MD Stockholders definition

MD Stockholders has the meaning ascribed to such term in the Preamble.

MD Stockholders means, collectively, MD and the SLD Trust, together with their respective Permitted Transferees that acquire Common Stock.

MD Stockholders means MD and the Dell Trust.

Examples of MD Stockholders in a sentence

• In the case of any other stockholder (other than the MD Stockholders or the MSD Partners Stockholders) that is a partnership, limited liability company or other entity, (A) any of its controlled Affiliates (other than portfolio companies) or (B) an affiliated private equity fund of such stockholder that remains such an Affiliate or affiliated private equity fund of such stockholder.

• In connection with any proposed transaction contemplated by Section 5.7(a), each Stockholder shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company and the other Stockholders, including taking all actions reasonably requested by the Company or the MD Stockholders and executing and delivering all agreements, instruments and documents as may be reasonably required in order to consummate any such proposed transaction contemplated by Section 5.7(a).

• In the event that any MD Director Nominee shall cease to serve as a director for any reason (other than the reduction in the right to nominate pursuant to Section 3.1(c)(i)), the MD Stockholders shall have the right to nominate another MD Director Nominee to fill the vacancy resulting therefrom.

• Notwithstanding the foregoing, the MD Stockholders (for so long as the MD Stockholders collectively beneficially own at least 5% of the total voting power for the regular election of directors of all outstanding voting equity securities of the Company) shall have the right to nominate at least one individual for election to the Board.

• For the avoidance of doubt, it is understood that the failure of the stockholders of the Company to elect any MD Director Nominee shall not affect the right of the MD Stockholders to nominate any MD Director Nominee for election pursuant to Section 3.1(c)(i) in connection with any future election of directors of the Company.

• Subject to Section 8.17(c), all DTI Securities held or acquired by the MD Stockholders and their Affiliates and Permitted Transferees shall be aggregated for the purpose of determining the availability of any rights under and application of any limitations under this Agreement, and each such Stockholder and its Affiliates may apportion such rights as among themselves in any manner they deem appropriate.

• The provisions of this Section 5.2, to the extent that they restrict the duties and liabilities of the MD Stockholders or any MD Director Nominee otherwise existing at law or in equity, are agreed by the Company, the Specified Subsidiaries and each of the Stockholders to replace such other duties and liabilities of the MD Stockholders or any MD Director Nominee to the fullest extent permitted by applicable law.

• From time to time, at the reasonable request of the MD Stockholders and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or appropriate to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

• Dell: Xxxxx Xxxxxxxxx Dell Separate Property Trust: MD Stockholders Total: [ ] [ ] [ ] MSD Partners Stockholders: MSD Partners, L.P. 000 Xxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attention: Xxxx X.

• Notwithstanding anything in this Agreement to the contrary (but without limiting the restrictions on transfer contained in ARTICLE IV), the MD Stockholders may assign or transfer their rights under this Agreement solely in connection with, and subject to the consummation of, a Qualified Sale Transaction.

More Definitions of MD Stockholders

MD Stockholders means MD and the SLD Trust, together with their respective Permitted Transferees that acquire Common Stock pursuant to the terms of the MD Stockholders Agreement.

MD Stockholders has the meaning set forth in the Registration Rights Agreement.

MD Stockholders means Michael S. Dell and Susan Lieberman Dell Separate Property Trust and any person to whom either of them would be permitted to transfer any equity securities of Dell Technologies under the Dell Technologies Certificate.

MD Stockholders means MD and SLD Trust together and with respective Permitted Transferees that acquire Common

MD Stockholders has the meaning ascribed to such term in the Preamble. “MD Subscription Agreement” has the meaning ascribed to such term in the Recitals.

MD Stockholders refers to Xxxxxxx X. Xxxx and the Xxxxx Xxxxxxxxx Dell Separate Property Trust and any person to whom either of them would be permitted to transfer any equity securities of Denali under the Denali certificate; • “merger” refers to the merger of Merger Sub with and into EMC, as a result of which the separate corporate existence of Merger Sub will cease, and EMC will continue as a wholly owned subsidiary of Denali; • “merger agreement” refers to the Agreement and Plan of Merger, dated as of October 12, 2015, as amended by the amendment and as it may be amended from time to time, among Xxxxxx, Dell, Merger Sub and EMC, a composite copy of which, incorporating the text of the amendment into the initial agreement, is attached as Annex A to this proxy statement/prospectus; • “merger consideration” refers to the consideration, per share of EMC common stock, to be received by EMC shareholders in the merger, consisting of: • $24.05 in cash, without interest, and • a number of shares of validly issued, fully paid and non-assessable shares of Class V Common Stock equal to the quotient (rounded to the nearest five decimal points) obtained by dividing (1) 222,966,450 by (2) the aggregate number of shares of EMC common stock issued and outstanding immediately prior to the effective time of the merger, plus cash in lieu of any fractional shares; • “Merger Sub” refers to Universal Acquisition Co., a Delaware corporation and wholly owned subsidiary of Denali; • “Xxxxxx Xxxxxxx” refers to Xxxxxx Xxxxxxx & Co. LLC;