Eligible Stockholder definition
Eligible Stockholder means a person who has either (A) been a record holder of shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 1.13(d) continuously for the required three-year period or (B) provides to the Secretary of the Corporation, within the time period referred to in Section 1.13(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.
Eligible Stockholder means one or more stockholders or beneficial owners that expressly elect at the time of the delivery of the Stockholder Notice to have a Stockholder Nominee included in the corporation’s proxy materials, (2) Own and have Owned (as defined in Section 1.11(iii) below) continuously for at least three (3) years as of the date of the Stockholder Notice, a number of shares that represents at least three percent (3%) of the outstanding shares entitled to vote as of the date of the Stockholder Notice (the “Required Shares”), and (3) satisfy such additional requirements as are set forth in these by-laws, including subsections (b) and (c) below.
Eligible Stockholder means a stockholder or beneficial owner or Stockholder Group (as defined in Section 2.5(iii)(c)(1)) that (A) Owns (as defined in 2.5(iii)(d)), as of the date of the Stockholder Notice and as of the date of the annual meeting of stockholders at which such Eligible Stockholder’s Stockholder Nominee is included in the Corporation’s proxy statement and form of proxy as a nominee to the board of directors, a number of shares that represents at least 3% of the outstanding shares of the Corporation entitled to vote in the election of directors (the “Required Shares”), (B) has Owned the Required Shares continuously for at least three (3) years as of the date of the Stockholder Notice and as of the date of the annual meeting of stockholders (the “Minimum Holding Period”) and (C) expressly elects at the time of the delivery of the Stockholders Notice to have one or more Stockholder Nominees included in the Corporation’s proxy materials pursuant to this Section 2.5(iii).
Examples of Eligible Stockholder in a sentence
In the event that any such proposed issuance is for a consideration other than cash, such Eligible Stockholder will be entitled to pay cash for each share or other unit, in lieu of such other consideration, in the amount determined in good faith by the Board of Directors of the Company to constitute the fair value of such consideration other than cash to be paid per share or other unit.
If any Eligible Stockholder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to SYS and the managing underwriter.
In the event the Company has not sold the Equity Equivalents, or entered into an agreement to sell the Equity Equivalents, within such 120 day period, the Company shall not thereafter issue or sell any Equity Equivalents without first offering such securities to each Eligible Stockholder in the manner provided in Section 2(a) hereof.
The Company grants to each Eligible Stockholder and each Eligible NextNet Stockholder a preemptive right to participate on a pro rata basis (calculated pursuant to Section 1.02(b) above) with any ▇▇▇▇▇ Entity in any recapitalization, reorganization, bankruptcy or similar transaction of the Company effected in such a manner that the preemptive rights granted pursuant to Section 1.01 do not apply (a "Restructuring").
At such time as (i) the CEO Termination Date has occurred or Diller becomes Disabled or (ii) the Diller Stockholder Group ceases ▇▇ ▇▇▇ its Eligible Stockholder Amou▇▇ ▇▇ Common Shares, Diller shall be required to sell his entire interest in the BDTV Ent▇▇▇▇▇ to Liberty (or Liberty's designee) at a price equal to the Diller Interest Purchase Price.
More Definitions of Eligible Stockholder
Eligible Stockholder means any Person who holds, together with its Affiliates, 5% or more of the Outstanding Voting Securities or Capital Stock into which any Outstanding Voting Securities may be converted.
Eligible Stockholder means a person who has either (A) been a record holder of the shares of Common Stock used to satisfy the eligibility requirements in Section 2.13(d) continuously for the required three-year period or (B) provides to the Secretary, within the time period referred to in Section 2.13(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries; provided, however, that any holder of Class Pilot MEC Junior Preferred Stock or Class IAM Junior Preferred Stock or any affiliate of such holder shall not qualify as an Eligible Stockholder.
Eligible Stockholder means a stockholder of the Corporation that, together with its Affiliates, has continuously held Beneficial Ownership and Economic Interest of not less than the Required Interest for at least one year preceding the Advance Notice Date, and that complies with all applicable provisions of these Bylaws; provided that for purposes of determining an Eligible Stockholder, the following shares shall be excluded: (a) shares sold by such person or any of its Affiliates in any transaction that has not been settled or closed (b) shares borrowed by such person or any of its Affiliates for any purposes or purchased by such person or any of its Affiliates pursuant to an agreement to resell or (c) shares subject to any option, warrant, forward contract, swap, contract of sale, other derivative, or similar agreement entered into by such person or any of its Affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation’s capital stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of: (1) reducing in any manner, to any extent or at any time in the future, such person’s or Affiliates’ full right to vote or direct the voting of any such shares and/or (2) hedging, offsetting, or altering to any
Eligible Stockholder means, as determined from time to time, a Stockholder who (i) is an “accredited investor” as such term is defined in Rule 501 of the Securities Act and (ii) holds in excess of %(1) of the then outstanding Stockholder Shares.
Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 7(d) continuously for the required three-year period or (2)
Eligible Stockholder means each Stockholder holding at least 1% of the outstanding capital stock of the Company, on a fully diluted basis.
Eligible Stockholder means a Stockholder or group of no more than twenty Stockholders (counting as one Stockholder, for this purpose, any two or more funds that are part of the same Qualifying Fund Group) that (A) has Owned continuously for at least three years (the “Minimum Holding Period”) a number of shares of stock of the Corporation that represents at least three percent of the outstanding shares of each class of stock of the Corporation entitled to vote as of the date the Nomination Notice is delivered to or mailed and received by the Secretary in accordance with this Section (“Required Shares”), (B) continues to own the Required Shares through the date of the annual meeting, and (C) satisfies all other requirements of, and complies with all applicable procedures set forth in, this Section, including, providing evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries. No shares may be attributed to more than one Eligible Stockholder. A “Qualifying Fund Group” is a group of two or more funds that are (1) under common management and investment control, (2) under common management and funded primarily by the same employer or (3) a “family of investment companies” or “group of investment companies” as such terms are defined the Investment Company Act of 1940, as amended. Whenever the Eligible Stockholder consists of a group of Stockholders (including a group of funds that are part of the same Qualifying Fund Group), (I) each provision in this Section that requires the Eligible Stockholder to provide any written statements, representations, undertakings, agreements or other instruments or to meet any other conditions shall be deemed to require each stockholder (including each individual fund) that is a member of such group to provide such statements, representations, undertakings, agreements or other instruments and to meet such other conditions (except that the members of such group may aggregate the shares that each member has owned continuously for the Minimum Holding Period in order to meet the three percent ownership requirement of the “Required Shares” definition), and (II) a breach of any obligation, agreement or representation under this Section by any member of such group shall be deemed a breach by the Eligible Stockholder. No person may be a member of more than one group of Stockholders constituting an Eligible Stockholder with respect to any annual meeting, and if any stockholder appears as a member of m...