Shareholder Holding Company definition

Shareholder Holding Company means, with respect to any Transferring Shareholder (i) an entity wholly-owned by such Transferring Shareholder that (A) is formed for the sole purpose of directly or indirectly acquiring Equity Securities, (B) has no substantial assets other than Equity Securities or (C) has direct or indirect interests in Equity Securities and (ii) with respect to GHK, a Subsidiary of Genting that holds Equity Securities.
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Shareholder Holding Company means, with respect to any Transferring Shareholder (i) an entity wholly-owned by such Transferring Shareholder that (A) is formed for the sole purpose of directly or indirectly acquiring Equity Securities, (B) has no substantial assets other than Equity Securities or (C) has direct or indirect interests in Equity Securities and (ii) with respect to SCL, a Subsidiary of SCL that holds Equity Securities. “Spousal Consent” has the meaning set forth in Section 13(f). “Subscription Agreement” has the meaning set forth in the Recitals hereto. “Subscription Notice” has the meaning set forth in Section 3(b). “Subsidiary” means, with respect to any Person, any corporation, association, partnership, limited liability company or other business entity of which 50% or more of the total voting power of equity securities or equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of managers, directors, representatives or trustees thereof is at the time owned or controlled, directly or indirectly, by: (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person. For purposes of this definition, the term “controlled” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise. “Tag-Along Transaction” has the meaning set forth in Section 4(b). “Transfer” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation, encumbrance or other disposition, or any interest therein whatsoever, or any other transfer of beneficial ownership, whether voluntary or involuntary, including (a) as a part of any liquidation of assets or (b) as a part of any reorganization pursuant to the United States or other bankruptcy law or other similar debtor relief laws, but excluding any transfer of Equity Securities by employees of the Company or its Subsidiaries upon a termination of employment. Notwithstanding the foregoing, an SCL Change of Control shall not be deemed to be a Transfer for purposes of this Agreement. “Transferee” means any Person acquiring or intending to acquire Equity Securities through a Transfer. “Underwritten Offering” means a sale of Equity Securities to an underwriter for reoffering to the public. Capitalized terms used and not otherwise defined herein shall have the meanings asc...
Sample 1
Shareholder Holding Company means, with respect to any Transferring Shareholder (i) an entity wholly-owned by such Transferring Shareholder that (A) is formed for the sole purpose of directly or indirectly acquiring Equity Securities, (B) has no substantial assets other than Equity Securities or (C) has direct or indirect interests in Equity Securities and (ii) with respect to SCL, a Subsidiary of SCL that holds Equity Securities.
Sample 1

Examples of Shareholder Holding Company in a sentence

  • Other than as provided for herein, following the termination of this Agreement, there shall be no further liabilities or obligations hereunder on the part of Shareholder, Holding Company or Buyer, or their respective officers or directors, except that nothing in this Section 6 shall relieve any party hereto from any liability for breach of this Agreement before such termination.

  • Other than as provided for herein, following the termination of this Agreement, there shall be no further liabilities or obligations hereunder on the part of Shareholder, Holding Company or Towne, or their respective officers or directors, except that nothing in this Section 6 shall relieve any party hereto from any liability for breach of this Agreement before such termination.

Related to Shareholder Holding Company

  • CFC Holding Company means each Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States federal income tax purposes and that has no material assets other than assets that consist (directly or indirectly through disregarded entities or partnerships) of Equity Interests or indebtedness (as determined for United States tax purposes) in one or more CFCs.

  • Bank Holding Company means a company registered as such with the Board of Governors of the Federal Reserve System pursuant to 12 U.S.C. §1842 and the regulations of the Board of Governors of the Federal Reserve System thereunder.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • mixed financial holding company means a mixed financial holding company as defined in point (21) of Article 4(1) of Regulation (EU) No 575/2013;

  • financial holding company means a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;

  • Mutual holding company means that term as defined in section 10(o) of the home owners' loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. 1467a, and OTS regulations governing mutual holding companies.

  • Foreign Holding Company means any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries or other Foreign Holding Companies.

  • Qualified CFC Holding Company means a Wholly Owned Subsidiary of the Issuer that is a Delaware limited liability company that is treated as a disregarded entity for U.S. federal income tax purposes, the primary asset of which consists of Equity Interests in either (i) one or more Foreign Subsidiaries or (ii) a Delaware limited liability company the primary asset of which consists of Equity Interests in one or more Foreign Subsidiaries.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Holdco has the meaning set forth in the Preamble.

  • parent mixed financial holding company in a Member State means a mixed financial holding company which is not itself a subsidiary of an institution authorised in the same Member State, or of a financial holding company or mixed financial holding company set up in that same Member State;

  • Savings and Loan Holding Company means a company registered as such with the Office of Thrift Supervision pursuant to 12 U.S.C. §1467(a) and the regulations of the Office of Thrift Supervision promulgated thereunder.

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

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • Minimum Holding means the minimum number or value of Shares which must be held by Shareholders as specified in the relevant Supplement.

  • Holding Companies means, collectively, the Company and Holdings, and each is a “Holding Company”.

  • parent financial holding company in a Member State means a financial holding company which is not itself a subsidiary of an institution authorised in the same Member State, or of a financial holding company or mixed financial holding company set up in the same Member State;

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Company Shareholder means any holder of any Company Shares.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • mixed-activity holding company means a parent undertaking, other than a financial holding company or an institution or a mixed financial holding company, the subsidiaries of which include at least one institution;