Stockholder Group definition

Stockholder Group means one or more of the Diller Stockholder Group and the Liberty Stockholder Group. For purposes of this Agreement, (i) prior to the time that Liberty acquires Diller's interest in a BDTV Entity, each BDTV Entity shall be deemed to be a member of the Liberty Stockholder Group except as otherwise expressly set forth herein and (ii) a Stockholder's Permitted Designee shall be deemed to be a member of the designating Stockholder's Stockholder Group (other than for purposes of Section 4.1(a)(w)).

Stockholder Group means any of (a) the JWC Holders taken as a group or (b) the Management Holders taken as a group. The Company shall not in any case be deemed to be a member of any Stockholder Group (whether or not the Company holds or repurchases any Common Stock Equivalents).

Stockholder Group means (a) in respect of Liberty, the Liberty Stockholder Group (as defined in the Stockholders Agreement) and (b) in respect of Mr. Diller, the Diller Stockholder Group (as defined in the Stockholders Agreement).

Examples of Stockholder Group in a sentence

• Without the prior written consent of Liberty, Diller shall not Transfer any interest in a BDTV Entity (other than to Liberty or, subject to Liberty's reasonable consent, a member of the Diller Stockholder Group).

• Two or more funds that are (A) under common management and investment control, (B) under common management and funded primarily by the same employer or (C) a “group of investment companies” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one stockholder or beneficial owner for purposes of determining a Stockholder Group.

• The Company shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result in, any Principal Stockholder Group entity being deprived of the rights contemplated by this Agreement.

• Prior to effecting any Transfer of Company Class B Stock other than to a member of such transferring Stockholder’s Stockholder Group, the transferring Stockholder shall deliver written notice to the Company, which shall deliver such notice to the Board of Directors of the Company, which notice shall specify (i) the Person to whom the transferring Stockholder proposes to make such Transfer and (ii) the number or amount of the shares of Company Class B Stock to be Transferred.

• This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) except as provided in Section 3.2 with respect to any individual associated with the Principal Stockholder Group, is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

More Definitions of Stockholder Group

Stockholder Group means, to the extent such group is deemed to be a “person” under Section 13(d) of the Exchange Act, collectively, but not individually, J. Mike Walker, Larry E. Reimert, Reimert Family Partners, Ltd., Gary D. Smith and Four Smith’s Company, Ltd.

Stockholder Group means, collectively, Group Owner and each of its directly or indirectly wholly owned subsidiaries.

Stockholder Group means the Stockholders collectively; provided, however, that any action or election permitted to be taken by the Stockholder Group shall be deemed taken if approved by members of the Stockholder Group beneficially owning a majority of the Shares beneficially owned by all members of the Stockholder Group.

Stockholder Group means any of (a) the JWC Holders taken as a group or (b) the Management Holders taken as a group. The Company shall not in any case be deemed to be a member of any Stockholder Group (whether or not the Company holds or repurchases any Common Stock Equivalents). "Subject Securities" shall mean any Common Stock or Vested Options now or hereafter held by any Stockholder. "Subsidiary" with respect to any Person (the "parent") shall mean any Person of which such parent, at the time in respect of which such term is used, (a) owns directly or indirectly more than fifty percent (50%) of the equity or beneficial interest, on a consolidated basis, or (b) owns directly or controls with power to vote, indirectly through one or more Subsidiaries, shares of capital stock or beneficial interest having the power to cast at least a majority of the votes entitled to be cast for the election of directors, trustees, managers or other officials having powers analogous to those of directors of a corporation. Unless otherwise specifically indicated, when used herein the term Subsidiary shall refer to a direct or indirect Subsidiary of the Company. "Third Party" means any Person other than the Company. "Transfer" shall mean to transfer, sell, assign, pledge, hypothecate, give, grant or create a security interest in or lien on, place in trust (voting or otherwise), assign an interest in or in any other way encumber or dispose of, directly or indirectly and whether or not by operation of law or for value, any of the Subject Securities. "Vested Options" shall mean, as of any date, options, warrants, securities and other rights to acquire from the Company, by exercise, conversion, exchange or otherwise, shares of Common Stock or securities convertible into Common Stock, but only to the extent that such options, warrants, securities and other rights are both, as of such date, (a) vested under the terms thereof or under any plan, agreement or instrument pursuant to which such options, warrants, securities and other rights were issued, and (b) so exchangeable, exercisable or convertible. ARTICLE II

Stockholder Group means one or more of the Diller Stockholder Group and the Liberty Stockholder Group. For purposes of this Agreement, a Stockholder’s Permitted Designee shall be deemed to be a member of the designating Stockholder’s Stockholder Group (other than for purposes of Section 4.1(a)(iv)).

Stockholder Group means Stockholder and its Affiliates.

Stockholder Group means the “group” (as such term is used in Section 13(d) of the Exchange Act) consisting of Thrive Capital Partners II, L.P., Thrive Capital Partners III, L.P., Thrive Capital Partners V, L.P., Thrive Capital Partners VI Growth, L.P., Claremount TW, L.P., Claremount V Associates, L.P., and Claremount VI Associates, L.P., in each case together with their affiliates.