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 Section 6(a).
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Examples of Offeree Stockholders in a sentence

  • In the event that the Offeree Stockholders elect to purchase any of the Subject Securities, the Offeree Stockholders shall so notify the Selling Stockholder within ten (10) Business Days (the “Option Period”) after the receipt by such party of the Sale Notice.

  • If the compensation offered by the Proposed Transferee has an in-kind component, then the Offering Stockholder shall submit an appraisal of the cash value of such in-kind component (which may be prepared by the Offering Stockholder or by a third party, at the Offering Stockholder's election) to the Offeree Stockholders with the Offer Notice.

  • If the Offeree Stockholders, or any of them, desire to obtain an independent appraisal of the cash value of the in-kind component, such Offeree Stockholders may do so at their expense (to be shared pro rata among such Offeree Stockholders), and, except as set forth in the next sentence, the Acceptance Period shall run from the date such independent appraisal is rendered (which date shall not be more than 30 calendar days after the date of the Offer Notice).

  • Notwithstanding the fact that the compensation offered by the Proposed Transferee has an in-kind component (as discussed below), all purchases of Offered Securities by the Offeree Stockholders shall be made in cash, by certified check or wire transfer of immediately available funds.

  • If all of the Offered Securities have been subscribed by a Notice(s) of Acceptance by the Acceptance Date, then the Offeree Stockholders who have so accepted the Offer shall have 30 calendar days after the Acceptance Date in which to consummate the purchase (the "Closing Period").

  • 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.

  • Under no circumstance shall any Offering Stockholder be required to consummate a sale to any Offeree Stockholder unless and until all Offered Securities have been subscribed by a Notice(s) of Acceptance from one or more Offeree Stockholders which are able to consummate their respective purchases within the Closing Period, or any permitted extension thereof.

  • 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.

  • 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.


More Definitions of Offeree Stockholders

Offeree Stockholders has the meaning set forth in (S)3.3(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 out in Section 6.1; and

  • 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 together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • Public Stockholders means 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 shall be deposited; and (viii) “Transfer” shall mean the (a) sale 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).

  • 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 has the meaning given to such term in the Preamble to this Agreement;

  • Major Stockholder means any such Person.

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;