Board Observer Threshold Shareholding definition

Board Observer Threshold Shareholding means (a) during the first twelve months after the date of the Original Agreement, nil; provided that Priceline or its Subsidiaries or Affiliates have not transferred to any third party all or any portion of the Note or the ADSs acquired through a full conversion of the Note pursuant to the terms of the Note Purchase Agreement and the Note, as the case may be (nor, in the event the Note has been converted in part but not in whole, all or any portion of the ADSs into which the Note was converted) or (b) at all other times, the holding of at least 6,808,878 ADSs (representing 1,702,219.5 Ordinary Shares), including, for the purposes of this definition, the ADSs into which the Note may be converted, in each case subject to adjustment for any stock split, stock dividend, recapitalization, reclassification or similar transaction of the Company (or of the depositary for the ADSs) made in respect of any ADSs.
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Board Observer Threshold Shareholding means the holding of at least 18,413,000 ADSs (representing 2,301,625 Ordinary Shares, after giving effect to the ADS split, effective December 1, 2015), including, for the purposes of this definition, the ADSs into which the Notes may be converted, in each case subject to adjustment for any stock split, stock dividend, recapitalization, reclassification or similar transaction of the Company (or of the depositary for the ADSs) made in respect of any ADSs.
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Board Observer Threshold Shareholding means (a) during the first twelve months after the date of the Original Agreement, nil; provided that Priceline or its Subsidiaries or Affiliates have not transferred to any third party all or any portion of the Notes or the ADSs acquired through a full conversion of the Notes pursuant to the terms of the applicable Note Purchase Agreement and the applicable Note, as the case may be (nor, in the event one or both of
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More Definitions of Board Observer Threshold Shareholding

Board Observer Threshold Shareholding means (a) during the first twelve months after the date of the Original Agreement, nil; provided that Priceline or its Subsidiaries or Affiliates have not transferred to any third party all or any portion of the Notes or the ADSs acquired through a full conversion of the Notes pursuant to the terms of the applicable Note Purchase Agreement and the applicable Note, as the case may be (nor, in the event one or both of
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Related to Board Observer Threshold Shareholding

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Board Observer has the meaning as set forth in Section 6.11.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • 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).

  • Minimum Holding means the minimum number or value of Shares which must be held by Shareholders as specified in the relevant Supplement.

  • Independent Shareholders means holders of Voting Shares, other than:

  • Controlling shareholding means not less than 51% of the voting rights or paid up share capital in the Company/Consortium.

  • Existing Shareholders has the meaning set forth in the preamble.

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

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Common Stockholders means holders of shares of Common Stock.

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • Ownership Threshold has the meaning specified in Section 2.1(a).

  • 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.

  • 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.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • Ordinary Shareholders means holders of Ordinary Shares;

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

  • Common Shareholders means the holders of the Common Shares.

  • Disinterested Shareholder means a shareholder that is not an Insider to whom options may be granted under the Plan and they are not an Associate of any Insider.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • 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.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • Permitted Holders means, at any time, each of (i) the Sponsors, (ii) the Management Group, (iii) any Person that has no material assets other than the Capital Stock of the Issuer and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of the Issuer, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than any of the other Permitted Holders specified in clauses (i) and (ii) above, holds more than 50% of the total voting power of the Voting Stock thereof and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any of the Permitted Holders specified in clauses (i) and (ii) above and that, directly or indirectly, hold or acquire beneficial ownership of the Voting Stock of the Issuer (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no Person or other “group” (other than the Permitted Holders specified in clauses (i) and (ii) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held by the Permitted Holder Group. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

  • Defaulting Shareholder has the meaning set out in clause 16.7;

  • Preferred Shareholders means the holders of Preferred Shares.