Stockholder Claim definition

Stockholder Claim means any claim, cause of action, suit, demand, liability, controversy, costs, expenses, fees and/or damages of any kind (including any and all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise), brought by any holder or former holder of any equity interest in the Company (in their capacities as such), including, any representative or heir, arising out of or related to such equity holder’s ownership or former ownership of such equity interest in the Company, including claims for appraisal rights, whether directly, derivatively, representatively or in any other capacity, against the Company or the Surviving Corporation, as the case may be, or any of their respective Subsidiaries or Affiliates (including any and all of its and their respective past, present and/or future Affiliates, directors, officers, shareholders, members, partners, employees, fiduciaries, advisors, and agents, and each of their respective successors and assigns), in any way based upon, arising from, relating to or involving, directly or indirectly, this Agreement, the Merger or any other agreement or transaction contemplated hereby or thereby.
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Stockholder Claim means any actual or alleged liability, claim, action, suit, cause of action, obligation, debt, controversy, promise, contract, lien, judgment, account, reckoning, xxxx, xxxx, covenant, agreement, demand of any kind or nature, loss, cost, damage, penalty or expense (including, without limitation, reasonable attorneys' fees and expenses, and the costs of investigation and litigation), whether in law or in equity, whether known or unknown, whether matured or unmatured and whether foreseen or unforeseen, that any Stockholder may or could have had or now or hereafter may have, for, upon, or by reason of, any matter, cause or thing whatsoever resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with, (i) the Proxy Contest or any part or aspect thereof, (ii) any action taken, or statement made, in connection with the Proxy Contest, or (iii) any action, failure to act, representation, event, transaction, occurrence or other subject matter resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with the foregoing.
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Stockholder Claim means any Proceeding brought by any holder or former holder of any equity interest or option holder in the Company or any Subsidiary (in their capacities as such), including, any representative or heir, arising out of or related to such equity holder’s ownership or former ownership of such equity interest in the Company, including claims for appraisal rights, whether directly, derivatively, representatively or in any other capacity, against the Company or the Surviving Corporation, as the case may be, or any of their respective Subsidiaries or Affiliates (including any and all of its and their respective past, present and/or future Affiliates, directors, officers, shareholders, members, partners, employees, fiduciaries, advisors, and agents, and each of their respective successors and assigns), in any way based upon, arising from, relating to or involving, directly or indirectly, this Agreement or the Merger.
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Examples of Stockholder Claim in a sentence

  • Each holder of a Preferred Stockholder Claim is conclusively deemed to reject the Plan and is not entitled to vote to accept or reject the Plan.

  • Each holder of a Preferred Stockholder Claim is conclusively deemed to reject this Plan and is not entitled to vote to accept or reject this Plan.

  • If the Company does not assume the defense of any Stockholder Claim in accordance with this clause (c), the applicable Indemnitee(s) may continue to defend such claim at the sole cost of the Company and the Company may still participate in, but not control, the defense of such Stockholder Claim at the Company’s sole cost and expense.

  • Each Stockholder agrees that it is responsible for any cost and expense relating to the defense of any Stockholder Claim brought against it.

  • Each Stockholder Releasor agrees not to, and agrees to cause its equity holders, Subsidiaries, Affiliates and Representatives, and each of their respective successors and assigns, not to, assert any Stockholder Claim against any of the Company Releasees that is released pursuant to this Section 8.28 and shall bear any legal fees and other costs incurred by any Company Releasee in defending or handling any such Stockholder Claim brought by such Stockholder Releasor.

  • The federal income tax consequences of the Plan to a holder of a Settling Former Preferred Stockholder Claim will depend, in part, on whether the holder elects to receive cash or New Common Stock in satisfaction of its Claim and, if New Common Stock is received, whether such Claim constitutes a "security" for federal income tax purposes.

  • The Debtors believe that it is likely, and the following discussion assumes, that the Settling Preferred Stockholder Claim would constitute "securities" for federal income tax purposes.

  • If the Company or OpCo does not assume the defense of any Stockholder Claim in accordance with this clause (c), the applicable Indemnitee(s) may continue to defend such claim at the sole cost of the Company and OpCo and the Company and OpCo may still participate in, but not control, the defense of such Stockholder Claim at the Company’s or OpCo’s sole cost and expense.

  • If a holder of a Settling Preferred Stockholder Claim elects to receive cash, the holder generally will recognize gain or loss in an amount equal to the difference between (i) the amount of cash received (other than any Claim for accrued interest) and (ii) the tax basis in its Claim (other than any Claim for accrued interest).

  • If a holder of a Settling Preferred Stockholder Claim elects to receive New Common Stock, the holder should recognize no gain or loss upon implementation of the Plan (other than possibly in respect of a Claim for accrued interest).


More Definitions of Stockholder Claim

Stockholder Claim means any actual or alleged liability, claim, action, suit, cause of action, obligation, debt, controversy, promise, contract, lien, judgment, account, reckoning, bond, bill, covenant, agreement, demand of any kind or nature, loss, coxx, xxxxxx, penalty or expense (including, without limitation, reasonable attorneys' fees and expenses, and the costs of investigation and litigation), whether in law or in equity, whether known or unknown, whether matured or unmatured and whether foreseen or unforeseen, that any Liberation Investments Party may or could have had or now or hereafter may have, for, upon, or by reason of, any matter, cause or thing whatsoever resulting from, arising out of, relating to, connected in any way with, or alleged, suggested or mentioned in connection with (in each case, other than this Agreement) (i) the Proxy Contest, or (ii) any action taken, or statement made, in connection with the Proxy Contest.
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Stockholder Claim and “Stockholder Claims” has the meaning set forth in Section 7.8.
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Stockholder Claim has the meaning set forth in Section 3.1(f).
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Stockholder Claim means any Covered Claim made by a stockholder of REIT I, on behalf of REIT I by a stockholder of REIT I, or made by REIT I upon or following a demand by a stockholder of REIT I with respect to such Covered Claim.
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Stockholder Claim has the meaning set forth in Section 6.6(b).
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Related to Stockholder Claim

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

  • Shareholder Debt means any shareholder loan made to the Issuer as debtor, if such loan:

  • 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.

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

  • 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).

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

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Parent Stockholders means the holders of Parent Common Stock.

  • 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.

  • 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.

  • 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.

  • Common Stockholders means holders of shares of Common Stock.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Subordinate Voting Shares means subordinate voting shares in the capital of the Company.

  • 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 Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • 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).

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • Greater Than 10% Stockholder means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).

  • Significant Stockholder means Allied Irish Banks, p.l.c., a limited liability company incorporated under the laws of Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any successor thereto.

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • 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).

  • Class A Shareholder means a holder of Class A Shares;

  • Preferred Shareholder means any holder of Preferred Shares.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).