Closing Stockholder Consent means the approval of the holders of 90% of the outstanding shares of Company Capital Stock entitled to vote on this Agreement and the Merger.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Existing Stockholders means the WCAS Securityholders and their Affiliates.
Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”
Second Closing has the meaning set forth in Section 2.2.
Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.
Company Stockholders means the holders of shares of Company Capital Stock.
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.
Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.
Parent Stockholders means the holders of the outstanding Parent Shares.
Closing Merger Consideration has the meaning set forth in Section 2.02
Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Initial Shareholder means any beneficial owner of the Company’s unregistered securities.
Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;
Company Shareholder means a holder of one or more Company Shares;
Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional 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 Additional Registration Statement.
Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.
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.
Stockholder Representative 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.
unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
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.
Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.