Xxxxxx Stockholder definition

Xxxxxx Stockholder means (i) Xxxxxxx Xxxxxx and his spouse, their lineal descendants and their spouses (so long as they remain spouses) and the estate of any of the foregoing persons, and any partnership, trust, corporation or other entity to the extent any shares of Voting Stock owned by such entity are considered beneficially owned by any of such individuals or estates, (ii) any person who would be an Acquiring Person solely by reason of being deemed to be the beneficial owner of shares of Voting Stock of any such estate or entity, whether by acting as an officer, director, trustee or other managing person of any such entity, or by reason of any ownership interest or other pecuniary interest in any such entity, or otherwise, and (iii) any person that is the direct or indirect assignee of any person identified in subparagraph (i) above (a "Xxxxxx Assignee") if (A) such person is assigned, by one or more persons identified in subparagraph (i) above, an aggregate number of shares of Voting Stock equal to not less than five percent of the then outstanding shares of Voting Stock and (B) the assignor(s) of such shares designate(s), in writing, that such person is a Xxxxxx Assignee for purposes of this paragraph.

Xxxxxx Stockholder has the meaning given in the Preamble hereto.

Xxxxxx Stockholder means Xxxxxx, the Xxxxxx Trust and any Permitted ------------------ Transferee of either of them to which Shares are transferred in accordance with Section 2.2.

Examples of Xxxxxx Stockholder in a sentence

• Xxxxxx hereby acknowledges and agrees that from and after the date hereof, Liberty will not have any liability to Xxxxxx or the members of the Xxxxxx Stockholder Group for any breach, violation or failure to perform by the Qualified Distribution Transferee of any of the liabilities and obligations of the Qualified Distribution Transferee under the Stockholders Agreement.

• In addition, at such time as the Chairman Termination Date has occurred or Xxxxxx has become Disabled, neither the Xxxxxx Stockholder Group nor the Liberty Stockholder Group shall have any obligation under this Agreement with respect to the matters covered under Section 3.3, Section 4.1 and Section 4.3.

• Subject to applicable Law, this Agreement may be amended, modified or supplemented by the parties at any time prior to the Effective Time, whether before or after Rook Stockholder Approval and/or Xxxxxx Stockholder Approval has been obtained.

• In the event that any Additional Merger Consideration is paid by the Company to holders of Common Stock pursuant to Section 2.02 of the Merger Agreement as of a record date subsequent to the purchase from a Xxxxxx Stockholder of any Note Shares pursuant to this Article 1, the Parent shall pay or cause the Company to pay to such Xxxxxx Stockholder in cash an amount per Note Share equal to the amount of Additional Merger Consideration per share of Common Stock so paid by the Company.

• The Company may act as its own Registrar or Paying Agent except that for the purposes of Articles Three and Eight and Section 4.15, neither the Company nor any of its Subsidiaries or Affiliates (including, without limitation, any Xxxxxx Stockholder) shall act as Paying Agent.

More Definitions of Xxxxxx Stockholder

Xxxxxx Stockholder means each of Xxxxxx, Roadrunner Co-Invest and Xxxxxxx Co-Invest (collectively the “Xxxxxx Stockholders”) and shall include any transferee of Shares held by the Xxxxxx Stockholders which is an Affiliate of Xxxxxx.

Xxxxxx Stockholder means any Xxxxxx Entity that owns any shares of Stock in the Corporation.

Xxxxxx Stockholder means each of Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx X. Xxxxxx and Xxxxxx Xxxxxx and their respective Permitted Transferees to the extent set forth in the proviso of the preceding sentence.

Xxxxxx Stockholder means the Initial Xxxxxx Stockholders and each Covered Transferee.

Xxxxxx Stockholder. ["Xxxx Stockholder"] (as therein defined).

Xxxxxx Stockholder. For the purposes of this Agreement, "Xxxxxx Stockholder" means each of Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx X. Xxxxxx and Xxxxxx Xxxxxx and their respective Permitted Transferees.

Xxxxxx Stockholder means any such Person.