Unaffiliated Holders definition

Unaffiliated Holders means holders of Partnership Common Units other than Contributor and its Affiliates.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Unaffiliated Holders means the holders of issued and outstanding shares of Company Common Stock, excluding shares of Company Common Stock beneficially owned by (1) the LJE Parties, (2) the ultimate parent entity of any purchaser party to any Superior Transaction, or its Affiliates or (3) any officers or directors of the Company or their Affiliates.

Unaffiliated Holders means the holders of Notes, other than those held or owned, beneficially or of record, by the Shareholder or any Shareholder Affiliates.

Examples of Unaffiliated Holders in a sentence

• The Company and the Partnership are entering into this Agreement, in material part, for the purpose of conferring these benefits on the Unaffiliated Holders.

• The Company and the Partnership also intend that this benefit cannot be altered or revoked without the approval of a majority in interest of the Unaffiliated Holders as provided in Section 4 of this Agreement.

• The Company and the Partnership desire to confer upon holders of limited partnership interests or units in the Partnership who are Unaffiliated Holders (as defined below) have voting rights to remove a general partner of the Partnership that are consistent with the Administrative Guidelines for the Registration of Oil and Gas Programs set forth in subsections (f)(1)(C) and (f)(2) of Section 121.8 of the Regulations of the State Securities Board of Texas.

• The Company and the Partnership desire to resolve or avoid any uncertainties regarding the relative voting rights of the Company, as a holder of Limited Partner Interests, and the Unaffiliated Holders.

• Accordingly, the Company and the Partnership agree that the Unaffiliated Holders shall be entitled to enforce the provisions of this Agreement at law or in equity as third party beneficiaries of this Agreement.

• The Company and the Partnership intend to confer a benefit on the Unaffiliated Holders by granting them the right, enforceable against the Company, to vote to remove the Company as general partner of the Partnership without the necessity of the concurrence of the Company.

• This Agreement may not be terminated by the parties after the Effective Date without the consent of the holders of a majority of the Shares (exclusive of any Shares not held by Unaffiliated Holders).

• From and after the Effective Date, no amendment of Section 1 of this Agreement shall be valid and binding unless the same shall be in writing and signed by (1) each of the Trusts, whose execution may only be authorized with the approval of a majority of the independent trustees of the Board of Trustees of each of the Trusts, (2) the holders of a majority of the Shares (exclusive of any Shares not held by Unaffiliated Holders), and (3) BIR.

• Subject to the conditions set forth in this Agreement, the Company shall cause to be filed a Registration Statement under Rule 415 under the Securities Act relating to the sale by the Unaffiliated Holders of all of the Registrable Shares of the Unaffiliated Holders in accordance with the terms hereof, and shall use reasonable efforts to cause such Registration Statement to be declared effective by the SEC by that date which is fourteen (14) months after the IPO Date.

• The Company Special Committee has received an opinion of FBR Capital Markets & Co., to the effect that, subject to certain assumptions, qualifications, limitations and other matters, the Merger Consideration to be received by the Unaffiliated Holders of the Company Common Shares is fair to such holders of Company Common Shares from a financial point of view.

More Definitions of Unaffiliated Holders

Unaffiliated Holders means Holders other than Affiliated Holders.

Unaffiliated Holders means the Convertible Holders other than New Mountain and the Existing Stockholders.

Unaffiliated Holders means holders of Company voting securities that are not: (i) an affiliate of M▇▇▇▇▇▇; (ii) a person or entity that directly or indirectly, through one or more intermediaries, controls or is under common control with M▇▇▇▇▇▇ or (iii) a family member of M▇▇▇▇▇▇, where “family member” means any spouse, ex-spouse, parent, step-parent, grandparent, child, step-child, grandchild, sibling, aunt, uncle, cousin, niece, nephew, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships. For the avoidance of doubt, but solely for purposes of this Voting Trust Agreement, it is acknowledged by the Beneficiaries that each of SCE, SkyUK, SkyLLC and GSW, as well as Sky Capital Holdings, Inc., are currently affiliates of M▇▇▇▇▇▇. It is expressly acknowledged by the parties hereto that no voting rights shall pass to any Beneficiary by or under the Voting Trust Certificates or to any transferee or registered holder thereof. For purposes hereof, the Voting Trustee may assume that any and all shares of Company voting stock not held by the Voting Trustee under this Agreement or any other agreement that purports to restrict the voting rights of the Shares are held by Unaffiliated Holders.

Unaffiliated Holders means the Holders not listed on SCHEDULE A attached hereto (or each individually as appropriate), including their successors and permitted assigns and transferees.

Unaffiliated Holders means any holder of Company Shares (including Company Shares represented by ADSs), other than the holders of the Founder Securities and any other holders of Company Shares which will provide financing to, or hold securities of, one or more members of the Parent Parties prior to, at or after the Closing.