Material Stockholder definition

Material Stockholder means any Stockholder, or group of Stockholders acting together, holding as of the date hereof more than 2% of the Company Capital Stock on a fully diluted basis.
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Material Stockholder as of any given date, means, to the knowledge of the Company, any stockholder of the Company that, together with any such stockholder’s affiliates, holds Common Stock, Options and/or Convertible Securities (as defined below), which in the aggregate represent at least 5% of the outstanding Common Stock of the Company (as determined on an as-converted basis).
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Material Stockholder means any Person and its Affiliates that collectively beneficially own Stock or Stock Equivalents of a Loan Party in excess of 10% of all such outstanding Stock (on a fully diluted basis).
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Examples of Material Stockholder in a sentence

  • This Agreement is, and, upon execution and delivery by each Material Stockholder pursuant to the terms hereof, all other Transaction Documents required to be executed and delivered by such Material Stockholder pursuant hereto at Closing will be, valid and binding obligations of such Material Stockholder, enforceable against such Material Stockholder in accordance with their respective terms, subject to the effect, if any, of the Bankruptcy and Equity Exception.

  • There are no Claims or disputes of any nature or kind between the Company and any officer, director or employee of the Company or any Material Stockholder, or, to the Company’s knowledge, between any of them, relating to the Company and its business.

  • Each Material Stockholder (other than natural Persons) is duly organized, validly existing and in good standing under the Laws of its state of formation.

  • Each Material Stockholder party hereto hereby waives all rights to receive any notice required to be delivered to such Material Stockholder pursuant to the any Contract or agreement to which such Material Stockholder is a party in connection with the execution and delivery of this Agreement, any other Transaction Document or any of the Transactions.

  • The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Material Stockholder shall not terminate such appointment or the authority and agency of the Stockholders’ Representative.

  • Such Material Stockholder is the sole record owner of the shares of Common Stock, Preferred Stock, Company Options and/or Company Warrants set forth opposite such Stockholder’s name on Exhibit A attached hereto free and clear of any Encumbrances.

  • Each Material Stockholder agrees that he and his designees will keep confidential any confidential, proprietary, or secret information which such Material Stockholder may obtain from TCC, unless such information is known to the public.

  • Each Material Stockholder party hereto hereby waives any appraisal or dissenter rights with respect to his, her or its Shares under the DGCL.

  • No investigation by Ticketmaster, Merger Sub, or any of their Representatives and no receipt of information by Ticketmaster, Merger Sub or their Representatives shall operate as a waiver or otherwise affect any representations or warranty of the Company or any Material Stockholder or any covenant or other provision in this Agreement or any other Transaction Document.

  • The execution, delivery and performance of this Agreement and all other Transaction Documents to be executed and delivered by each Material Stockholder pursuant hereto, and the performance by such Material Stockholder of the Transactions contemplated to be performed by such Material Stockholder have been duly authorized by all necessary corporate and stockholder action of the Material Stockholder, if applicable.


More Definitions of Material Stockholder

Material Stockholder means (a) Xxxx Xxxxxxx and -------------------- each other Person or "group" of Persons (within the meaning of Section 13(d)(3) of the Exchange Act) who owns beneficially (as defined in Rule 13d-3 under the Exchange Act) five percent (5%) or more of the outstanding Common Stock of the Company and who has filed a report on Schedule 13D or Schedule 13G with the SEC with respect thereto.
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Material Stockholder means any Person that owns more than 5% of the outstanding equity securities of the Company.
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Related to Material Stockholder

  • Substantial Stockholder means any Participant who at the time of grant owns directly or is deemed to own by reason of the attribution rules set forth in Section 424(d) of the Code, Shares possessing more than 10% of the total combined voting power of all classes of stock of HSI.

  • Initial Stockholder means any beneficial owner of the Company’s unregistered securities.

  • 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.

  • substantial shareholder means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;

  • 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.

  • 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;

  • 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).

  • Major Stockholder means any such Person.

  • 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.

  • Company Shareholder means any holder of any Company Shares.

  • 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.

  • 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.

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

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

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

  • Stockholder has the meaning set forth in the preamble.

  • Initial Stockholders means the stockholders of Holdings who became -------------------- stockholders as of the Closing Date (including employees or directors of Holdings or any Subsidiary who were granted options to purchase stock as of the Closing Date) and any transferees of such stockholders described in clause (i) or (ii) in the definition of Approved Sale.

  • Majority Stockholder means any person that would be a “50-percent shareholder” (within the meaning of section 382(g)(4)(D) of the U.S. Tax Code) of Common Stock if such person claimed a Worthless Stock Deduction at any time on or after the Petition Date.

  • 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).

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • Preferred Shareholder means any holder of Preferred Shares.

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

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Constituent Holder means any shareholder, collective investment fund included within a Qualifying Fund (as defined in paragraph (D) below) or beneficial holder whose stock ownership is counted for the purposes of qualifying as holding the Proxy Access Request Required Shares (as defined in paragraph (D) below) or qualifying as an Eligible Shareholder (as defined in paragraph (D) below);

  • ² Shareholder means a person who owns shares in the company and is actively involved in the management of the company or business and exercises control over the company.