Non-Affiliated Shareholders definition

Non-Affiliated Shareholders means holders of Equity Securities of an Offeree Issuer, other than a holder who (a) is the Offeror, Offeree Issuer, any of their Affiliates, and any Person Acting Jointly or in Concert with the Offeror or Offeree Issuer; (b) is a present or former officer, director, or, within the last 12 months, employee of the Offeror or Offeree Issuer, their Affiliates, or any Person Acting Jointly or in Concert with the Offeror or Offeree Issuer; and (c) owns, together with his or her Affiliates, 5% or more of the equity interest in the Offeror, Offeree Issuer, any of their Affiliates, or any Person Acting Jointly or in Concert with the Offeror or Offeree Issuer.

Examples of Non-Affiliated Shareholders in a sentence

  • Immediately following the closing of the Share Acquisition and the Other Share Acquisition, there will be 2,644,500 shares of Common Stock issued and outstanding, of which (i) the Purchaser shall own 2,264,000 shares of Common Stock (constituting approximately 85.6% of the issued and outstanding Common Stock), and (ii) Non-Affiliated Shareholders will own in the aggregate 380,500 shares of Common Stock (constituting approximately 14.4% of the issued and outstanding shares of Common Stock).