Xxxxxxx Stockholder definition

Xxxxxxx Stockholder means (i) Xxxxxx X. Xxxxxxx 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, and (ii) any person who would be an Acquiring Person solely by reason of being deemed to be the Beneficial Owner of any shares of Voting Stock of any such estate or of shares of Voting Stock Beneficially Owned by such entity and by any such individual or estate, whether by acting as an offi- cer, 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.
Sample 1Sample 2
Xxxxxxx Stockholder means, collectively, Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxx X. Hercot, the Xxxxxxx Children’s Trust, the Xxxxxxx Group LLC, the Xxxxxxx Xxxxxxx Family Foundation, Bayswater Ventures, LP, and any Affiliate of any of the foregoing that hereinafter acquires any Shares and their respective permitted successors and assigns.
Sample 1Sample 2
Xxxxxxx Stockholder has the meaning set forth in the Preamble.
Sample 1

Examples of Xxxxxxx Stockholder in a sentence

  • At least 30 days prior to the Closing Date, the WP Partners shall deliver to Xxxxxxx a list of names and addresses of those persons who were, in the WP Partners' reasonable judgment, at the record date for the Xxxxxxx Stockholder Meeting, Affiliates of the WP Partners and WP LLC and who will receive any securities in any of the transactions contemplated hereby.

  • Xxxxxxx and the WP Partners shall cooperate and promptly prepare and file with the SEC as soon as practicable a Registration Statement on Form S-4 (the "Form S-4") under the Securities Act, with respect to the Newco Common Stock issuable in the Reorganization, a portion of which Registration Statement shall also serve as the proxy statement with respect to the Xxxxxxx Stockholder Meeting (the "Proxy Statement/Prospectus").

  • The parties shall share equally and shall be equally responsible for the payment of all costs and expenses, including legal fees and expenses, whether incurred by the Phoenix Stockholder or the Xxxxxxx Stockholder (but excluding expenses paid by third parties), in connection with the preparation of this Agreement.

  • The Rights Agreement provides that, as defined therein, the term "Acquiring Person" shall not include any Xxxxxxx Stockholder.

  • Xxxxxxx [Stockholder Tender Agreement] SCHEDULE I Ownership of Shares ------------------- Name and Address of Stockholder Number of Shares (on a fully diluted basis) ------------------------------- ------------------------------------------- Name: Xxxxxxx X.

  • Xxxxxxx, Stockholder ____________________________________ ____________________________________ Xxxx X.

  • Such additional consideration shall be distributed to the Xxxxxxx Stockholders or their designees in proportion to the ownership of Company Common Stock by each Xxxxxxx Stockholder as determined immediately prior to the Merger.

  • The Phoenix Stockholder or the Xxxxxxx Stockholder, as applicable (the “Selling Stockholder”) may offer all but not less than all of its Shares (the “Offered Shares”) in the Company to the other Stockholders (the “Non-Selling Stockholders”), at a price, and on the terms and conditions, specified in the notice (the “Offer Notice”) to the Non-Selling Stockholders at any time (but not more than once in any 12-month period) following the Lock-Up Period.

  • The rights and obligations of the parties under this Agreement shall terminate at such time as either the Phoenix Stockholder or the Xxxxxxx Stockholder and their permitted successors and assigns, hold in the aggregate less than 25% of the Shares set forth on Schedule I.

  • Xxxxxxx Stockholder Dated: October __, 1999 --------------------------------- /s/ Xxxxxxx X.

Related to Xxxxxxx Stockholder

  • 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).

  • 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.

  • 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.

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

  • Major Stockholder means any such Person.

  • 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).

  • Stockholder means, with respect to any Person, each holder of Stock of such Person.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • 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.

  • Company Shareholder means a holder of one or more Company Shares;

  • Founder means, in respect of an issuer, a person who,

  • Management Stockholder shall have the meaning set forth in the introductory paragraph.

  • Greater Than 10% Stockholder means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).

  • Preferred Shareholder means any holder of Preferred Shares.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

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

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

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

  • Parent Stockholders means the holders of Parent Common Stock.

  • 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.

  • Common Stockholders means holders of shares of Common Stock.

  • 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 any class 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.