Qualified Stock Purchaser definition

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Qualified Stock Purchaser means a Person that (a) FT and DT reasonably believe has the legal and financial ability to purchase shares of Class A Stock from the Company in accordance with Article VI of this Agreement or to purchase shares in accordance with Section 2.2 of the Standstill Agreement and (b) would not be a Major Competitor of the Company or of the Joint Venture immediately following such purchase.

Qualified Stock Purchaser means a Person that (a) FT and DT reasonably believe has the legal and financial ability to purchase shares of Class A Stock from this Corporation in accordance with Article VI of the Stockholders' Agreement and (b)would not be a Major Competitor of this Corporation or of the Joint Venture immediately following such purchase. "Qualified Stock Purchaser Standstill Agreement" has the meaning set forth in the Standstill Agreement. "Qualified Subsidiary" has the meaning set forth in the Investment Agreement. "Qualified Subsidiary Standstill Agreement" has the meaning set forth in the Investment Agreement. "Recapitalization" means the reclassification of, among other things, certain outstanding shares of Sprint capital stock to be effected pursuant to the terms set forth in the Restructuring Agreement and the FT/DT Restructuring Agreement. "Redemption Date" means the date fixed by the Board of Directors for the redemption of (i) any shares of capital stock of this Corporation pursuant to ARTICLE SIXTH, Section 2.2 or (ii) shares of PCS Stock as shall be set forth in the notice to holders of shares of PCS Stock and to holders of any Convertible Securities that are convertible into or exchangeable or exercisable for shares of PCS Stock required pursuant to ARTICLE SIXTH, Section 7.4. "Redemption Securities" means any debt or equity securities of this Corporation, any of its Subsidiaries, or any combination thereof having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price pursuant to Section 2.2(b) of ARTICLE SIXTH of these Articles of Incorporation, in the opinion of an investment banking firm of recognized national standing selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to this Corporation), have a Market Price, at the time notice of redemption is given pursuant to Section 2.2(d) of ARTICLE SIXTH of these Articles of Incorporation, at least equal to the redemption price required to be paid by such Section 2.2(a). "Reduced Par Value Amount" means, at any time and only with respect to either the Old Class A Common Stock or the Class A Common Stock--Series DT following an issuance of FON Stock and/or PCS Stock in accordance with ARTICLE SIXTH, Sections 1.2(c) or (d), the amount resulting from (X - Y) / Z, where "X" equals Z times the par value per share of either the Old Class A Common Stock...

Examples of Qualified Stock Purchaser in a sentence

Upon the Transfer of any shares of Class A Stock to a Qualified Subsidiary or Qualified Stock Purchaser in accordance with the terms of the Stockholders' Agreement, such Qualified Subsidiary or Qualified Stock Purchaser shall become a party to this Agreement by agreeing in writing to be bound by the terms and conditions of this Agreement.
If at any time the parties are permitted pursuant to the Relevant Documents to assign their rights to purchase shares to a Qualified Stock Purchaser, then the parties shall confer promptly to decide whether to assign such rights, and shall make reasonable efforts to agree on a single Qualified Stock Purchaser to act jointly for both of them.
Nothing in this Agreement shall be construed to alter in any manner whatsoever any rights or obligations of the Company, FT, DT, any Qualified Subsidiary or any Qualified Stock Purchaser contained in any other agreement among such Persons entered into concurrently herewith, including, but not limited to, the restrictions on transfer of shares of capital stock of the Company contained in Article II of the Stockholders' Agreement and the provisions of Section 7.5(a) of the Stockholders' Agreement.
If the parties cannot agree on such a single Qualified Stock Purchaser or on any of the material terms relating thereto, they may each proceed independently.
No party shall, without the prior written consent of the other party, assign (other than to its Qualified Subsidiaries or any Qualified Stock Purchaser or Qualified LD Purchaser, as the case may be) any right held by it to purchase shares of Class A Stock or other Voting Securities of the Company or any right held by it to purchase Specified Long Distance Assets.

More Definitions of Qualified Stock Purchaser

Qualified Stock Purchaser shall have the meaning set forth in Article I of the Stockholders' Agreement. "Qualified Stock Purchaser Standstill Agreement" shall mean a Standstill Agreement in form and substance satisfactory to Sprint, FT and DT. "Qualified Subsidiary" shall have the meaning set forth in Article I of the Investment Agreement. "Qualified Subsidiary Standstill Agreement" shall mean a Standstill Agreement in the form of Exhibit A. "Registration Rights Agreement" shall have the meaning set forth in Article I of the Investment Agreement. "Related Company" shall mean any Person not Controlled by FT or DT, but in which FT, DT and their respective Affiliates and Associates, individually or in the aggregate, directly or indirectly through one or more intermediaries, own securities entitling them to exercise in the aggregate more than 35 percent of the Voting Power of such Person. "SEC" shall mean the United States Securities and Exchange Commission. "Section 3(b)(v) Conversion" shall mean the conversion of all of the outstanding shares of Class A Preference Stock into Class A Common Stock or Common Stock pursuant to Section 3(b)(v) of the Class A Provisions. "Section 3(b)(v) Conversion Date" shall mean the date of the Section 3(b)(v)

Qualified Stock Purchaser shall have the meaning set forth in the Stockholders' Agreement.