Exchanging Shareholder definition

Exchanging Shareholder has the meaning specified in the introduction.
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Exchanging Shareholder has the meaning ascribed thereto in Section 8.03(a).
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Exchanging Shareholder as defined in Clause 8.3;
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Examples of Exchanging Shareholder in a sentence

  • Each Exchanging Shareholder consents to the Company and Boulevard making a notation on its records and giving instructions to any registrar and transfer agent not to record any Transfer of securities of the Company and Boulevard held by such Exchanging Shareholder without first being notified by Boulevard that it is reasonably satisfied that such Transfer is exempt from, or not subject to, the registration requirements of the Securities Act.

  • The tax basis of the AFG Holdings Common Stock to an exchanging AFG or AFEI Shareholder ("Exchanging Shareholder") receiving solely AFG Holdings Common Stock will be the same as such Exchanging Shareholder's tax basis in the AFG or AFEI Common Stock surrendered.

  • The holding period of an Exchanging Shareholder in AFG Holdings Common Stock received in the AFG Reorganization or the AFEI Merger will include the period during which such Exchanging Shareholder held the AFG or AFEI Common Stock surrendered.

  • All Permitted Transferees shall be required as a condition to any such assignment or transfer, to become a party to this Agreement as an Exchanging Shareholder by executing a Joinder Agreement and the Company and Boulevard shall counter sign and deliver to such Permitted Transferee an executed Joinder Agreement promptly following receipt of a validly executed Joinder Agreement from such Permitted Transferee.

  • All Permitted Transferees shall be required as a condition to any such assignment or transfer, to become a party to this Agreement as an Exchanging Shareholder by executing a Joinder Agreement and Parent and the Company shall counter sign and deliver to such Permitted Transferee an executed Joinder Agreement promptly following receipt of a validly executed Joinder Agreement from such Permitted Transferee.

  • Upon issuance and registration by the Company of the Reciprocal Ordinary Shares pursuant to Section 2.2(b) above, on the relevant Exchange Date in connection with an exchange contemplated by an Exchange Notice which has not been revoked, the Exchanging Shareholder shall cease to be a holder of the portion of such shares of Boulevard Class B Common Stock being surrendered for exchange and shall have no further rights whatsoever with respect to such securities.

  • Each Exchanging Shareholder consents to the Parent and Company making a notation on its records and giving instructions to any registrar and transfer agent not to record any Transfer of securities of Parent and the Company held by such Exchanging Shareholder without first being notified by the Company that it is reasonably satisfied that such Transfer is exempt from, or not subject to, the registration requirements of the Securities Act.

  • Upon issuance and registration by Parent of the Reciprocal Ordinary Shares pursuant to Section 2.2(c) above, on the relevant Exchange Date in connection with an exchange contemplated by an Exchange Notice which has not been revoked, the Exchanging Shareholder shall cease to be a holder of the portion of such shares of Class F Common Stock being surrendered for exchange and shall have no further rights whatsoever with respect to such securities.

  • Following receipt by the Designated Recipient(s) of the Reciprocal Ordinary Shares, and provided there has been no revocation of the applicable Exchange Notice by the Exchanging Shareholder in advance of such receipt, the surrendered shares of Class F Common Stock shall be deemed cancelled by the Company.

  • An Exchanging Shareholder receiving both AFG Holdings Common Stock and cash in the AFEI Merger will generally have a tax basis in the AFG Holdings Common Stock equal to the tax basis in the AFEI Common Stock surrendered minus the cash received plus the gain recognized in the AFEI Merger.


More Definitions of Exchanging Shareholder

Exchanging Shareholder as defined in Clause 8.3 of the Share Transfer Agreement;
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Exchanging Shareholder means an Exchanging Class A Shareholder or an Exchanging Class A-1 Shareholder, as applicable. “Investments” shall have the meaning set forth in Section 10(c) of this Agreement. “Notice of Exchange” shall have the meaning as provided in the Company’s Bye-Laws. “Original Rights Agreement” shall have the meaning set forth in the recitals. “Participant” means, with respect to a Depositary, a Person who has an account with the Depositary. “Person” shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity. “Reserve” shall have the meaning set forth in Section 10(b) of this Agreement. “Rights Agent” shall have the meaning set forth in the recitals. “Securities Act” shall mean the Securities Act of 1933, as amended. “Special Dividend” shall have the meaning set forth in the recitals. “Specified Exchange Date” shall have the meaning as provided in the Company’s Bye- Laws. “Subject Class A-1 Shares” shall have the meaning set forth in the recitals. “Subject Class A Shares” shall have the meaning set forth in the recitals.
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Related to Exchanging Shareholder

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

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

  • Controlling Shareholder means any shareholder owning more than fifty

  • 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).

  • 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).

  • 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.

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

  • 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.

  • Major Stockholder means any such Person.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • 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.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Warrant Holder means the holder of a Call Warrant.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

  • Ordinary Shareholder means a holder of ordinary shares;

  • Significant Stockholder means Allied Irish Banks, p.l.c., a limited liability company incorporated under the laws of Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any successor thereto.

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

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

  • Class A Shareholder means a holder of Class A Shares;

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • 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.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Significant Shareholder means a person or company that has beneficial ownership of, or control or direction over, whether direct or indirect, or a combination of beneficial ownership of, and control or direction over, whether direct or indirect, securities of an issuer carrying more than 10 per cent of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution;

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.