Participation Stockholder definition

Participation Stockholder shall have the meaning set forth in Section 8.1(b).
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Participation Stockholder has the meaning assigned to such term in Section 3.07(a).
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Participation Stockholder means (i) with respect to each Post-Closing Issuance set forth in clause (i) of such definition, each Sponsor Stockholder and (ii) with respect to each Post-Closing Issuance set forth in clause (ii) of such definition, each Sponsor Stockholder other than the H&F Investors.
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Examples of Participation Stockholder in a sentence

  • In the event a Participation Stockholder breaches its obligation to purchase such Securities after delivering a Participation Commitment, such Participation Stockholder shall be deemed to have waived all of such holder’s rights under this Section 8.1 with respect to such Preemptive Issuance and all future Preemptive Issuances.

  • Within twenty (20) Business Days after delivery of the Participation Notice, each Participation Stockholder desiring to accept the offer pursuant to Section 8.1(b)(ii) shall send an irrevocable commitment (each a “Participation Commitment”) to the Company specifying the amount or proportion of Securities which such Participation Stockholder desires to be issued up to such Participation Stockholder’s Participation Portion (each a “Participating Buyer”).

  • A Participation Stockholder’s pro rata portion, for purposes of this Section 3.07, is equal to the product of (i) a fraction, the numerator of which is the number of outstanding shares of Voting Stock which such Participation Stockholder then owns and the denominator of which is the total number of outstanding shares of Voting Stock then held by the Participation Stockholders, in the aggregate, multiplied by (ii) the number of New Securities the Company proposes to sell or issue.

  • Each Participation Stockholder that does not accept such offer (or accepts such offer in an amount or proportion less than the Participation Portion) shall be deemed to have waived all of its rights under this Section 8.1 with respect to the Preemptive Issuance specified in the Participation Notice (or in respect of the amount or portion of the Participation Portion as to which such Stockholder did not accept the offer).

  • At any Participation Closing, each Accepting Participation Stockholder shall be delivered the certificates or other instruments evidencing the Participation Securities to be issued to such Accepting Participation Stockholder, registered in the name of such Accepting Participation Stockholder or such holder’s designated nominee, free and clear of all Encumbrances, with any transfer tax stamps affixed, against delivery by such Accepting Participation Stockholder of the applicable consideration.

  • The acceptance of each Accepting Participation Stockholder shall be irrevocable except as hereinafter provided, and each such Accepting Participation Stockholder shall be bound and obligated to acquire in the Post-Closing Issuance on the same terms and conditions and at the same price per unit with respect to the Participation Securities as such Accepting Participation Stockholder shall have specified in such Accepting Participation Stockholder’s written commitment.

  • Without limiting the generality of the foregoing, each such Accepting Participation Stockholder agrees to execute and deliver such subscription and other agreements specified by the Company to which the Prospective Subscriber will be party.

  • The closing of a Post-Closing Issuance pursuant to this Section 6.1 (the “Participation Closing”) shall take place on (i) the proposed date of the Post-Closing Issuance, if any, set forth in the Participation Notice, (ii) if no proposed closing date was required to be specified in the Participation Notice, at such time as the Company shall specify by notice to each Accepting Participation Stockholder and (iii) at such place as the Company shall specify by notice to each Accepting Participation Stockholder.

Related to Participation Stockholder

  • 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.

  • 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).

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

  • 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.

  • 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.

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

  • 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.

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

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

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

  • Major Stockholder means any such Person.

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

  • Company Shareholder means a holder of Company Shares.

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

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

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

  • 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.

  • 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).

  • Designated Holder means the Holder of Note A-1.

  • Parent Stockholders means the holders of Parent Common Stock.

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

  • Management Stockholder shall have the meaning set forth in the introductory paragraph.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • 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).