Prospective Selling Investor definition

Prospective Selling Investor shall have the meaning set forth in Section 4.1 and 4.2.
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Prospective Selling Investor shall have the meaning set forth in Sections 3.1, 3.2, 3.3 and 3.4. -51-
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Prospective Selling Investor has the meaning set forth in Section 4.1 and 4.2. “Public Offering” means a public offering and sale of Common Stock for cash pursuant to an effective registration statement under the Securities Act. “Qualified Public Offering” means a Public Offering (other than any Public Offering or sale pursuant to a registration statement on Form S-8 or comparable form), in which the aggregate price to the public of all such common stock sold in such offering shall exceed $75,000,000. - 37 - “Regulation D” means Regulation D under the Securities Act (or any successor provision). “Rule 144” means Rule 144 under the Securities Act (or any successor provision). “Sale” means a Transfer for value; and “Sell” and “Sold” shall each have a correlative meaning. “Significant Disposition” means any Sale of significant assets of the Company or any of its Subsidiaries, whether structured as (i) a sale of any direct or indirect Subsidiary, (ii) a sale of assets constituting a business division or (iii) any other direct or indirect sale of significant assets of the Company or any of its Subsidiaries, in each case, to any Person (or group of Persons acting in concert) other than the Lead Investors and their Affiliates. “Securities Act” means the Securities Act of 1933, as in effect from time to time. “Shares” means (i) any and all shares of securities of the Company, securities of the Company convertible into, or exchangeable or exercisable for, such shares, and options, warrants or other rights to acquire such shares, including all Lead Investor Shares, Co-Investor Shares and Management Shares and (ii) any equity securities issued or issuable directly or indirectly with respect to the shares referred to in clause (i) above by way of equity distribution or equity split or in connection with a combination of equity, recapitalization, merger, consolidation, reorganization or other transaction. “SL Directors” has the meaning set forth in Section 2.1. “Stockholders” has the meaning set forth in the Preamble. “Subject Securities” has the meaning set forth in Section 5. “Subsidiary” shall mean any Person in which the Company owns, directly or indirectly, stock or other shares or interests possessing fifty percent (50%) or more of the total combined voting power of such Person or otherwise has the power to direct the management and policies of such Person, whether through ownership of shares, by contract or otherwise. “Tag Along Holder” has the meaning set forth in Section 4.1.1. “Tag Along...
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Examples of Prospective Selling Investor in a sentence

  • Subject to the foregoing, if the Prospective Selling Investor accepts an offer, the Prospective Selling Investor shall be bound and obligated to Transfer, and the applicable offeror shall be bound and obligated to purchase, the Offered Shares for a purchase price equal to the offer price, payable in cash.

  • Such option shall be exercised by delivery by such Significant Investor of written notice to the Prospective Selling Investor and the Company setting forth the principal terms and conditions of the Significant Investor’s offer to purchase the Offered Shares, including (i) the cash price per Share at which such Significant Investor is willing to purchase the Offered Shares and (ii) the maximum number of Offered Shares such Significant Investor is willing to purchase (the “Investor Exercise Notice”).

  • If the Participating Sellers do not elect to sell the full number of Shares which they are entitled to sell pursuant to this Section 4.2.2, the Prospective Selling Investor shall be entitled to sell to the Prospective Buyer, according to the terms and conditions of the Transfer Notice, that number of its own Shares which equals the difference between the number of Shares desired to be purchased by the Prospective Buyer and the number of Shares the Participating Sellers sell pursuant to this Section 4.2.2.

  • The Prospective Selling Investor shall, prior to any such proposed Transfer, furnish a written notice of its desire to do so (the “Transfer Notice”) to the Company and each of the Significant Investors.

  • The Drag Along Sale Notice shall set forth the principal terms and conditions of the proposed Transfer insofar is it relates to the Shares, including (a) the number of Shares to be acquired from the Prospective Selling Investor, (b) the Drag Along Sale Percentage, (c) the per Share consideration to be received in the proposed Transfer, including the form of consideration (if other than cash), (d) the name and address of the Prospective Buyer and (e) if known, the proposed closing date.

  • The Prospective Selling Investor shall, in its sole and absolute discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Transfer and the terms and conditions thereof.

  • The closing of a Sale to which Sections 4.1 or 4.2 hereof apply will take place at such time and place as the Prospective Selling Investor specifies (in a Sale pursuant to Section 4.1 hereof) or the Majority Investors (in a Sale pursuant to Section 4.2 hereof) specify by notice to each Participating Seller.

  • All reasonable costs and expenses incurred by the Prospective Selling Investor or the Company in connection with any proposed Transfer pursuant to Section 4.1 or 4.2 (whether or not consummated), including all attorney’s fees and expenses, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions, shall be paid by the Company.

  • In the case of a failure of a type described in clause (b), the Prospective Selling Investor will have an additional 90 days beyond such 180th day in which to obtain any such approval and complete the proposed Transfer before the Tag Along Notice becomes null and void.

  • Subject to Section 4.1.4, to the extent one or more Tag Along Holders makes a Tag Along Offer in accordance with this Section 4.1.2, the number of Offered Shares that the Prospective Selling Investor may Transfer in the proposed Transfer will be correspondingly reduced.

Related to Prospective Selling Investor

  • Prospective Purchaser shall have the meaning set forth herein in Section 2.2(a).

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Prospective Buyer means any person or entity negotiating or offering to become an owner or lessee of residential real property by means of a transfer for value to which this Act applies.

  • prospective sale means a sale which is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • Selling Member has the meaning set forth in Section 10.5(a).

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

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

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

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

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Requesting Investor has the meaning set forth in Section 7.5 of the Indenture.

  • 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.

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

  • Investor is defined in the preamble to this Agreement.

  • Third Party Purchaser means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Common Stock or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Common Stock.

  • Anchor Investor means a Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the Red Xxxxxxx Prospectus and who has Bid for an amount of at least ₹100 million.

  • Sale Notice has the meaning set forth in Section 3.04(b).

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

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Selling Partner has the meaning set forth in Section 8.5.

  • Undersubscription Notice means written notice from an Investor notifying the Company and the selling Key Holder that such Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right of First Refusal or the Secondary Refusal Right.

  • Selling Stockholder Questionnaire shall have the meaning set forth in Section 3(a).

  • Transferring Member has the meaning set forth in Section 9.4.

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.