Tendering Stockholder definition

Tendering Stockholder. As defined in Section 3.4(a) hereof.
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Tendering Stockholder means each Stockholder (including any Warrantholder) that has delivered to the Company, a Letter of Transmittal and Surrendered Certificate(s) with respect to the Outstanding Common Shares and/or Outstanding Preferred Shares, as applicable, held by such Stockholder.
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Examples of Tendering Stockholder in a sentence

  • Each Stockholder (any such Stockholder shall, for purposes of this Section 2.2, be referred to as a "Tendering Stockholder") shall have the right to sell or exchange all its Equity Securities pursuant to a tender or exchange offer for the Equity Securities (an "Offer").

  • The Support Agreements also provide that the Tendering Stockholder will vote its Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions.

  • Pursuant to the Tender Agreements, each Tendering Stockholder has agreed to tender and not to withdraw such Shares into the Offer no later than the fifth business day following commencement of the Offer (or, with respect to any Shares acquired after the date of the Tender Agreements, the later of such fifth business day or the fifth business day after acquisition of the Shares but in any event prior to the Expiration Date).

  • Neither Parent nor the Purchaser has the power to cause any Tendering Stockholder to elect to exercise any option to acquire any shares of Common Stock and no such option, nor any share of Common Stock underlying any such option, is included in the calculation of beneficial ownership of Common Stock of the Company herein.

  • Such option is exercisable if (x) the Merger Agreement becomes terminable under circumstances obligating the Company to pay Cadence the $4,000,000 liquidated damages or (ii) the Offer is consummated but (due to failure by the Tendering Stockholder who has granted the option to tender validly and not withdraw) Purchaser has not accepted for payment or paid for all such Tendering Stockholder's Shares.

  • The Support Agreements terminate upon the earliest of (i) the mutual written agreement of Parent and the Tendering Stockholder, (ii) the Effective Time and (iii) the valid termination of the Merger Agreement in accordance with its terms.

  • Certain Tendering Stockholders entered into Support Agreements with Parent and Purchaser, pursuant to which each Tendering Stockholder agreed, among other things, to tender his, her or its Covered Shares pursuant to the Offer.

  • Parent and the Tendering Stockholders have entered into the Stockholder Agreement, which provides that, not later than the fifth business day after commencement of the Offer, each Tendering Stockholder will tender all Shares beneficially owned by such Tendering Stockholder.

  • Pursuant to the Tender Agreements, each Tendering Stockholder has agreed to tender and not to withdraw Covered Shares into the Offer no later than the fifth business day following commencement of the Offer (or, with respect to any Shares acquired after the date of the Tender Agreements, the later of such fifth business day or the fifth business day after acquisition of the Shares).

  • The Distribution Agent shall be instructed by IMS to aggregate all such fractional shares and sell them in an orderly manner after the Distribution Date in the open market and, after completion of such sales, distribute a pro rata portion of the net proceeds from such sales, based upon the gross selling price of all such fractional shares net of all selling expenses, to each Tendering Stockholder who would otherwise have received a fractional share.

Related to Tendering Stockholder

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • 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.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • 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).

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Tendering Partner shall have the meaning set forth in Section 8.6.A.

  • 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.

  • 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.

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

  • Eligible Stockholder means a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in Section 3.2(d) continuously for the required three-year period or (2) provides to the Secretary of the Corporation, within the time period referred to in Section 3.2(e), evidence of continuous Ownership of such shares for such three-year period from one or more securities intermediaries.

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

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

  • Company Shareholder means any holder of any Company Shares.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a Registration Statement.

  • Offered Shares has the meaning set forth in Section 3.02(a).

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

  • Tendering Party has the meaning provided in Section 8.5(a) hereof.

  • Eligible Shareholder means an existing or new investor of the Company that is eligible at the ACD’s discretion to invest in the Class X Shares upon entering into an agreement with the ACD and fulfilling the eligibility conditions set by the ACD from time to time.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Controlling Shareholder means any shareholder owning more than fifty

  • Offeree means an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

  • Preferred Shareholder means any holder of Preferred Shares.

  • Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering together with any additional Shares to be issued pursuant to the exercise of the Over-Allotment Option;

  • Major Stockholder means any such Person.