Covered Shares. As of the Record Date and the date hereof, the Stockholder was and is the beneficial owner of, and had and has good and valid title to, all of its Covered Shares. As of the Record Date and the date hereof, the Stockholder had and has full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of its Covered Shares.
Covered Shares. (a) The term "Owned Shares" used herein shall mean all Equity Securities (defined as if it covered both Common Stock and Newco Common Stock) owned of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by each respective Stockholder as of the date hereof, which shall include all shares of Newco Common Stock received in the Merger, all Newco securities received in the Merger and convertible into Newco Common Stock, and all other shares of stock or securities or rights issuable in respect thereof on or after the date hereof. Upon receipt of a Stockholder Notice, each Stockholder holding Equity Securities that are convertible into Newco Common Stock shall promptly convert such securities to Newco Common Stock in a manner that will permit the Newco Common Stock issued pursuant to such conversion to be included in the Tender Offer, as required under Sections 3(b)(i) and 3(c)(i) hereof, or voted under the irrevocable proxy required under Sections 3(b)(ii) or 3(c)(ii) hereof, as the case may be; provided, that no such conversion shall be required if the amount to be paid per share in the relevant transaction is less than the amount to be paid by the Stockholder in effecting such conversion. All of the Newco Common Stock issued upon conversion shall be considered "Owned Shares" for purposes of this Agreement.
Covered Shares. In the event of a stock dividend or distribution, or any change in the Covered Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Covered Shares” shall be deemed to refer to and include the Covered Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Covered Shares may be changed or exchanged or which are received in such transaction. Each Holder agrees, while this Agreement is in effect, to notify Landcadia promptly in writing (including by e-mail) of the number of any additional Covered Shares acquired by such Holder, if any, after the date hereof.
Covered Shares. The Major Stockholders each agree to hold all Covered Shares subject to, and to vote the Covered Shares in accordance with, the provisions of this Agreement. For purposes of this Agreement, “Covered Shares” shall mean all shares of voting capital stock of the Company (including but not limited to the Major Stockholders Stock) registered in the Major Stockholders’ respective names or beneficially owned by them as of the date hereof and any and all other equity securities of the Company legally or beneficially acquired by each of the Major Stockholders after the date hereof; provided, however, in the event it is determined that TCV or an affiliate of TCV has beneficial ownership of the Covered Shares by virtue of this Agreement or otherwise and, if added to all other shares of capital stock of the Company, if any, as to which TCV or an affiliate of TCV has beneficial ownership (the “Other TCV Shares”), TCV would be determined to exercise or direct the exercise of a new range of voting power within any of the ranges specified in Xxxxxxx 000X.000, xxxxxxxxxxx 0, xxxxxxxxx (x) of the Minnesota Business Corporation Act (a “New Voting Power Range”), then the number of Covered Shares subject to this Agreement shall automatically be reduced, without further action by, or on behalf of, TCV, the Company or the Stockholders, on a pro rata basis with any Other TCV Shares that are subject to any other agreement or arrangement deemed to give TCV beneficial ownership thereof (an “Other Agreement”) (x) first, as to the shares of voting capital stock of the Company issuable upon exercise of warrants (“Company Warrants”) held by the Major Stockholders and any stockholders party to Other Agreements (with the effect that such Company Warrants and any shares of voting capital stock of the Company issuable or issued upon exercise of such Company Warrants shall not be subject to the provisions of this Agreement or the Other Agreements, as applicable), until the remaining Covered Shares subject to this Agreement taken together with any Other TCV Shares, shall be less than the New Voting Power Range (the “Company Warrant Reduction”), and, if such Company Warrant Reduction is not sufficient to reduce the Covered Shares, when taken together with the Other TCV Shares, to less than the New Voting Power Range, then (y) second, as to the outstanding shares of voting capital stock of the Company held by the Major Stockholder and any stockholders party to an Other Agreement, until the rema...
Covered Shares. Covered Shares" means the Shares and any stock dividends or distributions made on the Shares from BPB (including, without limitation, as a result of a stock split) or any securities which become convertible into or exchanged for BPB shares in the event there is a sale of all or substantially all of the assets of BPB, or a merger or a reorganization of BPB.
Covered Shares. As of the date hereof, each Stockholder is the record and beneficial owner of, and has good and valid title to, all of its Covered Shares. As of the date hereof, each Stockholder has full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of its Covered Shares. Except as disclosed in the Company’s most recent proxy statement filed with the Securities and Exchange Commission, none of the Stockholders own any options, phantom equity awards, warrants, or equity interests or shares of the Company other than the Covered Shares.
Covered Shares. (1) As of the Record Date, the Stockholder was the beneficial owner of, and had good and valid title to, all of the Record Date Shares and, as of the date hereof, the Stockholder is the beneficial owner of, and has good and valid title to the Current Shares.
(2) As of the Record Date, and the date hereof, the Stockholder had and has full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case, with respect to all the Record Date Shares, except for the number of Record Date Shares set out in Column 3 of Part 1 of Exhibit B.
(3) As of the date hereof, the Stockholder has full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case, with respect to all the Current Shares, except for the number of Current Shares set out in Column 3 of Part 2 of Exhibit B.
Covered Shares. This agreement applies to the shares of common stock of the Company set forth opposite my signature below and to any additional shares of stock of the Company (of any class) that I or my successors in interest may acquire hereafter.
Covered Shares. All of the provisions of this Agreement shall apply to and include (a) Company Common Stock acquired pursuant to the Contribution Agreement; (b) Company Common Stock acquired from another Stockholder; and (c) to the extent received in respect of shares of Company Common Stock acquired pursuant to the Contribution Agreement, all securities and instruments (i) received by a Stockholder as a dividend or other payment, or (ii) issued in connection with a split of such shares or as a result of any exchange for or reclassification of such shares or a reorganization, recapitalization, consolidation or merger. Appendix I hereto identifies those shares of Company Common Stock subject to the provisions of this Agreement as of the date hereof.
Covered Shares. All of the provisions of this Agreement shall apply to and include Class A Stock acquired pursuant to the Asset Agreement and to the extent received in respect of shares of Class A Stock acquired pursuant to the Asset Agreement, all securities and instruments (i) received by Distribution as a dividend or other payment, or (ii) issued in connection with a split of such shares or as a result of any exchange for or reclassification of such shares or a reorganization, recapitalization, consolidation or merger. Appendix I hereto identifies those shares of Class A Stock subject to the provisions of this Agreement as of the date hereof.
