Independent Third Party
Independent Third Party. Means any Person who, immediately prior to the contemplated transaction, does not own in excess of 5% of the Company's Common Stock on a fully-diluted basis (a "5% Owner"), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendent (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.
Independent Third Party. Means any Person who, immediately prior to the contemplated transaction, does not directly or indirectly beneficially own in excess of five percent (5%) of the Shares on a Fully-Diluted Basis, who is not an Affiliate of any five percent (5%) owner of such Shares and who is not the spouse or descendant (by birth or adoption) of any five percent (5%) owner.
Found in
BEACON ROOFING SUPPLY INC contract
Independent Third Party. Means an individual or entity independent of the Company (and any transferor or transferee of Common Stock acquired upon the exercise of an option under the Plan, if applicable) with experience in providing investment banking appraisal or valuation services and with expertise generally in the valuation of securities or other property of the type at issue, that is chosen by the Board, in its sole discretion, to value securities or other ...
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Found in
EGL INC contract
Independent Third Party. Means a nationally recognized law firm or any of the following accounting firms or their successors: Arthur Andersen & Co.; Ernst & Young; KPMG Peat Marwick; Deloitte & Touche; and PricewaterhouseCoopers.
Found in
AT&T WIRELESS SERVICES INC contract
Independent Third Party. Means any Person who, immediately prior to the contemplated transaction, (i) does not own in excess of five percent (5%) of the Common Stock on a fully-diluted basis (any Person owning in excess of five percent (5%) of the Common Stock on a fully-diluted basis being referred to herein as a "5% Owner"), (ii) is not an Affiliate of any such 5% Owner or any WCAS Investor, and (iii) is not a member of the Family Group of any such 5% Owner.
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MOBILE SERVICES GROUP INC contract
Independent Third Party. Means any Person, who immediately prior to the contemplated transaction (i) does not own in excess of 10% of the Company's Common Stock on a Fully-Diluted Basis (a "10% Owner") and (ii) is not controlling, controlled by or under common control with any such 10% Owner.
Found in
GSE Holding, Inc. contract
Independent Third Party. Means any Person other than the Investor, the Company and any Affiliate of any of the foregoing.
Found in
Great Wolf Resorts, Inc. contract
Independent Third Party. Means any Person or group of Persons who, immediately prior to the contemplated transaction, does not own in excess of 5% of the common equity of the Company or its Subsidiaries on a fully-diluted basis, who is not controlling, controlled by or under common control with any such 5% owner of capital stock and who is not the spouse or descendent (by birth or adoption) of any such 5% owner of capital stock.
Found in
Rudolph Technologies, Inc. contract
Independent Third Party. Shall mean any entity other than a member of the Company Group or any of the Stockholders or any entity controlled by or under common control with any of the Stockholders or the Company Group.
Found in
PATHMARK STORES INC contract
Independent Third Party. Means any Person who, immediately prior to the contemplated transaction, (a) is not an owner of 5% or more of the Company's capital stock on a fully diluted basis, (b) is not an Affiliate of any such owner or (c) is not a member of any such owner's Family Group.
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NOMOS CORP contract