Unaffiliated Shareholders definition

Unaffiliated Shareholders means the shareholders of the Company, other than (1) the Purchaser, (2) any Affiliates or representatives of the Purchaser or any person acting for or on behalf of the Purchaser or (3) any shareholder that is a member of a “group” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) with the Purchaser.

Unaffiliated Shareholders means the shareholders of Parent, other than (a) the Company, (b) any Affiliates or representatives of the Company or any person acting for or on behalf of the Company or (c) any shareholder that is a member of a “group” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) with the Company.

Unaffiliated Shareholders means the shareholders of the Company, other than (i) the Conversant Investors, (ii) any Affiliates or representatives of the Conversant Investors or any Person acting for or on behalf of a Conversant Investor or (iii) any shareholder that is a member of a “group” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) with a Conversant Investor.

Examples of Unaffiliated Shareholders in a sentence

• Xxxxxx and the “Shareholders” under the Parent Subsidiaries Voting Agreement, the BilCar Voting Agreement and the GSO Voting Agreement (the “Unaffiliated Shareholders”)) that are voted in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby bears to the total number of Shares owned by Unaffiliated Shareholders present (in person or by proxy) and voting at such meeting of the shareholders of the Company.

• The Board of Directors, on the recommendation of the Special Committee, and based on its own investigations has concluded that the Acquisition and the Arrangement are in the best interests of the Corporation and fair to the Public Shareholders, Unaffiliated Shareholders and Optionholders and recommends that Public Shareholders and Optionholders vote in favour of the Acquisition and Arrangement Resolution.

• Xxxxxx and the “Shareholders” under the Parent Subsidiaries Voting Agreement, the BilCar Voting Agreement and the Blackstone Voting Agreement (the “Unaffiliated Shareholders”)) that are voted in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby bears to the total number of Shares owned by Unaffiliated Shareholders present (in person or by proxy) and voting at such meeting of the shareholders of the Company.

• Rule 13e-3 requires, among other things, that certain financial information concerning the Company and certain information relating to the fairness of the U.S. Offer and the consideration offered to Unaffiliated Shareholders be filed with the SEC and disclosed to such Unaffiliated Shareholders.

• Although third party sales often realize a premium, both the Board of Directors and the Special Committee concluded that, if the Transaction is consummated, the Unitholders would have materially the same opportunity to benefit from any such premium as they presently have as Shareholders, and that therefore the possibility of an unsolicited offer from a third party does not diminish the fairness of the Transaction to the Public Shareholders and Unaffiliated Shareholders.

More Definitions of Unaffiliated Shareholders

Unaffiliated Shareholders means Shareholders who are not affiliates of the Corporation for purposes of United States securities laws;

Unaffiliated Shareholders means the holders of the outstanding Shares other than the General Partner and its Affiliates, including the Sponsors.

Unaffiliated Shareholders means the stockholders of the Company not Affiliated, and not a member of a Group, with the Investor.

Unaffiliated Shareholders means shareholders of Xxxxxxx other than any Seller or any Affiliate or Associate of a Seller.

Unaffiliated Shareholders has the meaning set forth in the Recitals.

Unaffiliated Shareholders means all holders of Healthaxis Common Stock other than (a) UICI, (b) Affiliates of UICI, (c) officers of Healthaxis, and (d) directors of Healthaxis.

Unaffiliated Shareholders means all of the shareholders of the Company other than American Greetings Corporation, Xxxxxx Xxxxx, Xxxxx Xxxxx and Xxxxxx X.