Stockholder Demand definition

Stockholder Demand shall have the meaning set forth in Section 2.1 below.
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Stockholder Demand means a written request by a Stockholder or Stockholders, representing at least a majority of the Registrable Securities, that the Company prepare and file an Additional Registration Statement to register Additional Registrable Securities.
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Stockholder Demand has the meaning set forth in Section 1(a)(i).
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Examples of Stockholder Demand in a sentence

  • The Company will not be obligated to effect any Stockholder Demand Registration within twelve (12) months after the effective date of a Stockholder Demand Registration covering a consummated offering and sale of Stockholder Registrable Securities.

  • Upon receipt of a Stockholder Demand, the Company shall use its commercially reasonable efforts to effect registration of the Registrable Shares to be registered in accordance with the intended method of distribution specified in writing by the Demanding Holder as soon as practicable and to maintain the effectiveness of such registration for a period of ninety (90) days.

  • The Company shall not include in any Demand Registration requested by a majority in interest of the then outstanding Registrable Securities held by the Series B Stockholders during the Series B Stockholder Demand Period (a "SERIES B DEMAND REGISTRATION") any securities that are not Registrable Securities held by the Series B Stockholders without the prior written consent of a majority in interest of the then outstanding Registrable Securities held by the Series B Stockholders.

  • If any of the Registrable Securities covered by a Demand Registration are to be sold in an underwritten offering the Board shall have the right to select the managing underwriter or underwriters to administer the offering subject to the approval of Xxxxxxxxx, in the case of a First Demand Registration or Second Demand Registration and the Majority Stockholder, in the case of a Stockholder Demand Registration, in either case, which approval will not be unreasonably withheld, conditioned or delayed.

  • Long Lake Road, Suite 300Bloomfield Hills, Michigan 48304 March 15, 2013 VIA HAND DELIVERY Michael Gross Chief Executive Officer Morgans Hotel Group Co. 475 Tenth Avenue New York, New York 10018 Re: Stockholder Demand for List of Stockholders Gentlemen: OTK Associates, LLC (“OTK”) is the beneficial owner of 4,500,000 shares of common stock, par value $0.01 per share (“Common Stock”), of Morgans Hotel Group Co. (the “Company”).

  • The Company will keep the Stockholders contemporaneously apprised of all pertinent aspects of its pursuit of any registration, whether pursuant to a Stockholder Demand Registration or otherwise, with respect to which a Piggyback Registration opportunity is available.

  • In any such event, such demand registration will be counted as a Stockholder Demand for purposes of Section 3(a)(ii).

  • Upon receipt of a Stockholder Demand, the Company shall (x) promptly send a copy of such Stockholder Demand to all other Stockholders and (y) prepare and, as soon as practicable, file with the SEC such Additional Registration Statement on Form SB-2 covering the resale of up to the Maximum Allowable Amount of the Additional Registrable Securities set forth on a Stockholder Demand and in any additional Stockholder Demand received at least five (5) Business Days prior to the filing.

  • The Company shall not include in any Demand Registration requested by a majority in interest of the then outstanding Registrable Securities held by the Series C Stockholders during the Series C Stockholder Demand Period (a "SERIES C DEMAND REGISTRATION") any securities that are not Registrable Securities held by the Series C Stockholders without the prior written consent of a majority in interest of the then outstanding Registrable Securities held by the Series C Stockholders.


More Definitions of Stockholder Demand

Stockholder Demand has the meaning set forth in Section 5(a)(i).
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Related to Stockholder Demand

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

  • 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.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Demand Notice has the meaning set forth in Section 2(a)(i).

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

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

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

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • 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).

  • Demand Holder has the meaning set forth in Section 3.02(a).

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Demand Party has the meaning set forth in Section 2.2(a).

  • 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.

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

  • Stockholders Meeting shall have the meaning set forth in Section 6.2(c).

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Warrantholders’ Request means an instrument signed in one or more counterparts by Warrantholders holding in the aggregate not less than 25% of the aggregate number of all Warrants then unexercised and outstanding, requesting the Warrant Agent to take some action or proceeding specified therein;

  • Stockholder Meeting means each annual or special meeting of stockholders of the Company, or any action by written consent of the Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling, continuation or meeting held in lieu thereof;

  • Demand Request shall have the meaning set forth in Section 2.1.

  • Majority Stockholder means any person that would be a “50-percent shareholder” (within the meaning of section 382(g)(4)(D) of the U.S. Tax Code) of Common Stock if such person claimed a Worthless Stock Deduction at any time on or after the Petition Date.

  • 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.