Unaccredited Stockholder definition

Unaccredited Stockholder means a Company Stockholder who is not an Accredited Investor at the Effective Time.
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Unaccredited Stockholder means a Stockholder who is not an Accredited Holder.
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Unaccredited Stockholder shall have the meaning provided in Section 6.2.
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Examples of Unaccredited Stockholder in a sentence

  • Such certificates will be duly endorsed (with signature guaranteed) for transfer to Onex, and upon delivery of such certificates to Onex, such Unaccredited Stockholder will be deemed to represent and warrant to Onex that the transferred Option Securities are owned by such Unaccredited Stockholder free and clear of all liens, adverse claims, and other encumbrances other than as provided in this Stockholders Agreement.

  • The exercise of the Option will be timely and effectively made if Onex provides written notice of such exercise to such Unaccredited Stockholder before such consummation of the respective Option Transaction.

  • Moreover, Onex and each Unaccredited Stockholder will promptly perform, whether before or after any Option closing, such additional acts (including without limitation executing and delivering additional documents) as are reasonably required by either such party to effect more fully the transactions contemplated hereby.

  • We developed an end to end noise model of the PICO instrument to predict full mission sensitivity and provide a metric by which to evaluate mission design trade-offs.

  • Notwithstanding anything to the contrary in this Agreement, in the event that Parent reasonably believes that one or more Stockholders are not Accredited Stockholders (any such Stockholder, an “Unaccredited Stockholder”), Parent may elect to pay the Common Per Share Stock Amount with respect to such Unaccredited Stockholder solely in cash to such Unaccredited Stockholder.

  • It also states that the head of the project will obtain fingerprint clearance to work on the school’s property.

  • In order to ensure the transfer of the Option Securities purchased upon exercise of the Option, each Unaccredited Stockholder hereby severally appoints Onex as his, her, or its attorney in fact for the purpose of effecting any such transfer, and each Unaccredited Stockholder acknowledges and agrees that such power of attorney is coupled with an interest and is irrevocable.

  • In the event that, on a Payment Date, a Recipient is an Unaccredited Stockholder, Parent may, in its sole discretion and in lieu of issuing such Earnout Stock, pay to such Recipient to whom such shares are to be issued pursuant to Section 1(a) above an amount in cash equal to the Fair Market Value of such Earnout Stock on the Payment Date.


More Definitions of Unaccredited Stockholder

Unaccredited Stockholder means a Converting Holder who is not an Accredited Stockholder.
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Unaccredited Stockholder has the meaning set forth in Section 2.8(e).
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Unaccredited Stockholder means any Stockholder other than the Accredited Stockholders.
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Related to Unaccredited Stockholder

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

  • Company Shareholder means a holder of Company Shares.

  • 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.

  • 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.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • 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.

  • 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.

  • 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.

  • 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).

  • Interested Shareholder means any Person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that (i) is the owner of 15% or more of the outstanding voting Shares of the Company, or (ii) is an affiliate or associate of the Company and was the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder, and the affiliates and associates of such Person; provided, however, that the term “interested Shareholder” shall not include (x) any Person who (A) owned Shares in excess of the 15% limitation set forth herein as of, or acquired such Shares pursuant to a tender offer commenced prior to, the date of registration by the Registrar of the notice of adoption of the Articles, which set forth this Article 25, or pursuant to an exchange offer announced prior to the aforesaid date and commenced within 90 days thereafter and either (I) continued to own Shares in excess of such 15% limitation or would have but for action by the Company or (II) is an affiliate or associate of the Company and so continued (or so would have continued but for action by the Company) to be the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder or (B) acquired said Shares from a Person described in item (A) of this paragraph by gift, inheritance or in a transaction in which no consideration was exchanged; or (y) any Person whose ownership of Shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Company; provided that such Person shall be an interested Shareholder if thereafter such Person acquires additional Shares of voting Shares of the Company, except as a result of further corporate action not caused, directly or indirectly, by such Person. For the purpose of determining whether a Person is an interested Shareholder, the voting Shares of the Company deemed to be outstanding shall include Shares deemed to be owned by the Person through application of Article 23.3(i) but shall not include any other unissued Shares of the Company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. Any determination made by the Board of Directors as to whether any Person is or is not an interested shareholder shall be conclusive and binding upon all shareholders of the Company.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Interested Stockholder means, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

  • 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;

  • 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.

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

  • Major Stockholder means any such Person.

  • Company Optionholder means a holder of one or more Company Options;

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

  • 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.

  • Ordinary Shareholder means a holder of ordinary shares;

  • 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.

  • 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.

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

  • 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.

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