Offeree Stockholders definition

Offeree Stockholders shall have the meaning ascribed to it in Section 2.4.1.
Offeree Stockholders has the meaning assigned to such term in Section 3.2(a).
Offeree Stockholders has the meaning set forth in Section 6(a).

Examples of Offeree Stockholders in a sentence

  • Any Offered Securities not elected to be purchased by the end of the Holder Option Period will be re-offered for a five-day period by the Transferring Stockholder to the Offeree Stockholders who have elected to purchase their full pro-rata portion of the Offered Securities; if such Offeree Stockholders collectively subscribe for more than the available Offered Securities, such Offered Securities will be allocated on a pro-rata basis.

  • Notwithstanding the fact that the compensation offered by the Proposed Transferee has an in-kind component (as discussed below), all purchases of Offered Securities by the Offeree Stockholders shall be made in cash, by certified check or wire transfer of immediately available funds.

  • A sale to a Proposed Transferee pursuant to Section 2.4 shall only be consummated if the Proposed Transferee shall purchase, within 120 days of the date of the Sale Notice, concurrently with and on the same terms and conditions and at the same price as the Offer Shares, all of each Offeree Stockholder's Tag-Along Shares with respect to such sale, in accordance with their elections pursuant to Section 2.4.2 (the "Tag-Along Right").

  • Under no circumstance shall any Offering Stockholder be required to consummate a sale to any Offeree Stockholder unless and until all Offered Securities have been subscribed by a Notice(s) of Acceptance from one or more Offeree Stockholders which are able to consummate their respective purchases within the Closing Period, or any permitted extension thereof.

  • If all of the Offered Securities have been subscribed by a Notice(s) of Acceptance by the Acceptance Date, then the Offeree Stockholders who have so accepted the Offer shall have 30 calendar days after the Acceptance Date in which to consummate the purchase (the "Closing Period").

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  • If the compensation offered by the Proposed Transferee has an in-kind component, then the Offering Stockholder shall submit an appraisal of the cash value of such in-kind component (which may be prepared by the Offering Stockholder or by a third party, at the Offering Stockholder's election) to the Offeree Stockholders with the Offer Notice.

  • Upon delivery of the Offering Notice, the offer made therein to the Offeree Stockholders shall be irrevocable unless and until the first offer rights provided for therein shall have been waived or shall have expired in accordance with this Agreement.

  • Such Offeree Stockholders may then elect, by notice to the Selling Stockholder given within 30 days after receipt of such notice, to purchase additional Shares from the Selling Stockholder on a pro rata basis or on such other basis as is agreed among them, so that all of the Shares proposed to be sold by the Selling Stockholder will be purchased by Offeree Stockholders.

  • If the Offeree Stockholders as a group elect to purchase less than all of the Shares proposed to be Transferred by the Selling Stockholder, the Selling Stockholder will give notice of such fact to the Offeree Stockholders who elected to purchase Shares.


More Definitions of Offeree Stockholders

Offeree Stockholders has the meaning set forth in (S)3.3(a). --------------------
Offeree Stockholders shall have the meaning set forth in Section 7(a).

Related to Offeree Stockholders

  • 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 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Transferring Shareholder has the meaning set out in Section 6.1;

  • Parent Stockholders means the holders of the outstanding Parent Shares.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Offeree means an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

  • Common Stockholders means holders of shares of Common Stock.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Offer Shares shall have the meaning ascribed to it in Section 2.4.1.

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Offerees has the meaning set forth in Section 5.4(a).

  • 10% Shareholder means a person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company. Indirect ownership of stock shall be determined in accordance with Code Section 424(d).

  • 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.

  • Major Stockholder means any such Person.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.