Leucadia Group definition

Leucadia Group means the Stockholder and its Affiliates and any other stockholder of the Company who has formed a “group” with the Stockholder within the meaning of the Exchange Act with respect to shares of Common Stock of the Company.
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Leucadia Group means Leucadia and each of its direct and indirect Subsidiaries, expressly excluding the Crimson Group.
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Leucadia Group means the Stockholder and its Affiliates and any other stockholder of the Company who has formed a “group” with the Stockholder within the meaning of the Exchange Act with respect to shares of Common Stock of the Company. “Organizational Documents” means, with respect to any Person (other than an individual), (a) the certificate or articles of association, incorporation or organization or limited partnership or limited liability company, and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all bylaws, voting agreements, agreements among holders of equity interests and similar documents, instruments or agreements, in each case, relating to the organization or governance of such Person, in each case, as amended or supplemented. “Outstanding Voting Securities” means, as of the date and time of determination, all shares of Common Stock and other voting securities of the Company then issued and outstanding. “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. “Public Voting Securities” means, as of the date and time of determination, the number of voting securities of the Company equal to the Outstanding Voting Securities minus the Subject Shares. “Subject Shares” means (a) the Existing Shares, (b) the New Shares to the extent then issued and (c) any other capital stock or equity securities of the Company issued or issuable directly or indirectly with respect to the securities referred to in clause (a) and (b) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise acquired of record or beneficially. Notwithstanding the foregoing, any Subject Shares Transferred pursuant to Section 6(a)(i), 6(a)(iv) or 6(a)(v) shall no longer be subject to the terms of this Agreement and shall no longer be Subject Shares hereunder. 9.
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Examples of Leucadia Group in a sentence

  • This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earlier to occur of (i) the consummation of a Change of Control of the Company and (ii) such time as the Leucadia Group ceases to own at least 10% of the Outstanding Voting Securities.

  • Nothing herein shall be deemed to restrict the access of any member of the Leucadia Group to any such documents or objects or to impose any liability on any member of the Leucadia Group if any such documents or objects are not maintained or preserved by Leucadia.

  • The Leucadia Group and the Crimson Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Confidential Information and Shared Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care.

  • Leucadia shall not, and shall not permit any member of the Leucadia Group, to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of indemnification against Crimson or any member of the Crimson Group, or any other Person released pursuant to Section 5.1(b), with respect to any liabilities released pursuant to Section 5.1(b).

  • The Seller Parties shall terminate, or procure the termination by other Members of the Leucadia Group (as applicable), of any Related Party Contracts specified by Inmet other than the Leucadia Loan, with the result that all such contracts are terminated on or prior to the Closing Date.

  • The Seller Parties shall advise the shareholders, directors, officer, employees, agents, advisors and other representatives of the Members of the Leucadia Group who possess Confidential Information of the obligation to keep such Confidential Information confidential.

  • Leucadia shall advise the shareholders, directors, officer, employees, agents, advisors and other representatives of the Members of the Leucadia Group who possess Confidential Information of the obligation to keep such Confidential Information confidential.

  • We reiterate our belief that the all-cash transaction provided for in our merger agreement remains superior to the revised proposal made by the Leucadia Group on March 19, 2004 (the “Leucadia Proposal”).

  • Notwithstanding anything else in this Support Agreement, in the event of a termination of this Support Agreement other than as a result of a Company Termination Event pursuant to Section 2.2(b), Leucadia, Group Lender and Group shall have the right to withdraw any consent, tender, agreement or vote in support of the Restructuring and its agreement not to object in its sole and absolute discretion and the Company Parties agree that they shall not oppose such withdrawal or revocation.

  • No. 23-011 Appearances:Application of a STUDENT WITH A DISABILITY, by his parents, for review of a determination of a hearing officer relating to the provision of educational services by the New York City Department of EducationOkin Barney, P.C., attorneys for petitioners, by Jaclyn Okin Barney, Esq.

Related to Leucadia Group

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Brookfield Group means Brookfield and any Affiliates of Brookfield, other than any member of the BREP Group;

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

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • MNE Group means any Group that (i) includes two or more enterprises the tax residences of which are in different jurisdictions, or includes an enterprise that is resident for tax purposes in one jurisdiction and is subject to tax with respect to the business carried out through a permanent establishment in another jurisdiction, and (ii) is not an Excluded MNE Group;

  • Constellation has the meaning assigned to that term in the Recitals.

  • Comcast means Comcast Corporation, a Pennsylvania corporation.

  • Founding Companies has the meaning set forth in the third recital of this Agreement.

  • BTCo means Bankers Trust Company, in its individual capacity, and any successor corporation thereto by merger, consolidation or otherwise.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

  • Holdco has the meaning set forth in the Preamble.

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • MergerSub has the meaning set forth in the preamble hereto.

  • Atlas means Automated Transportation Logistics Activity System. ATLAS is a computerized information system to which all Shippers have access upon request. ATLAS enables Shippers to nominate and release product and to monitor and coordinate the movement of Petroleum Products while on Carrier's system.

  • Parent Entities means, collectively, Parent and all Parent Subsidiaries.

  • CPET means the UK Government’s Central Point of Expertise on Timber.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Natural parent means a minor's biological or adoptive parent, and includes the minor's noncustodial parent.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Distributor / Distribution Company means Company(ies), Firm(s), Sole Proprietorship concern(s), individual(s), Banks or any other Financial Institution appointed by the Management Company under intimation to the Trustee for performing any or all of the Distribution Functions and who are registered with MUFAP as Registered Service Providers. The Management Company may itself also performs the Distribution Function.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • HHI ’ means the Herfindahl-Hirschman Index, a commonly accepted measure of market concentration. It is calculated by squaring the market share of each firm competing in the market and then summing the resulting numbers. For example, for a market consisting of four firms with shares of thirty, thirty, twenty, and twenty percent, the HHI is 2600 (302 + 302 + 202 + 202 = 2600).

  • Parent Group has the meaning set forth in Section 8.03(c).