Major Holders definition

Major Holders shall have the meaning set forth in Section 3.1(a) hereof.

Major Holders means each Holder who together with its Permitted Transferees owns at least 5,000,000 shares of Common Stock (calculated on an as converted or exercisable to common stock basis, and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) resulting from its holding of Shares, Conversion Shares, Investor Warrants or common stock issued as a result of exercise of the Investor Warrants; provided that in determining whether the New York Group is deemed to be a "Major Holder", the Shares, Conversion Shares, Investor Warrants or common stock issued as a result of exercise the Investor Warrants held by the other members of the New York Group and their respective Permitted Transferees shall also be included in such determination. In providing any notice or exercising any right reserved for Major Holders hereunder, Xxxxxx Xxxx shall be the representative of the New York Group and shall have the right to make decisions and execute documents on behalf of all members of the New York Group.

Major Holders means a Holder who held at least 5% of Handy Technologies, Inc.’s common stock on a fully diluted basis immediately prior to the Effective Time (as defined in the Merger Agreement).

Examples of Major Holders in a sentence

• From and after the Effective Date, each of the Initial Major Holders shall have the right to designate one (1) individual (each, an “Observer”) to attend all meetings of the Board solely in a non-voting observer capacity; provided that an Initial Major Holder shall only have the right to designate an Observer for so long as such Initial Major Holder also has the right to nominate and elect a director pursuant to Section 2(a)(ii)(1), (2) or (3), as applicable.

• Notwithstanding anything contained in this Section 12, an Offer may not be delivered during a Blackout Window, except with the prior written consent of each of the Major Holders of a Holder Group which is then entitled to appoint at least one Manager under Section 6.4(a)(i) or Section 6.4(a)(ii) (other than the Selling Holder, if applicable).

• In connection with any Offer in respect of which the Participation Condition is satisfied, the Company and Selling Holder shall cooperate with the Major Holders participating in such Offer and take such action as are reasonably necessary to effect such purchase in compliance with all applicable laws (including securities laws).

• If any Major Holder fails to elect to purchase its Pro Rata Fraction of such Offered Units, such Major Holder shall not be entitled to purchase any Offered Units in such Offer and, subject to the satisfaction of the Participation Condition, the Company shall allocate any remaining amount among those Major Holders who have indicated in their Election Notice a desire to purchase Offered Units in excess of their respective Pro Rata Fraction.

• In the event that the Selling Holder delivers a copy of an Offer to the Company, the Company shall, prior to delivering copies of such Offer to such Major Holders, evaluate whether, to the Company’s knowledge, the Selling Holder or any such Major Holder is then in possession of any “material nonpublic information” regarding the Company (“MNPI”).

More Definitions of Major Holders

Major Holders means Solus, SDIC and any Person that becomes an Additional Major Holder; provided, that if Solus, SDIC or any Additional Major Holder ceases to have a Holder Ownership Percentage of greater than or equal to ten percent (10%), such Person shall no longer be considered a “Major Holder”; provided, further, that the term “Major Holder” shall not be deemed to include any Affiliate or Affiliated Fund who is a non-U.S. Citizen for purposes of Section 2.2 of this Agreement.

Major Holders means Cyrus Capital Partners, L.P. and any of its Affiliates that hold, and any funds and accounts managed by Cyrus Capital Partners, L.P. that hold, Company common stock, Monarch Alternative Capital LP and any of its Affiliates that hold, and any funds and accounts managed by Monarch Alternative Capital LP that hold, Company common stock, GoldenTree Asset Management and any of its Affiliates that hold, and any funds and accounts managed by GoldenTree Asset Management that hold, Company common stock, GSO Capital Partners and any of its Affiliates that hold, and any funds and accounts managed by GSO Capital Partners that hold, Company common stock, Brigade Capital Management and any of its Affiliates that hold, and any funds and accounts managed by Brigade Capital Management that hold, Company common stock, and Davidson Kempner Capital Management LP and any of its Affiliates that hold, and any funds and accounts managed by Davidson Kempner Capital Management LP. that hold, Company common stock.

Major Holders means Ares, Bain and OTPP and their Affiliates.

Major Holders shall have the meaning set forth in that certain Second Amended and Restated Investors’ Rights Agreement, dated as of even date herewith, by and among the Company and the investors named therein.

Major Holders means the original Holders on the Closing Date holding, on the date of determination, at least 50,000 Shares, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement, and subsequent transferees holding, on the date of determination, at least 250,000 Shares, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

Major Holders means Castlerigg Master Investments Ltd., RCG Carpathia Master Fund, Ltd. and Mellon HBV SPV LLC, and any investment fund managed by the same investment advisor of any such Major Holder.

Major Holders means the parties listed on Schedule I to the Registration Rights Agreement and IEH FM Holdings LLC.”