Covered Securities. TRANSACTIONS Mandatory written/electronic pre-clearance prior to the execution of any transaction involving a Covered Security. The CCO, or designee, may approve transactions. See Section 6 for exemptions.
Covered Securities. Any (x)(i) Note, (ii) share of Preferred Stock, (iii) share of Class C Stock, (iv) share of Class B Stock or (v) share of Class A Stock, in each case held by Liberty IFE, CBN or any other party to this Agreement on the date hereof, (y) any Class B Stock issued upon conversion of any of the securities described in clauses (x)(i), (ii), (iii) and (v) above and (z) securities issued with respect to any securities referred to in either of clauses (x) or (y) above by way of a stock dividend or stock split or exchange in connection with a combination of shares, recapitalization, merger, adjustment or compromise of debt, consolidation or other reorganization or otherwise, including, without limitation, the shares of Common Stock to be issued to Liberty IFE pursuant to the Exchange Agreement.
Covered Securities. Any Company Securities owned by a Holder on or after the date of this Agreement shall have the benefit of and be subject to the terms and conditions of this Agreement.
Covered Securities. Notwithstanding any provision of this Section 6 to the contrary, the FR Right shall apply only to the securities of Combined Alliance purchased or acquired by the Company and such securities transferred and assigned by the Company to its Members upon liquidation or any other distribution.
Covered Securities. Securities Act, Section 18(b), Covered Securities, For purposes of this section, the following are covered securities: ...
Covered Securities. On or before the Closing Date, the Company shall provide Buyer, or at Buyer’s request, the Paying Agent or Escrow Agent, the information described under Treasury Regulations Section 1.6045A-1 with respect to the Company securities being acquired pursuant to the Agreement, including (i) whether or not a particular security is a “covered security” under the applicable Treasury Regulations and (ii) if a security is a “covered security”, each security holder’s date of acquisition of, and cost basis in, the applicable security, and any other information that is required, or reasonably requested, by Buyer or its designee to comply with Buyer or its designee’s tax reporting obligations under the Code and Treasury Regulations, including IRS Form 1099-B reporting requirements.
Covered Securities. On and after the date of any pledge by the Parent, the Borrower or any Parent Subsidiary of any Pledged Securities constituting "Covered Securities" under, and as such term is defined in, the Stockholders' Agreement, each of the Administrative Agent, the Syndication Agent, the Documentation Agent and each Bank hereby agrees to be bound by the provisions of Sections 2, 3 and 4 of the Stockholders' Agreement with respect to such Pledged Securities to the same extent, and with the same effect, as the Parent, the Borrower or such Parent Subsidiary, as the case may be.
Covered Securities. Covered Securities" shall mean options or warrants issued by the Company in a private offering for the purpose of raising capital for the Company; provided, however, that the aggregate net proceeds received by the Company in such offering (the "Offering Proceeds") exceeds fifty percent (50%) of the aggregate net proceeds received by the Company in the offering of units comprised of convertible preferred stock and warrants being offered by the Company pursuant to the SPA. Such term specifically excludes any other type of security issued by the Company for any purpose whatsoever, and specifically excludes warrants not issued by the Company in a private offering for the purpose of raising capital, including, but not limited to, warrants (and any underlying securities issuable upon the exercise thereof) offered or issued: (A) to the public pursuant to a registration statement filed under the Securities Act of 1933, as amended, (B) in connection with a bona fide investment in or by the Company, any acquisition of another corporation or entity by the Company, whether by merger, consolidation, purchase of all or substantially all of the assets of such corporation or entity, share exchange or reorganization, any acquisition of any interests, rights or other assets of another corporation or entity by the Company, or any similar transaction, (C) pursuant to equipment leases or debt financings, (D) to employees, directors, consultants, suppliers, customers or other business or joint venture partners for the primary purpose of soliciting or retaining their services or compensating them for their services, (E) pursuant to the exercise or conversion of exercisable or convertible securities that are outstanding on the date hereof, or (F) in connection with any stock split or combination, stock dividend or distribution, reclassification or recapitalization, or similar action by the Company.
Covered Securities. 5.1 The Shareholder undertakes that neither it nor any of its affiliates will acquire any additional equity securities of the Target, whether through open market purchase, off-market or private acquisition or otherwise, from and after the date hereof without prior written consent of the Lead Investor.
5.2 The Shareholder undertakes that it will not, and will procure that none of its affiliates will, directly or indirectly, transfer, pledge, exchange or otherwise dispose of any equity securities of the Target held by it (including the Existing Securities (as defined below) and any equity securities of the Target acquired by it or its affiliates after the date hereof (including any equity securities of the Target acquired by the Shareholder or its affiliate through any share dividend, distribution or other similar transaction), collectively, the “Covered Securities”) or any voting right or power or economic interest therein, or enter into any agreement to effect such transfer, pledge, exchange or disposal, in each case without the prior written consent of the Lead Investor.
5.3 This Agreement, as well as the obligations hereunder, shall also bind upon any person who obtains the legal or beneficial ownership of any Covered Securities, whether by operation of law or otherwise, including the Shareholder’s successors or permitted transferees.
Covered Securities. Except as otherwise provided herein, all of the provisions of this Agreement shall apply to the shares of Stock now or hereafter held by the Class A Stockholders, and the term "Stock" shall include, the Stock and all other shares of capital stock and rights, including warrants and options, to acquire shares of capital stock and all other equity securities now owned or which may be issued hereafter to the Class A Stockholders in consequence of any additional issuance, purchase, exchange or reclassification of shares, corporate reorganization, or any other form of recapitalization, consolidation, merger, share split, share dividend, or which are acquired by Stockholders in any other manner. For purposes of this Agreement, the term "Stock" shall include beneficial interests held by any beneficiary in any trust permitted to be a transferee hereunder.
