Unaffiliated Stockholders definition

Unaffiliated Stockholders means beneficial holders of shares of Company Common Stock other than the Stockholders. The Company shall timely provide to each Stockholder sufficient information to confirm the manner in which the Shares shall be, or have been, voted at any stockholder meeting pursuant to Section 1(b).

Unaffiliated Stockholders means the holders of outstanding Shares, other than Excluded Shares.

Unaffiliated Stockholders means, as of the date of the action in question, any Person not Affiliated with Brookfield Asset Management, Inc., Fairholme Capital Management LLC, Pershing Capital Management L.P., any transferee who is a party to a Transferee Agreement, any transferee who is a party to any transferee agreement under the Fairholme Standstill Agreement or Pershing Standstill Agreement or any of their respective Affiliates.

Examples of Unaffiliated Stockholders in a sentence

• The financial interests of Thermo Electron are adverse as to the Offer Price to the financial interests of the Unaffiliated Stockholders.

• If, in connection with any stockholder meeting or consent solicitation, Investor or the Investor Parties are required under the terms of this Agreement to vote in proportion to the Unaffiliated Stockholders, then the parties shall cooperate to determine appropriate procedures and mechanics to facilitate such proportionate voting.

• The Company shall have obtained the Company Stockholder Approval and the Unaffiliated Stockholders Approval.

• This Agreement may be amended by the parties hereto at any time before or after receipt of the Company Stockholder Approval or the Unaffiliated Stockholders Approval, as the case may be; provided, however, that after receipt of the Company Stockholder Approval, there shall be made no amendment or waiver that by applicable Law requires further approval by the stockholders of the Company without the further approval of such stockholders.

• Any such transaction may result in proceeds per Share to the Unaffiliated Stockholders that are more or less than the Offer Price.

More Definitions of Unaffiliated Stockholders

Unaffiliated Stockholders means stockholders of the Company other than Ford or Ford Affiliates.

Unaffiliated Stockholders means all stockholders of Parent other than the Sellers and their respective Affiliates.

Unaffiliated Stockholders means the holders of Hydrocarbon Common Stock, other than Xxxx X. Xxx and MWHC Holdings Inc., their respective affiliates, and the respective officers and directors of Hydrocarbon and the General Partner.

Unaffiliated Stockholders means the Company Stockholders other than the TCG Stockholders, the Rollover Stockholders, the members of the Company Board and the officers of the Company subject to Section 16 of the Exchange Act.

Unaffiliated Stockholders means holders of Company Common Stock other than Riverstone Holdings LLC, its related entities and any of their respective Affiliates.

Unaffiliated Stockholders means the holders of issued and outstanding shares of Common Stock other than (i) Danisco and its affiliates and (ii) Exxxxxx and its affiliates. The Special Committee of the Company Board of Directors (the “Special Committee”) has determined that the Offer and the Merger are fair to the Unaffiliated Stockholders, and has resolved to recommend that the Company Board of Directors approve this Agreement and that the Unaffiliated Stockholders accept the Offer and approve and adopt this Agreement, if approval by the Company’s stockholders is required by applicable law to consummate the Merger (as defined below), in each case upon the terms and subject to the conditions set forth in this Agreement. Danisco and Exxxxxx have concurrently herewith entered into a Stock Purchase Agreement (the "Stock Purchase Agreement”), pursuant to which Danisco is to acquire, subject to the terms and conditions set forth therein, all of the shares of the capital stock of the Company owned by Exxxxxx and Eastman’s affiliates. The Company, Danisco and Exxxxxx have concurrently herewith entered into the Fourth Amendment to Stockholder Agreement, pursuant to which, among other things, the Company, Danisco and Exxxxxx have agreed that as of the time set forth in the Fourth Amendment, the obligations of the parties to the Stockholder Agreement (as defined in Section 1.3 hereof) under Section 4 thereof shall terminate. The Company, Danisco and the Buyer desire to make certain representations, warranties, covenants and agreements in connection with the Offer and the Merger. To effect such transactions and in consideration of the mutual covenants, representations, warranties and agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

Unaffiliated Stockholders means the stockholders of Pubco other than (a) Holdco, (b) the Holdco Stockholders, (c) the members of the Board of Directors of Pubco, (d) each person Pubco has determined to be an “officer” of Pubco within the meaning of Rule 16a-1(f) of the Exchange Act, and (e) any “associate” or “immediate family” member (as such terms are defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing.