Offeree Shareholder definition

Offeree Shareholder has the meaning given in Section 6(d)(ii).
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Offeree Shareholder shall have the meaning set forth in Section 4(a).
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Offeree Shareholder has the meaning ascribed to it in CLAUSE 8A.1;
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Examples of Offeree Shareholder in a sentence

  • Each Offeree Shareholder who shall exercise this option shall agree, by doing so, to purchase that proportionate part of the Selling Shareholder's Shares which the number of Shares owned by such Offeree Shareholder bears to the total number of Shares owned by all Offeree Shareholders (or in such other proportions as the Offeree Shareholders may agree among themselves).

  • Each Notice of Election and Company Notice shall recite that such Notice of Election or Company Notice, as the case may be, constitutes a binding obligation of the Offeree Shareholder or the Company, as the case may be, submitting same to purchase, upon the same terms and subject to the same conditions as the Third-Party Offer, up to the number of shares set forth in the Notice of Election or the Company Notice, as the case may be.

  • On receipt of the Notice with respect to such offer, the Offeree Shareholder shall have the exclusive right and option, but not the obligation (the "ROFR Option"), exercisable at any time during a period of fifteen (15) days from its receipt of the Notice to purchase all, but not less than all, of the Offered Shares at the same price and on the same terms and conditions of the offer as set out in the Notice.

  • At such closing, the Selling Shareholder shall sell and transfer its entire interest in the Company to the Offeree Shareholder free and clear of pledges, liens, security interests and other encumbrances other than pledges arising out of Company financing.

  • Each Offeree Shareholder who exercises this option agrees, by so doing, to purchase all or that portion of the Offered Shares which he specifies in his written notice of exercise.

  • If the Offeree Shareholder elects to exercise its ROFR Option, it shall so notify the Offering Shareholder in writing prior to the expiration of the fifteen (15)-day period stated above, and the sale and purchase of the Offered Shares shall be closed within fifteen (15) days thereafter.

  • The ROFO Notice shall constitute an irrevocable offer by the Offeror to sell to each Offeree Shareholder or such other Permitted Purchaser as an Offeree Shareholder may designate under Section 8.08 (a “Designee”) the Pro Rata Proportion of the Shares specified in the ROFO Notice (the “Offered Shares”) at the Stipulated Price and on the Stipulated Terms.

  • Failure by an Offeree Shareholder to so notify the Selling Shareholder of its election to accept the ROFR Offer during the applicable time period shall be deemed a waiver of its purchase rights in connection with such ROFR Offer, but shall not impair or prejudice any rights of such Offeree Shareholders under this Section 4.2 in the event that the provisions hereof again become applicable to a Transfer by the Selling Shareholder of any of the Company Shares referred to in the ROFR Notice.

  • If for whatever reason no such notice is delivered to the Transferring Shareholder by the Offeree Shareholders and/or Offeree Shareholder designates on or before such fifteenth day, the all cash alternative purchase price specified in the Offer Notice by the Transferring Shareholder shall be the all cash alternative purchase price.

  • The number of Offered Shares to be acquired by each Offeree Shareholder or Offeree Shareholder designate shall be determined as agreed to in writing prior to the delivery of the Acceptance Notice among the Offeree Shareholders and Offeree Shareholder designates electing to accept such Right of First Refusal Offer.


More Definitions of Offeree Shareholder

Offeree Shareholder has the meaning given in Section 10.1; “Ordinary Shares” means ordinary shares in the capital of the Company; “Outstanding Shares” means, as of the date of determination, the Shares that are then issued and paid up; “Participating Offeree Shareholders” has the meaning given in Section 10.2; “Participating Shareholders” has the meaning given in Section 8.3; “Party” means a party to this Agreement (including any Person that becomes a Party by way of execution of a Deed of Accession); “Payment-Related Agreement” has the meaning given in Section 7.9. “Permitted Transfer” means: (a) a Transfer of Shares to a Permitted Transferee; (b) the Transfer by the Founder of such aggregate number of Shares constituting not more than fifteen percent (15%) of the number of Outstanding Shares held by the Founder as of immediately after the consummation of the Transaction (as appropriately adjusted for share-splits, share dividends, reverse share-splits and other recapitalizations or reorganizations); provided, however, that no more than two percent (2%) of the Outstanding Shares held by the Founder as of immediately after the consummation of the Transaction (as appropriately adjusted for share-splits, share dividends, reverse share-splits and other recapitalizations or reorganizations) may be so Transferred under this clause “(b)” in any twelve (12) month period; and (c) any Transfer by the Founder to Wal-Mart in accordance with the terms of the Put Right Agreement entered into between the Founder and Wal-Mart in connection with the Transaction; “Permitted Transferee” means: (a) with respect to a Shareholder that is an Entity, any Entity that is an Affiliate of such Shareholder, provided that such transferee is not a Special Purpose Entity; and (b) with respect to the Founder, his spouse or children (all of the foregoing collectively referred to as “family members”), or any trustee of any family trust created for estate planning purposes and solely for the benefit of the Founder or any of his family members; “Person” means any natural person, firm, Entity, unincorporated organization, Governmental Authority, works council or employee representative body or other entity or organization of any nature whatsoever; “PFIC” has the meaning given in Section 7.2(b); “PFIC Investors” has the meaning given in Section 7.2(b); “Prohibited Transferee” means any: (a) Competitor; (b) Affiliate of a Competitor; and (c) Entity in which any Competitor or any Affiliate of a Competitor: (i) hold...
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Offeree Shareholder means a Shareholder which exercises the option granted by a Notice of Sale;
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Offeree Shareholder shall have the meaning ascribed to it in Section 2.4.1.
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Offeree Shareholder means a Shareholder entitled to receive an Offer.
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Related to Offeree Shareholder

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • 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).

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Major Shareholder means a shareholder who directly or indirectly holds 10% or more of the voting rights.

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • Offeree means an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

  • Company Shareholder means a holder of Company Shares.

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • 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).

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

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Controlling Shareholder means any shareholder owning more than fifty

  • Preferred Shareholder means any holder of Preferred Shares.

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Major Stockholder means any such Person.

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

  • Soliciting Shareholder means, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Ordinary Shareholder means a holder of ordinary shares;

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • Warrant Holder means the holder of a Call Warrant.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.