Stockholder Tender Agreements definition

Stockholder Tender Agreements has the meaning specified in the preamble of the Agreement.
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Stockholder Tender Agreements is defined in Recital E of the Agreement. Subsidiary. An Entity shall be deemed to be a “Subsidiary” of another Person if such Person directly or indirectly owns or purports to own, beneficially or of record, (a) an amount of voting securities of other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity’s Board of Directors or other governing body, or (b) at least 50% of the outstanding equity or financial interests or such Entity; provided that Chugai Pharmaceutical Co., Ltd, 1-1 Xxxxxxxxxx-Xxxxxxxxx 0-xxxxx, Xxxx-xx, Xxxxx, 000-0000 shall not be considered a Subsidiary of Parent.
Sample 1
Stockholder Tender Agreements is defined in Recital E of the Agreement. Subsidiary. An Entity shall be deemed to be a “Subsidiary” of another Person if such Person directly or indirectly owns or purports to own, beneficially or of record, (a) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity’s Board of Directors or other governing body, or (b) at least 50% of the outstanding equity or economic interests of such Entity.
Sample 1

Examples of Stockholder Tender Agreements in a sentence

  • Prior to the execution of the Stockholder Tender Agreements, the Board of Directors of the Company approved the Stockholder Tender Agreements and the transactions contemplated thereby.

  • Les entreprises qui fournissent des services d'assurance, y compris le règlement de sinistres.

  • The Company has been advised that all of its directors and executive officers and each stockholder of the Company having representation on the Company's Board of Directors presently intend to tender their shares of Company Common Stock pursuant to the Offer and shall concurrently enter into the Stockholder Tender Agreements.

  • As of the date hereof and at all times on or prior to the Effective Time, the Board of Directors of the Company has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement, the Stockholder Tender Agreements, the Top-Up Option and to the consummation of the Transactions.

  • As of August 20, 2003, the stockholders who executed Stockholder Tender Agreements, and persons that they or their affiliates or associates control, held in the aggregate 2,897,428 shares of ECC common stock, which represented approximately 36.6% of the outstanding shares of ECC common stock as of that date.

  • The role or bureaucratic organization tends to work best in a stable environment, where conditions from one year to next remain basically the same and are predictable.

  • To the best of the Company's knowledge, with the exception of the Stockholder Tender Agreements and otherwise described in the Offer to Purchase, there have been no transactions in the subject securities during the past 60 days by the Company or by any of its affiliates, subsidiaries, executive officers or directors.

  • The forms of the Stockholder Tender Agreements may be examined, and copies obtained, by following the procedures described in Section 8 (Certain Information Concerning ECC) of this Offer to Purchase relating to examining and obtaining copies of documents filed with the United States Securities and Exchange Commission.

  • Stockholder Tender Agreements Concurrently with the execution of the Merger Agreement, each of Larry S.

  • ECC's board of directors has taken all actions necessary to exempt the Merger Agreement, the Stockholder Tender Agreements, the Offer, the Merger and the other transactions contemplated by the Merger Agreement from the provisions of Section 203 of the DGCL.


More Definitions of Stockholder Tender Agreements

Stockholder Tender Agreements is defined in Recital E of the Agreement.
Sample 1

Related to Stockholder Tender Agreements

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Investor Agreement means that certain Investor Agreement between the Investor and the Company, to be dated as of the Closing Date, in substantially the form of Exhibit A attached hereto, as the same may be amended from time to time.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Company Security Agreement means the Company Security Agreement executed and delivered by Company on the Closing Date, substantially in the form of Exhibit XIV annexed hereto, as such Company Security Agreement may thereafter be amended, supplemented or otherwise modified from time to time.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Voting Agreements has the meaning set forth in the Recitals.

  • Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Hospital purchaser/provider agreement (HPPA agreement) means a negotiated agreement entered between the fund and the hospital for the cost of hospital treatment.

  • Subsidiary Financing Agreement means the agreement to be entered into between the Borrower and PPWSA pursuant to Section 3.02 of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Financing Agreement.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Member Agreement means the agreement between each Member and the Cooperative requiring each Member to deliver to the Cooperative on an annual basis soybeans owned by the Member.

  • Sponsor Management Agreement means the management agreement between certain of the management companies associated with the Investors and the Issuer.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Subordination Agreements means all subordination agreements executed by a holder of Subordinated Debt in favor of the Administrative Agent and the Lenders from time to time after the Closing Date in form and substance and on terms and conditions satisfactory to Administrative Agent.

  • Sponsor Agreement has the meaning specified in the Recitals hereto.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Subordination Agreement means an agreement among the Agent, the applicable Borrower or Subsidiary of the Borrower and the holder of any Subordinated Debt, pursuant to which such Indebtedness is made subordinate in right of payment to Payment in Full of all Obligations on terms reasonably satisfactory to the Agent.

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree: