Initiating Stockholder definition

Initiating Stockholder has the meaning given such term in Section 5.02(a).

Initiating Stockholder shall have the meaning set forth in Section 2.4(a). "JWC Equity Partners" shall mean X.X. Childs Equity Partners, L.P., a Delaware limited partnership. "JWC Holders" shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include Permitted Transferees of the JWC Holders and other transferees of the JWC Holders unless immediately prior to such Transfer such transferee was a Management Holder. "JWC Inc." shall mean X.X. Childs Associates, Inc., a Delaware corporation. "JWC Representative" shall have the meaning set forth in Section 4.8. "Management Holders" shall have the meaning set forth in the preamble preceding the Recitals to this Agreement and shall also include (a) any director, officer or management employee of the Company or any of its Subsidiaries (other than JWC Holders) who, with the written consent of the Company and the JWC Representative, hereafter becomes a party to this Agreement and (b) Permitted Transferees of the Management Holders, unless immediately prior to such Transfer such transferee was a JWC Holder. "Non-Initiating Management Holders" shall have the meaning set forth in Section 2.3(c). "Participating Notice" shall have the meaning set forth in Section 2.4(a). "Participating Offerees" shall have the meaning set forth in Section 2.4(a). "Participating Securities" shall have the meaning set forth in Section 2.4(a). "Permitted Transfer" shall mean: (a) a Transfer of any Subject Securities between any JWC Holder or Management Holder who is a natural person and such Stockholder's spouse, children, parents or siblings (whether natural, step or by adoption) or to a trust solely for the benefit of one or more of any of such Persons; provided that with respect to any such Transfer, the Stockholder retains, as trustee or by some other means, the sole authority to vote such Subject Securities (including any Common Stock that may be acquired pursuant to any Vested Options); (b) a Transfer of Subject Securities by a JWC Holder to JWC Inc. or to an officer, employee or consultant of JWC Inc. or to a corporation or to a partnership (or other entity for collective investment, such as a fund) which is (and continues to be) controlled by, controlling or under common control with JWC Inc.; (c) a Transfer of Subject Securities (i) by a Management Holder to another Management Holder or (ii) from a JWC Holder to another JWC Holder; (d) a Transfer of Subject Securities between any Stockholder who is a natu...

Initiating Stockholder has the meaning assigned to such term in Section 3.05(a).

Examples of Initiating Stockholder in a sentence

• Any Stockholder with an intent to Trade any Registered Common Stock (each, an “ Initiating Stockholder ”) shall provide the Company and the other Stockholders with at least two (2) full business days’ prior written notice (the “ Trade Proposal ”) of such Initiating Stockholder’s intent to Trade such Registered Common Stock; provided , however , that no such prior written notice is required for an Exempt Trade (as defined in Section 1.3(a) ).

• Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents proposed to be transferred (the "Participation Securities") by the Initiating Stockholder, the purchase price per share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated.

• The amount of Participation Securities to be sold by any Initiating Stockholder shall be reduced to the extent necessary to provide for such sales of Subject Securities by Participating Offerees.

• If the Company shall withdraw any Demand Registration pursuant to Section 5.05 before the end of such 180 day period and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Initiating Stockholder shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Article V.

• In such event or in the case of an Underwritten Shelf Takedown, the lead underwriter to administer the offering shall be chosen by the Initiating Stockholder, subject to the prior written consent, not to be unreasonably withheld or delayed, of the Company.

More Definitions of Initiating Stockholder

Initiating Stockholder shall have the meaning set forth in Section 2.3(a).

Initiating Stockholder shall have the meaning set forth in Section 2.2.

Initiating Stockholder has the meaning set forth in Section 3C(i).

Initiating Stockholder as defined in Section 2.4.

Initiating Stockholder shall have the meaning set forth in Section 2.4(a).

Initiating Stockholder shall have the meaning set forth in Section 4(a).

Initiating Stockholder means the Stockholder or Stockholders that initiate a Demand Registration.