Material Stockholder definition
Examples of Material Stockholder in a sentence
BIL Securities and ▇▇▇▇▇ collectively shall be considered a Material Stockholder entitled to nominate one (1) director for election to the Company's Board of Directors for so long as BIL Securities and ▇▇▇▇▇ collectively beneficially own 5.0% or more of the Company's outstanding Common Stock following the consummation of the Public Offering.
The Company has no Knowledge of any notice or threat to terminate any such Material Contracts by any Person, including any Affiliate of a Material Stockholder, and neither the Company or any Subsidiary is contemplating terminating such Material Contracts.
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.
The Reserve Amount shall be held by the Stockholders’ Representative and each Material Stockholder shall be entitled to his, her or its pro-rata portion of the Reserve Amount when the Reserve Amount is distributed.
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.
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.
No assets, properties or rights used, held for use or intended for use in the Business as currently conducted are owned or licensed by any Person (including any Material Stockholder or any Affiliate thereof), other than the Company and the Subsidiaries.
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.
For purposes of this Agreement, "Material Stockholder" means (a) ▇▇▇▇ ▇▇▇▇▇▇▇ 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.