Demanding Stockholders definition

Demanding Stockholders shall have the meaning set forth in Section 23(c)(i) hereof.

Demanding Stockholders has the meaning given to such term in Section 4.1.1(a).

Demanding Stockholders shall have the meaning set forth in Section 23(c)(i). (o) “Derivatives Contract” shall mean a contract between two parties (the “Receiving Party” and the “Counterparty”) that is designed to produce economic benefits and risks to the Receiving Party that correspond substantially to the ownership by the Receiving Party of a number of shares of Common Stock specified or referenced in such contract (the number of shares corresponding to such economic benefits and risks, the “Notional Common Shares”), regardless of whether (i) obligations under such contract are required or permitted to be settled through the delivery of cash, shares of Common Stock or other property or (ii) such contract conveys any voting rights in shares of Common Stock, without regard to any short or similar position under the same or any other Derivative Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority shall not be deemed to be Derivatives Contracts. (p) “Distribution Date” shall have the meaning set forth in Section 3 hereof. (q) “Equivalent Preferred Shares” shall have the meaning set forth in Section 11(b) hereof. (r) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. (s) “Exempt Person” shall mean the Company or any Subsidiary of the Company, in each case including, without limitation, in its fiduciary capacity, or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity or trustee holding (or acting in a fiduciary capacity in respect of) Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company. (t) “Exchange Ratio” shall have the meaning set forth in Section 24 hereof. (u) “Exemption Date” shall have the meaning set forth in Section 23(c)(iii) hereof.

Examples of Demanding Stockholders in a sentence

• Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade, a majority-in-interest of the Demanding Stockholders initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Block Trade.

• Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Stockholders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Shelf Takedown.

• Any Special Meeting Demand must be (A) delivered to the Secretary at the principal executive offices of the Company; and (B) signed by the demanding stockholders (the “ Demanding Stockholders”) or a duly authorized agent of the Demanding Stockholders.

• The Demanding Stockholders making such Demand Request shall select (i) the investment banking firm or firms to manage the underwritten offering and (ii) counsel to the Requesting Holders; provided that, in the case of clause (i), such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld or delayed.

• The Demanding Stockholders hereunder shall collectively have the right to require up to three (3) Underwritten Registrations under this Section 2.2(a) and the Demanding Stockholders shall be limited to one Demand Request in any 365 day period.

• In any such Demand Registration, the Demanding Stockholders agree to (or shall instruct the managing underwriter to) seek a broad distribution of all shares offered in such offering.

• In the event that the Board receives a Special Meeting Demand complying with the provisions of this Section 23(c) from Demanding Stockholders holding the Requisite Percentage, the Board shall take such actions as are necessary or desirable to cause the Qualifying Offer Resolution to be submitted to a vote of stockholders at a Special Meeting by including a proposal relating to the adoption of the Qualifying Offer Resolution in the proxy materials of the Company for the Special Meeting.

• Any Special Meeting Demand must be (A) delivered to the Secretary at the principal executive offices of the Company; and (B) signed by the demanding stockholders (the “Demanding Stockholders”) or a duly authorized agent of the Demanding Stockholders.

• Any Special Meeting Demand must be (1) delivered to the Secretary at the principal executive offices of the Company and (2) signed by the demanding stockholders (the “Demanding Stockholders”) or a duly authorized agent of the Demanding Stockholders.

More Definitions of Demanding Stockholders

Demanding Stockholders shall have the meaning set forth in Section 5(a)(i).