Disqualified Holders definition

Disqualified Holders shall have the meaning provided in Section 1109.
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Disqualified Holders means Parent and its affiliates. The Company shall, through the Company Board and in the Proxy Statement, recommend to its stockholders that they give each of the Company Stockholder Approval and the Unaffiliated Stockholders Approval, except to the extent that the Company Board shall have withdrawn or modified its recommendation of this Agreement or the Merger as permitted by Section 5.02(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(b) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal or (ii) the withdrawal or modification by the Company Board of its approval or recommendation of this Agreement or the Merger.
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Disqualified Holders means (a) those Persons identified by the Issuer to the Agent and the Holders in writing on or prior to the Closing Date (as such list may be updated from time to time after the Closing Date with the consent of the Requisite Holders), (b) any Competitor of the Parent or any of its Subsidiaries separately identified by the Issuer to the Agent and the Holders in writing from time to time, (c)(i) any reasonably known Affiliates of the Persons referred to in clause (a) and clause (b) of this definition, readily identifiable by their names, and (ii) any other Affiliates of such Persons designated in writing by the Issuer to the Agent and the Holders from time to time, and (d) such other Persons as may be agreed to by the Requisite Holders and identified by the Issuer to the Agent and the Holders in writing from time to time.
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Examples of Disqualified Holders in a sentence

  • The list of Disqualified Holders shall be made available to any Holder upon request to the Agent.

  • REGULATORY REQUIREMENTS 59 Section 15.1. Applicable Regulatory Authority and CCC Regulation 59 Section 15.2. Additional Applicable Regulatory Authority Regulation 60 Section 15.3. Disqualified Holders 60 ARTICLE XVI.

  • If such Member is unable to timely undertake such actions necessary or appropriate for it to no longer be treated as a Disqualified Holder, the Company or, at the Manager's option the other Member(s), shall purchase the Disqualified Holder's Units.

  • The redemption price of the shares to be redeemed pursuant to this Section 4.6.1 shall be determined by the Board of Directors and shall be equal to the Fair Market Value (as defined herein) of such shares or, if such shares were purchased by one or more Disqualified Holders (as defined herein) within one year of the Redemption Date (as defined herein), the greater of (i) the Fair Market Value of such shares and (ii) the purchase price paid by such Disqualified Holder for such shares.

  • Notwithstanding anything to the contrary contained herein, the Agent shall not have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to, Disqualified Holders.

  • If fewer than all shares held by Disqualified Holders are to be redeemed, the shares to be redeemed shall be selected in such manner as shall be determined by the Board of Directors, which may include selection first of the most recently purchased shares thereof, selection by lot or selection in any other manner determined by the Board of Directors.


More Definitions of Disqualified Holders

Disqualified Holders means (a) those Persons identified by the Issuer to the Agent and Holders in writing on or prior to the Closing Date and (b) such other Persons as may be agreed to by the Holders.
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