Offeree Stockholders definition

Offeree Stockholders shall have the meaning ascribed to it in Section 2.4.1.
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Offeree Stockholders has the meaning assigned to such term in Section 3.2(a).
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Offeree Stockholders has the meaning set forth in (S)3.3(a). --------------------
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Examples of Offeree Stockholders in a sentence

  • A sale to a Proposed Transferee pursuant to Section 2.4 shall only be consummated if the Proposed Transferee shall purchase, within 120 days of the date of the Sale Notice, concurrently with and on the same terms and conditions and at the same price as the Offer Shares, all of each Offeree Stockholder's Tag-Along Shares with respect to such sale, in accordance with their elections pursuant to Section 2.4.2 (the "Tag-Along Right").

  • Any Offered Securities not elected to be purchased by the end of the Holder Option Period will be re-offered for a five-day period by the Transferring Stockholder to the Offeree Stockholders who have elected to purchase their full pro-rata portion of the Offered Securities; if such Offeree Stockholders collectively subscribe for more than the available Offered Securities, such Offered Securities will be allocated on a pro-rata basis.

  • If any of the Offeree Stockholders gives an Acceptance Notice electing to exercise such right (an “Electing Stockholder”), it will sell to the Third Party Offeror all of its Shares in that Subject Company.

  • If one or more Offeree Stockholders gives the Transferring Stockholder notice that they desire to purchase Offered Securities, payment for such Offered Securities shall be in cash by certified check or wire transfer, against delivery of certificates representing such Offered Securities, at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than 30 Business Days after the Offeree Stockholders’ receipt of the Transfer Notice.

  • The Offeree Stockholders will have an option for a period of 20 Business Days from receipt of the Transfer Notice (the “Holder Option Period”) to elect to purchase all (but not less than all) of such Offeree Stockholder’s pro rata portion, calculated relative to the Capital Stock held by all Offeree Stockholders electing to purchase Offered Securities, at the same price and subject to the same material terms and conditions as described in the Transfer Notice (the “Holders’ Purchase Option”).

  • If the Offeree Stockholders as a group elect to purchase less than all of the Shares proposed to be Transferred by the Selling Stockholder, the Selling Stockholder will give notice of such fact to the Offeree Stockholders who elected to purchase Shares.

  • Each Offeree Stockholder who exercises this option shall agree, by doing so, to purchase that proportionate part of the remaining Offered Shares which the number of Shares owned by such Offeree Stockholder bears to the total number of Shares owned by all Offeree Stockholders (or in such other proportions as the Offeree Stockholders may agree among themselves).

  • Upon delivery of the Offering Notice, the offer made therein to the Offeree Stockholders shall be irrevocable unless and until the first offer rights provided for therein shall have been waived or shall have expired in accordance with this Agreement.

  • For a period of fifteen (15) days after such Offer to the Offeree Stockholders, the Offeree Stockholders shall have the option, exercisable by written notice to the Selling Stockholder with a copy to eVS and to each of the other Offeree Stockholders, to accept the Offer as to the remaining Offered Shares.

  • If the Offeree Stockholders do not exercise the Holders’ Purchase Option with respect to all of the Offered Securities, then all elections to purchase such Offered Securities shall be null and void and the Transferring Stockholder may Transfer the Offered Securities to the Proposed Transferee at the Offered Price or at a higher price as long as such Transfer is consummated within 75 days after the date of the Transfer Notice.


More Definitions of Offeree Stockholders

Offeree Stockholders has the meaning set forth in Section 6(a).
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Offeree Stockholders shall have the meaning set forth in Section 7(a).
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Related to Offeree Stockholders

  • 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.

  • 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).

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • 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.

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

  • 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.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • Parent Stockholders means the holders of Parent Common Stock.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • 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).

  • Common Stockholders means holders of shares of Common Stock.

  • 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.

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

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

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering;

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Offerees has the meaning set forth in Section 5.4(a).

  • 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).

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

  • Major Stockholder means any such Person.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.