Prospective Selling Shareholder definition

Prospective Selling Shareholder means:
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Prospective Selling Shareholder means any single Common Shareholder, or group of Common Shareholders that are Affiliates, that beneficially owns 45% of the issued and
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Prospective Selling Shareholder shall have the meaning set forth in Sections 2.1, 3.1 and 3.2.
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Examples of Prospective Selling Shareholder in a sentence

  • The Prospective Selling Shareholder shall, prior to any such proposed Transfer, deliver a written notice (the “Tag Along Notice”) to each Co-Investor (each such Co-Investor, a “Tag Along Holder”).

  • In connection with a proposed Sale to which Section 4.1 applies, each Prospective Selling Shareholder agrees that it shall not enter into any agreement or take any action, the principal purpose of which is to discourage or prevent a particular Tag Along Holder from exercising such Tag Along Holder’s Tag Along rights pursuant to this Section 4.1.

  • The Prospective Selling Shareholder shall attempt to obtain the inclusion in the proposed Sale of the entire number of Shares which each of the Tag Along Sellers requested to have included in the Sale (as evidenced in the case of the Prospective Selling Shareholder by the Tag Along Notice and in the case of each Participating Seller by such Participating Seller’s Tag Along Offer).

  • The Majority Sponsors, in the case of a proposed Sale pursuant to Section 4.2, or the Prospective Selling Shareholder, in the case of a proposed Sale pursuant to Section 4.1, shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale and the terms and conditions thereof.

  • The Prospective Selling Shareholder or Initial Principal Shareholder or any Affiliate of such Persons shall not have any liability to any other Shareholder or the Company arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Sale.

  • The Prospective Selling Shareholder or Initial Principal Shareholder shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Sale in Sections 4.1, 4.2 or 4.3 and the terms and conditions thereof.

  • The Prospective Selling Shareholder shall, prior to any such proposed Transfer, deliver a written notice (the “Tag Along Notice”) to each other Shareholder (each such Shareholder, a “Tag Along Holder”).

  • If the Prospective Selling Shareholder wishes to exercise the drag-along rights contained in this Section 4.3, then the Prospective Selling Shareholder shall deliver a written notice (the “Drag Along Notice”) to each other Shareholder at least ten (10) Business Days prior to the consummation of the Change in Control transaction.

  • The Drag Along Notice shall set forth the principal terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Shareholder, (b) the Drag Along Sale Percentage for each class, (c) the consideration to be received in the proposed Sale for each class, (d) the name and address of the Prospective Buyer and (e) if known, the proposed Transfer date.

  • In the event the Prospective Selling Shareholder fails to deliver the Acceptance Notice within the specified time period when the aggregate number of Shares offered to be purchased by the Company and the First Refusal Purchasers is less than the number of Subject Shares, the Prospective Selling Shareholder shall be deemed to have decided not to Sell the Subject Shares to the Company and the First Refusal Purchasers.

Related to Prospective Selling Shareholder

  • 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.

  • 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.

  • 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.

  • Controlling Shareholder means any shareholder owning more than fifty

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

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

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

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

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Company Shareholder means a holder of one or more Company Shares;

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

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

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • 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.”

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Major Shareholder means a shareholder who directly or indirectly holds 10% or more of the voting rights.

  • 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 Partner has the meaning set forth in Section 8.5.

  • 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.

  • Major Stockholder means any such Person.

  • Founder means, in respect of an issuer, a person who,

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Principal Shareholders means, collectively, Wxxxxxx Xxxxxx, Jxxx Xxxxxx and Dxxxx Xxxxxx.

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.