Examples of Covered Common Stock in a sentence
Through the date that is the record date established by the Board of Directors of the Company for holding the Company Meeting, each Shareholder agrees that it shall not Transfer any of the Covered Common Stock, beneficial ownership thereof or any other interest therein.
Such Shareholder will be the beneficial owner of and have good and marketable title to its Covered Common Stock from the date hereof through and on the Closing Date (other than such shares as actually Transferred in accordance with Section 4.2 of this Agreement), free and clear of all Liens (other than pursuant to this Agreement and restrictions on Transfers arising under applicable securities laws).
Prior to any Transfer of Covered Common Stock pursuant to Section 4.1 of this Agreement, the Shareholder intending to effect a Transfer pursuant to Section 4.1 shall provide Parent with written notice at least two Business Days in advance of any such proposed Transfer.
Such Shareholder has and will have at all times through the Closing Date sole voting power (including the right to control such vote as contemplated herein), sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article 2 hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to the Existing Common Stock and with respect to the Covered Common Stock at all times through the Closing Date.
All rights, ownership and economic benefit relating to the Covered Common Stock and the Separate Shares shall remain vested in and belong to the Shareholders, except upon the exercise, if any, by Parent of its right of first refusal as set forth in Section 4.2 of this Agreement, and Parent and Merger Sub shall have no authority to direct Shareholder in the voting or disposition of any of the Covered Common Stock or the Separate Shares, except as otherwise provided herein.
Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Covered Common Stock or any Separate Shares.
This proxy is coupled with an interest and shall be irrevocable, except upon termination of this Agreement, and each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by such Shareholder with respect to the Covered Common Stock.
Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Covered Common Stock.
As of October 28, 2013, the Covered Common Stock included approximately 25,629,1491 shares of Class B common stock of the Issuer, par value $0.01 per share (“Class B common stock”), granted to employees of the Issuer (who also hold a corresponding number of Class B common units of Holdings), and approximately 9,627,6442 shares of Class C common stock held by AIC (which also holds a corresponding number of Class D common units of Holdings).
For so long as the Separate Shares are held in such individually managed accounts, FCM and Xx. Xxxxxxxxx agree that each such Separate Share shall be treated as it was included within the definition of Covered Common Stock for purposes of Sections 2.1, 2.2 and 2.3 hereof.