Stockholder Transferee definition

Stockholder Transferee means, with respect to any Principal or Stockholder, any member of the applicable Principal’s Group to which such Principal or Stockholder Transfers Common Shares.
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Stockholder Transferee means with respect to Mx. Xxxxxx, TD Bank, and ESOP Parties, any direct or indirect transferee of such Holder that has become a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached hereto as Exhibit A; provided that such Stockholder Transferee acquires (i) Registrable Securities in a Transfer that complies with any other contractual restrictions between the applicable Holder and Parent and (ii) at least 5% of the outstanding Common Shares pursuant to such Transfer.
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Stockholder Transferee means, as applicable, (i) with respect to TD, any direct or indirect transferee of such Holder that has become a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached hereto as Exhibit A; (ii) with respect to the Xxxxxxxx Stockholders, any direct or indirect transferee of such Holders that has become a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached hereto as Exhibit A; and (iii) with respect to the Xxxxx Stockholder, any of the following direct or indirect transferees of such Holder that has become a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached hereto as Exhibit A: (A) members of Xxxxxx X. Xxxxx’x immediate family (including spouses or immediate family members of immediate family members), (B) estate planning vehicles and trusts for the benefit of any of the foregoing and (C) one or more entities wholly owned by any such family member, estate planning vehicle or trust; provided, in each case, that such Stockholder Transferee acquires Registrable Securities in a Transfer that complies with any other contractual restrictions between the applicable Holder and Parent.
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Examples of Stockholder Transferee in a sentence

  • In the event that any Stockholder directly Transfers any Common Shares to a Stockholder Transferee of such Stockholder who is not already a party to this Agreement, such Stockholder Transferee shall, as a condition to the validity of such Transfer, execute and deliver to the Corporation a joinder in the form attached hereto as Exhibit A (a “Joinder”) and, upon execution and delivery of such Joinder shall be a “Stockholder” for all purposes of this Agreement.

  • Any such Transfer to a Stockholder Transferee in violation of this Section 8.11 shall be null and void ab initio.

  • An Estate Planning Vehicle shall cease to be an Individual Major Stockholder Transferee at such time as all of the interests therein cease to be owned by an Individual Major Stockholder, a spouse, sibling or lineal descendant of an Individual Major Stockholder or a lineal descendant of a spouse of an Individual Major Stockholder or any distributees under the will of any of the foregoing persons, successors of such persons by intestate succession or trusts for the benefit of any of the foregoing persons.

  • The registration rights of Mx. Xxxxxx, TD Bank and ESOP Parties under this Agreement with respect to any Registrable Securities of such Holders may be transferred and assigned to any of their respective Stockholder Transferees (or any trustee or other Person acting on behalf of a Stockholder Transferee) who executes and delivers a counterpart to this Agreement in the form attached hereto as Exhibit A without the prior written consent of the other parties hereto.

  • The registration rights of TD, the Xxxxxxxx Stockholders or the Xxxxx Stockholder under this Agreement with respect to any Registrable Securities of such Holders may be transferred and assigned to any of their respective Stockholder Transferees (or any trustee or other Person acting on behalf of a Stockholder Transferee) who executes and delivers a counterpart to this Agreement in the form attached hereto as Exhibit A without the prior written consent of the other parties hereto.

  • The registration rights of the TD Stockholders, the Xxxxxxxx Stockholders or the Xxxxx Stockholder under this Agreement with respect to any Registrable Securities of such Holders may be transferred and assigned to any of their respective Stockholder Transferees (or any trustee or other Person acting on behalf of a Stockholder Transferee) who executes and delivers a counterpart to this Agreement in the form attached hereto as Exhibit A without the prior written consent of the other parties hereto.

  • Additionally, a transferee of Common Stock (an "Individual Major Stockholder Transferee") owned by Xxxxx X.

  • If TD, the Xxxxxxxx Stockholders or the Xxxxx Stockholder ceases to beneficially own any shares of Common Stock, the Stockholder Transferee of TD, the Xxxxxxxx Stockholders or the Xxxxx Stockholder, as applicable, owning the greatest number of shares of Common Stock among all Stockholder Transferees of TD, the Xxxxxxxx Stockholders or the Xxxxx Stockholder, as applicable, shall exercise the rights of TD, the Xxxxxxxx Stockholders or the Xxxxx Stockholder, as applicable, under this Agreement.

  • The undersigned hereby represents and warrants that it is a Stockholder Transferee of [ ] and has acquired Registrable Securities in a Transfer in compliance with all applicable contractual restrictions between the applicable Holder and Parent.

  • By executing and delivering this counterpart to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming a Stockholder Transferee of [ ], to become a party to, and to be bound by and comply with the provisions of, the Registration Rights Agreement in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement.


More Definitions of Stockholder Transferee

Stockholder Transferee means any Person that (i) has among its shareholders, members, partners or other equity holders Stockholders that collectively hold, immediately prior to the effective date of the applicable Drag-Along Transaction, more than 20% of the issued and outstanding shares of Common Stock, or any Affiliates of such Stockholders, or (ii) is more than 20% owned or controlled by, directly or indirectly, by Persons that are Stockholders immediately prior to the effective date of the applicable Drag-Along Transaction, or any Affiliates of such Stockholders.
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Stockholder Transferee means with respect to Mr. Schwab, TD Bank, and ESOP Parties, any direct or indirect transferee of such Holder that has become a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached hereto as Exhibit A; provided that such Stockholder Transferee acquires (i) Registrable Securities in a Transfer that complies with any other contractual restrictions between the applicable Holder and Parent and (ii) at least 5% of the outstanding Common Shares pursuant to such Transfer.
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Stockholder Transferee means, with respect to any Stockholder, any member of the applicable Stockholder’s Group to which such Stockholder Transfers Common Shares and who executes and delivers to the Corporation a Joinder.
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Stockholder Transferee is defined in Section 5.5.
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Related to Stockholder Transferee

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • 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.

  • 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).

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Company Shareholder means any holder of any Company Shares.

  • 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.

  • Prospective Transferee means any Person to whom a Shareholder proposes to make a Proposed Transfer, including a Proposed Transfer by FEEL pursuant to Clause 2.3.

  • Initial Holder has the meaning set forth in the preamble.

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

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

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • 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.

  • Beneficial shareholder means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

  • Preferred Shareholder means any holder of Preferred Shares.

  • 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.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Equity Holder means any Person that owns the Equity Interests in any Practice that is a party to any Management Agreement.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Parent Stockholders means the holders of Parent Common Stock.

  • FTR Holder means the PJM Member that has acquired and possesses an FTR.

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

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

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

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

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