upon consummation of a Qualified Public Offering.

• For the avoidance of doubt, the provisions of Section 2.13 shall not apply to a special meeting of Stockholders, and the Corporation shall not be required to include a Director nominee of a Stockholder or group of Stockholders in the Corporation’s proxy statement or form of proxy or ballot for any special meeting of Stockholders.

• If pursuant to the Certificate of Incorporation a Director is elected by a voting group of Stockholders, only the Stockholders of the voting group may participate in the vote to remove such Director.

More Definitions of Group of Stockholders

Group of Stockholders means the group of people: (i) connected by contracts or agreements of vote of any nature, either directly or by means of controlled corporations, controlling corporations or under common control; or (ii) among which there is relation of control; or (iii) under common control;