Smith Family Group definition

Smith Family Group means the group of persons party xx xxe Smith-Lurie/Marks Stockholder Agreement dated as of Dxxxxxxx 29, 1986, as amended (whether or not such agreement is terminated) and the progeny of each such person.
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Smith Family Group means (i) the parties to the Smith-Lxxxx/Marks Family Stockholders' Agreement, dated as of Septembex 1, 1999 (as amended, supplemented, or otherwise modified from time to time, provided that a primary purpose of any such amendment, supplement or modification is not to circumvent the purposes of this Agreement, the "Stockholders' Agreement"), any Person who is described in any of clauses (i) through (v) (other than clause (i)(C)) of Section 4 of the Stockholders' Agreement and Harcourt General, Inc. and its subsidiaries, so long as Harcourt General, Inc. is an Affiliate of any party to the Stockholders' Agreement (collectively, the "Smith Holders") or (ii) any other Person, to the extent such Xxxxxn would be deemed to be the Beneficial Owner of Common Stock beneficially owned by a Smith Holder, solely by reason of such Person's status as an Xxxxxiate or Associate of a Smith Holder or any other Person on the date of this Agreemenx.
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Smith Family Group means the group of Persons party to the Stockholxxxx Agreement dated as of September 1, 1999 (whether or not such agreement is terminated) and the progeny of each such Person that is a natural Person.
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Examples of Smith Family Group in a sentence

  • Collectively, the shares of Class B Stock held by the Smith Family Group, along with the Common Shares held by the Smith Family Group which the Smith Family Group has agreed to tender, represent approximately 27.3% of the outstanding Common Shares and shares of Class B Stock and approximately 25.8% of the Common Shares on a fully diluted basis.

  • The Company's advisors also stated that the commitments of the Smith Family Group in the Stockholder Agreement surviving the termination of the Merger Agreement was problematic from the perspective of both the Smith Family Group and the Company.

  • In addition, Reed Elsevier proposed that members of the Smith Family Group sign a Stockholder Agreement committing them to tender their shares in the Offer and vote against all other transactions until one year after the termination of the Merger Agreement.

  • Lurie, a director of the Company, and/or other members of their families and various family corporations, trusts and charitable foundations (the "Smith Family Group") (each, a "Stockholder").

  • Lurie, a director of the Company, and other members of their families and various family corporations, trusts and charitable foundations (the "Smith Family Group") (each, a "Stockholder"), have collectively agreed to convert all of their shares of the Class B Stock (19,955,998 shares as of October 20, 2000) into Common Shares and tender such shares in the Offer.

  • Goldman, Sachs & Co. ("Goldman Sachs"), financial advisor to the Company, has delivered to the Company Board its opinion dated October 27, 2000 (the "Financial Advisor Opinion"), to the effect that, as of such date, and based on and subject to the matters stated in such opinion, the $59.00 per Common Share in cash to be received by holders of Common Shares (other than members of the Smith Family Group as defined below) in the Offer and the Merger is fair from a financial point of view to such holders.

  • The general habitat requirements for lesser horseshoe bats are important for many other bat species with a dependency on well-connected broadleafwoodland (Bontadina et al.

  • On October 24, 2000, representatives of Reed Elsevier were contacted by representatives of Goldman Sachs to inform them that a meeting of the Smith Family Group had been scheduled for the evening of October 25, 2000 to discuss the proposals from Reed Elsevier and the other bidder and that a meeting of the Board of Directors had been scheduled for the following day.

  • Reed Elsevier, Purchaser and the Smith Family Group have agreed to vote their Shares in favor of the approval and adoption of the Merger Agreement.

  • After its presentation, Goldman Sachs delivered its oral opinion, subsequently confirmed in writing (the "Financial Advisor Opinion"), that as of such date, and subject to the assumptions made, matters considered and limitations on the review undertaken, the $59.00 per share proposed to be received by the holders of Common Shares (other than members of the Smith Family Group) pursuant to the Offer and the Merger was fair from a financial point of view to such holders.

Related to Smith Family Group

  • Family Group means with respect to any individual, such individual’s current or former spouse, their respective parents, descendants of such parents (whether natural or adopted) and the spouses of such descendants, any trust, limited partnership, corporation or limited liability company established solely for the benefit of such individual or such individual’s current or former spouse, their respective parents, descendants of such parents (whether natural or adopted) or the spouses of such descendants.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Investor Group means the Sponsor and its affiliates, successors and assigns.

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

  • Foster family home means a private home in which children are placed for foster family care under supervision of the cabinet or a licensed child-placing agency;

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • MNE Group means any Group that (i) includes two or more enterprises the tax residences of which are in different jurisdictions, or includes an enterprise that is resident for tax purposes in one jurisdiction and is subject to tax with respect to the business carried out through a permanent establishment in another jurisdiction, and (ii) is not an Excluded MNE Group;

  • Holder Group means the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. Anything herein to the contrary, any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Sponsor Group means the Sponsors and the Sponsor Related Parties.

  • Permitted Holder Group shall have the meaning assigned to such term in the definition of “Permitted Holders.”

  • Investor Affiliate means (i) the Investor or any of his immediate family members, and any such persons’ respective Affiliates and direct and indirect Subsidiaries, (ii) any sponsor, limited partnerships or entities managed or controlled by the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries, (iii) any trust of the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries or any trust in respect of which any such persons is a trustee, (iv) any partnership of which the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries is a partner that is managed or controlled by the Investor, any of his immediate family or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, and (v) any trust, fund or other entity which is managed by, or is under the control of, the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, but excluding the Issuer or any of its Subsidiaries.

  • Multi-Family means a single residential connection to the public water system’s distribution system from which two or more separate dwelling units are supplied water.

  • 13D Group means any group of persons formed for the purpose of acquiring, holding, voting or disposing of Voting Securities which would be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D with the Securities and Exchange Commission as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned sufficient securities to require such a filing under the Exchange Act.

  • Wholly-Owned Affiliate has the meaning specified in Rule 2 of Regulation RR.

  • Management Stockholders means the members of management of Holdings or any of its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.

  • Control Investment Affiliate as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

  • DBS Group means any of DBS’s subsidiaries, DBS’s holding company and any subsidiaries of DBS’s holding company;

  • Controlled Affiliate means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

  • young person means a person who falls within the definition of qualifying young person in section 142 of the SSCBA.

  • Group of Shareholders means the group of persons: (i) bound by contracts or agreements of any nature, including shareholders’ agreements, either directly or by means of controlled or controlling companies or companies under common control; or (ii) among which there is a controlling relationship; or (iii) that are under common control; or (iv) that act in the representation of a common interest. Examples of persons representing a common interest include: (a) a person holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of another person; and (b) two persons having a third investor in common that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) in the capital stock of each of the two persons. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universality of rights, or any other forms of organization or enterprise, organized in Brazil or outside Brazil, shall be deemed members of one Group of Shareholders whenever two or more such entities: (y) are managed by one single legal entity or related parties of one single legal entity; or (z) have most of their directors and executive officers in common, but in the case of investment funds with a common manager, only such entities in which the determination of the vote to be held at a Shareholders’ Meetings, as determined by the respective statutes, is in the manager’s sole discretion, shall be deemed as part of the Group of Shareholders;

  • 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.”

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

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

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Savings and Loan Holding Company means a company registered as such with the Office of Thrift Supervision pursuant to 12 U.S.C. §1467(a) and the regulations of the Office of Thrift Supervision promulgated thereunder.

  • Controlled Affiliates means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, has Majority Control of or is Majority Controlled by or is under common Majority Control with the Person specified.