Material Stockholder definition

Material Stockholder means any Stockholder, or group of Stockholders acting together, holding as of the date hereof more than 2% of the Company Capital Stock on a fully diluted basis.
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Material Stockholder as of any given date, means, to the knowledge of the Company, any stockholder of the Company that, together with any such stockholder’s affiliates, holds Common Stock, Options and/or Convertible Securities (as defined below), which in the aggregate represent at least 5% of the outstanding Common Stock of the Company (as determined on an as-converted basis).
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Material Stockholder means any Person and its Affiliates that collectively beneficially own Stock or Stock Equivalents of a Loan Party in excess of 10% of all such outstanding Stock (on a fully diluted basis).
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Examples of Material Stockholder in a sentence

  • BIL Securities and Xxxxx collectively shall be considered a Material Stockholder entitled to nominate one (1) director for election to the Company's Board of Directors for so long as BIL Securities and Xxxxx collectively beneficially own 5.0% or more of the Company's outstanding Common Stock following the consummation of the Public Offering.

  • Xxxxxx shall be considered a Material Stockholder entitled to nominate one (1) director for election to the Company's Board of Directors for so long as Xxxxxx beneficially owns less than 9.9% but 5.0% or more of the Company's outstanding Common Stock following the consummation of the Public Offering.

  • The applicable Material Stockholder or the Company, as the case may be, shall keep Ticketmaster informed, on a current basis, of any material changes in the status and any material changes or modifications in the material terms of any such proposal, offer, indication or request (including any change to the purchase price contained therein).

  • The execution, delivery and performance of this Agreement and all other Transaction Documents to be executed and delivered by each Material Stockholder pursuant hereto, and the performance by such Material Stockholder of the Transactions contemplated to be performed by such Material Stockholder have been duly authorized by all necessary corporate and stockholder action of the Material Stockholder, if applicable.

  • Each Material Stockholder (other than natural Persons) has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party, or specified to be one, and the performance of the transactions contemplated hereby and thereby.

  • For purposes of this Agreement, "Material Stockholder" means (a) Xxxx Xxxxxxx and -------------------- each other Person or "group" of Persons (within the meaning of Section 13(d)(3) of the Exchange Act) who owns beneficially (as defined in Rule 13d-3 under the Exchange Act) five percent (5%) or more of the outstanding Common Stock of the Company and who has filed a report on Schedule 13D or Schedule 13G with the SEC with respect thereto.

  • The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Material Stockholder shall not terminate such appointment or the authority and agency of the Stockholders’ Representative.

  • The Common Stock, Preferred Stock, Company Options and/or Company Warrants set forth opposite such Material Stockholder’s name on Exhibit A attached represent all of the shares of Common Stock, Preferred Stock, Company Options and/or Company Warrants owned by such Material Stockholder.

  • For the purpose of this Agreement, a "Material Stockholder" as of any given date, means, to the knowledge of the Company, any stockholder of the Company that, together with any such stockholder's affiliates, holds Common Stock, Options and/or Equity/Convertible Securities (as defined below), which in the aggregate represent at least 5% of the outstanding Common Stock of the Company (as determined on an as-converted basis).

  • Such Material Stockholder is the sole record owner of the shares of Common Stock, Preferred Stock, Company Options and/or Company Warrants set forth opposite such Stockholder’s name on Exhibit A attached hereto free and clear of any Encumbrances.


More Definitions of Material Stockholder

Material Stockholder means any Person that owns more than 5% of the outstanding equity securities of the Company.
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Material Stockholder means (a) Xxxx Xxxxxxx and -------------------- each other Person or "group" of Persons (within the meaning of Section 13(d)(3) of the Exchange Act) who owns beneficially (as defined in Rule 13d-3 under the Exchange Act) five percent (5%) or more of the outstanding Common Stock of the Company and who has filed a report on Schedule 13D or Schedule 13G with the SEC with respect thereto.
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Related to Material Stockholder

  • Substantial Stockholder means any Participant who at the time of grant owns directly or is deemed to own by reason of the attribution rules set forth in Section 424(d) of the Code, Shares possessing more than 10% of the total combined voting power of all classes of stock of HSI.

  • Initial Stockholder means any beneficial owner of the Company’s unregistered securities.

  • 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.

  • substantial shareholder means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • Significant Shareholder means a person or company that has beneficial ownership of, or control or direction over, whether direct or indirect, or a combination of beneficial ownership of, and control or direction over, whether direct or indirect, securities of an issuer carrying more than 10 per cent of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution;

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Major Stockholder means any such Person.

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Company Shareholder means a holder of Company Shares.

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Shareholder means a person who owns shares in the company and is actively involved in the management of the enterprise or business and exercises control over the enterprise.

  • Founder means, in respect of an issuer, a person who,

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

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Stockholder means, with respect to any Person, each holder of Stock of such Person.

  • Initial Stockholders means the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement Warrants” shall mean the warrants to purchase up to 5,250,000 shares of Common Stock of the Company (or 5,700,000 shares of Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $5,250,000 in the aggregate (or $5,700,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • 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).

  • Preferred Shareholder means any holder of Preferred Shares.

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • 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.

  • Constituent Holder means any stockholder, collective investment fund included within a Qualifying Fund (as defined in paragraph (E) below) or beneficial holder whose stock ownership is counted for the purposes of qualifying as holding the Proxy Access Request Required Shares (as defined in paragraph (E) below) or qualifying as an Eligible Stockholder (as defined in paragraph (E) below);