Transferee Shareholder definition

Transferee Shareholder shall have the meaning set forth in Section 2.13.
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Transferee Shareholder means where the Shareholder who is not the Transferor Shareholder.
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Transferee Shareholder means any Person to whom a Permitted Transfer is made.
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Examples of Transferee Shareholder in a sentence

  • Such Transferee Shareholder shall, following such Transfer, become responsible for all obligations applicable to the Shareholder under this Article II with respect to the Registrable Securities Transferred to such Transferee Shareholder.

  • Except as permitted under Section 2.05 hereof, if Shareholder desires to sell all or any part of his shares of capital stock of the Company (the "Tag-Along Shares") to a third-party purchaser (a "Proposed Transferee"), Shareholder shall provide to the Investors notice of such intention to sell and of the terms and conditions, including price, of such proposed sale.

  • For these purposes ‘reasonable steps’ includes the Transferee Shareholder or a Related Corporation providing the relevant third party beneficiary with a replacement guarantee or other arrangement (as the case may be) on terms the same or substantially the same as the terms of the existing Support Commitment.

  • Wynn Resorts and each Transferee Shareholder which is a Substantial Shareholder hereby undertakes to each Secured Party that it will comply with the covenants applicable to it set out or referred to in Schedule 1 (Covenants).

  • Subject to Clause 6.2.2, the undertaking in Clause 9.1 (Content) shall remain in force from the Signing Date until the Secured Obligations have been discharged in full or, in the case of any Transferee Shareholder which is a Substantial Shareholder, the earlier of the date on which it ceases to be a Substantial Shareholder and the date on which the Secured Obligations have been discharged in full.

  • Evidence acceptable to the Agent that at least fifty per cent (50%) of the membership interests of Solaia Shipping L.L.C. will, on the Share Transfer Date, be held and retained directly or indirectly by the Transferee Shareholder and that the Transferee Shareholder is a member of the Teekay LNG Group.

  • Upon the death of Xxxx, the Company shall have an Option to purchase for a period of nine (9) months from the later of (i) the date on which a personal representative is appointed, or (ii) if none is appointed, the date of Xxxx'x death, all, but not less than all, of the Shares held by Xxxx, his heirs, or his estate, or any Transferee Shareholder, at the price equal to and on the terms specified in Articles 4 and 5 hereof.

  • Wynn Resorts or any Transferee Shareholder which is a Substantial Shareholder makes to each Secured Party the representations and warranties set out in Schedule 4 (Representations and warranties) of the Common Terms Agreement insofar as they expressly relate to Wynn Resorts or to such Transferee Shareholder, in each case, as an Obligor or, to any of their respective assets, operations, businesses, prospects or other circumstances as at each of the dates specified in Clause 7.2 (Timing).

  • Subject to Clause 5.2.2, the undertaking in Clause 8.1 (Content) shall remain in force from the Signing Date until the Secured Obligations have been discharged in full or, in the case of any Transferee Shareholder which is a Substantial Shareholder, the earlier of the date on which it ceases to be a Substantial Shareholder and the date on which the Secured Obligations have been discharged in full.

  • Parent shall cooperate with any reasonable request by any "five-percent transferee shareholder" with respect to Parent within the meaning of the United States Treasury Regulation Section 1.367(a)-3(c)(5)(ii) (a "Five-Percent Transferee Shareholder"), in order for the Five-Percent Transferee Shareholder to be able to comply with the gain recognition agreement requirements of United States Treasury Regulation Section 1.367(a)-8, including the annual certification required thereunder.


More Definitions of Transferee Shareholder

Transferee Shareholder has the meaning given in the Wynn Resorts Support Agreement.
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Transferee Shareholder means a Shareholder who is a Transferee of Affected Shares pursuant to a Transfer of Shares by Xxxx or a Shareholder who is a Transferee of Shares directly or indirectly from Xxxx.
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Related to Transferee Shareholder

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • 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).

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.

  • Company Shareholder means a holder of Company Shares.

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

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

  • Major Shareholder means a shareholder who directly or indirectly holds 10% or more of the voting rights.

  • 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 all outstanding classes 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.

  • 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.”

  • 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).

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

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

  • Record shareholder means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Shareholder means a person who owns shares in the company and is actively involved in the management of the enterprise or business and exercises control over the enterprise.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • substantial shareholder means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • 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.

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • 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.

  • Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.

  • 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.

  • Major Stockholder means any such Person.