Stockholder Affiliates definition

Stockholder Affiliates shall have the meaning set forth in the definition of Permitted Transferee.
Stockholder Affiliates means, with respect to each Stockholder, any parent, sibling, spouse, child, grandchild or other relative of the Stockholder, or any custodian or trustee for the benefit of any of the foregoing, or any partnership, corporation of other entity for which he or she acts as a trustee or which is owned by the Stockholder or any of the foregoing. (b) "Demand Registrations" has the meaning ascribed to it in Section 2(a) of this Agreement. (c) "Piggyback Registration" has the meaning ascribed to it in Section 3(a) of this Agreement. (d) "Registrable Shares" means, at any particular time at which notice has been given pursuant to Section 2 or 3 hereunder, any of the following which are held by the Stockholders or Stockholder Affiliates: (i) shares of Acquiror Common Stock issued pursuant to the Merger; (ii) shares of Acquiror Common Stock issued in lieu of cash dividends on other Registrable Shares pursuant to a dividend reinvestment plan adopted by Acquiror; (iii) shares of Acquiror Common Stock then outstanding which were issued as, or upon the conversion or exercise of other securities issued as, a dividend or other distribution with respect to or in replacement of other Registrable Shares; (iv) shares of Common Stock then issuable upon conversion or exercise of other securities which were issued as a dividend or other distribution with respect to or in replacement of other Registrable Shares; and (v) any equity securities of Acquiror issued or issuable with respect to the securities referred to in clauses (i) through (iv) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. For purposes of this Agreement, the Stockholders and Stockholder Affiliates will be deemed to be holders of Registrable Shares whenever they have unqualified right to acquire such Registrable Shares (by conversion or otherwise, but disregarding any legal restrictions upon the exercise of such right), whether or not such acquisition has actually been effected. (e) "Registration Expenses" has the meaning ascribed to it in Section 5 of this Agreement.
Stockholder Affiliates means all entities in which a stockholder of EPi is an officer or director, or in which a stockholder of EPi, directly or indirectly, owns or controls 10% or more of the equity securities of the entity, and which entity is engaged in any aspect of EPi's business.

Examples of Stockholder Affiliates in a sentence

  • A registration will not count as one of the Demand Registrations requested by the Stockholder until it has become effective and unless either (i) the requesting Stockholder and Stockholder Affiliates have registered and sold at least 90% of the Registrable Shares they requested be included in such registration or (ii) the registration has remained effective and current for at least 90 days.

  • From and after the first anniversary of the date hereof, each Stockholder may make a written request, from time to time, on his or her own behalf or on behalf of any Stockholder Affiliates, for registration under the Securities Act of all or part of the Registrable Shares held by the Stockholder or any Stockholder Affiliates.

  • The Stockholder hereby agrees that neither it nor Stockholder Affiliates shall seek or solicit any sale, assignment, transfer, encumbrance, pledge or other disposition of the Shares to other than its affiliates and agrees to notify STI promptly (but in any event, within 24 hours), and it and its affiliates shall provide all details requested by STI, if the Stockholder or Stockholder Affiliates shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing.

  • Except as specifically set forth on Exhibit A hereto, each of the Stockholder and the Stockholder Affiliates owns such Common Stock, Preferred Stock, Restricted Stock and Options free and clear of all liens, charges, pledges, security interests, claims and encumbrances whatsoever ("Liens").

  • During the term of this Voting Agreement, the Stockholder and Stockholder Affiliates shall not request that the Company register the transfer (book entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Voting Agreement.

  • Thereafter, without prior written approval of Stockholder, for a period of an additional 18 months, I/O and I/O Affiliates will not (a) solicit for employment an employee of Stockholder or the Stockholder Affiliates (other than by normal and customary advertising and recruitment procedures) or (b) employ any of the persons listed on Exhibit 9.16B.

  • Thereafter, without prior written approval from I/O, for a period of an additional 18 months, Stockholder and Stockholder Affiliates will not (a) solicit for employment an employee of I/O or I/O Affiliates (other than by normal and customary advertising and recruiting procedures) or (b) employ any of the persons listed on Exhibit 9.16A.

  • The Stockholder and the Stockholder Affiliates acknowledge that their right to participate in the Public Offering is conditioned upon their completing and executing all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required by the managing underwriters.

  • The Stockholders consent, and shall cause the Stockholder Affiliates to consent, to personal jurisdiction in any action brought in the United States District Court for the Northern District of Texas or in any court of the State of Texas having subject matter jurisdiction and to service of process upon them.

  • If, at any time or from time to time during the Standstill Period, any Stockholder or Stockholder Affiliate violates Section 2.a of this Standstill Agreement, Search shall have the right to (i) purchase all Search Securities acquired and still held by any and all Stockholders and/or Stockholder Affiliates for the price of One Dollar ($1.00) and (ii) direct the Search's securities transfer agent to transfer all such Search Securities from the Stockholders and Stockholder Affiliates to Search.


More Definitions of Stockholder Affiliates

Stockholder Affiliates has the meaning set forth in Section 2.5(a).
Stockholder Affiliates means all entities in which a stockholder of HTD is an officer or director, or in which a stockholder of HTD, directly or indirectly, owns or controls 10% or more of the equity securities of the entity, and which entity is engaged in any aspect of the HTD Business.
Stockholder Affiliates means, with respect to each Stockholder, any parent, sibling, spouse, child, grandchild or other relative of the Stockholder, or any custodian or trustee for the benefit of any of the foregoing, or any partnership, corporation of other entity for which he or she acts as a trustee or which is owned by the Stockholder or any of the foregoing.
Stockholder Affiliates shall have the meaning set forth in Section 8.03(b).