Group of Stockholders definition

Group of Stockholders means a “group” of Stockholders, as such term would be interpreted under Section 13(d) of the Exchange Act.
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Group of Stockholders means a group of persons: (i) bound by voting agreement (including, without limitation, any natural or legal person, investment fund, joint-ownership, securities portfolio, universality of rights, or other form of organization, resident, domiciled or headquartered in Brazil or abroad), either directly or through controlled companies, controlling companies or companies under common control; or (ii) among which there is a control relationship; or (iii) under common control; or (iv) acting representing 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 the other person; and (b) two persons having a third common investor that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of each of the two persons. Any joint ventures, investment funds or clubs, foundations, associations, trusts, joint-ownerships, cooperatives, consortiums, securities portfolios, universality of rights, or any other forms of organization or undertaking, appointed in Brazil or abroad, will be considered part of a same Group of Stockholders, whenever two or more among such entities are: (c) 36 administered or managed by the same legal entity or by parties related to the same legal entity; or (d) have in common the majority of their managers, provided that, in the case of investment funds with a common manager, only those whose decision on the exercise of votes in General Meetings, under the terms of the respective regulations, is the responsibility of the manager, on a discretionary basis, shall be considered as members of a Stockholders Group.
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Group of Stockholders means (i) any “group” within the meaning of Rule 13d-5 under the Exchange Act, (ii) all Stockholders that are Affiliates other than by reason of their ownership of stock in the Company, (iii) the Preferred Stockholders and (iv) any other group of Stockholders acting in concert in connection with the actions contemplated hereby.
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Examples of Group of Stockholders in a sentence

  • No person may be a member of more than one group of Stockholders constituting an Eligible Stockholder with respect to any annual meeting.

  • For the avoidance of doubt, if a group of Stockholders aggregates ownership of shares to satisfy the Required Ownership Percentage, all shares held by each Stockholder constituting their contribution to satisfy the Required Ownership Percentage must be held by that Stockholder continuously for at least three (3) years.

  • Compliance by the requesting Stockholder or group of Stockholders with the requirements of this section and related provisions of these bylaws shall be determined in good faith by the Board, which determination shall be conclusive and binding on the corporation and the Stockholders.

  • Special meetings of the Stockholders (each a “ Stockholder Requested Special Meeting”) shall also be called by the Secretary upon the written request of a Stockholder (or a group of Stockholders formed for the purpose of making such request) who or which has Net Long Beneficial Ownership (as defined below) of 25% or more of the outstanding shares of common stock of the corporation (the “Requisite Percent”) as of the date of submission of the request, subject to Section 2.3A(b) below.

  • Only one Supporting Statement may be submitted by an Eligible Stockholder (including any group of Stockholders together constituting an Eligible Stockholder) in support of its Stockholder Nominee(s).

  • The commitment fees for the Delayed Draw Term Commitments shall accrue at all times from the Closing Date until the Delayed Draw Term Commitment Expiration Date, and shall be due and payable quarterly in arrears on the last Business Day of each June and September, commencing with the first such date to occur after the Closing Date, on the Delayed Draw Term Commitment Expiration Date and upon any termination of the Delayed Draw Term Commitments.

  • If a Director is elected by a voting group of Stockholders, only the Stockholders of that voting group may participate in the vote to remove such Director.

  • The rights and obligations of a Stockholder or group of Stockholders under this Section 2 will terminate upon consummation of a Qualified Public Offering.

  • For the avoidance of doubt, the provisions of Section 2.13 shall not apply to a special meeting of Stockholders, and the Corporation shall not be required to include a Director nominee of a Stockholder or group of Stockholders in the Corporation’s proxy statement or form of proxy or ballot for any special meeting of Stockholders.

  • If pursuant to the Certificate of Incorporation a Director is elected by a voting group of Stockholders, only the Stockholders of the voting group may participate in the vote to remove such Director.


More Definitions of Group of Stockholders

Group of Stockholders means the group of people: (i) connected by contracts or agreements of vote of any nature, either directly or by means of controlled corporations, controlling corporations or under common control; or (ii) among which there is relation of control; or (iii) under common control;
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Related to Group of Stockholders

  • 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;

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

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Common Stockholder means the employee of, consultant to, or director of the Company or other person to whom shares of Common Stock are issued pursuant to this Plan.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Other Stockholder means the persons that own Common Stock, other than the Participant.

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Stockholder has the meaning set forth in the preamble.

  • Common Stockholders means holders of shares of Common Stock.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • 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).

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Shareholder means a person who owns shares in the company and is actively involved in the management of the enterprise or business and exercises control over the enterprise.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • 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.

  • Independent Shareholders means holders of Voting Shares, other than:

  • Company Shareholder means any holder of any Company Shares.

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

  • Common Shareholders means the holders of the Common Shares.