Exempted Holder Clause Samples

Exempted Holder. (a) The Company and the Exempted Holder are parties to an Amended and Restated Governance Agreement, dated February 8, 2001 (the "Governance Agreement"), pursuant to which the Exempted Holder and the Company agreed to certain arrangements regarding the Exempted Holder's permitted Common Stock ownership. As of the date of this Agreement, the Exempted Holder is the Beneficial Owner of a total of 16.76% (the "Current Percentage") of the Company's issued and outstanding Common Stock, based on and assuming conversion (at applicable conversion rates) on the date of this Agreement of all the Company's currently outstanding Series A Convertible Preferred Stock, $.01 par value, and all the Company's Series B Convertible Preferred Stock, $.01 par value, beneficially owned by the Exempted Holder on the date of this Agreement (together, the "Preferred Stock") into Common Stock. For purposes of this Section 25, any capitalized terms not defined in this Agreement shall have the meanings given thereto in the Governance Agreement. (b) The Exempted Holder's beneficial ownership of the Current Percentage of Company's Common Stock and any subsequent levels of Beneficial Ownership of Common Stock by the Exempted Holder that are permitted by the Governance Agreement, including without limitation the provisions regarding Sprint's Ownership Ceiling, shall not result in the Exempted Holder being deemed an Acquiring Person. The provisions of this Section 25 shall terminate in full and become inoperative immediately upon termination of the Governance Agreement (except for terminations pursuant to Section 7.01(ii) of thereof). Upon termination of this Section 25, all other provisions of this Agreement shall be applicable to the Exempted Holder as set forth herein.
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Related to Exempted Holder

  • Exempted Transfers Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, or (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or to any other person approved by the Board, or to any custodian or trustee of any trust, partnership or limited liability company that is solely for the benefit of, or the ownership interests of which are owned solely by, such Key Holder or by any such family members; provided that in the case of clause(s) (a) or (c), the Key Holder shall deliver prior written notice to the Company and the Investors of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2.

  • Acquiring Person As of the Signing Date, neither the Investor nor any of its Affiliates beneficially owns, and immediately prior to the Closing, neither the Investor nor any of its Affiliates will beneficially own (in each case, as determined pursuant to Rule 13d-3 under the Exchange Act without regard for the number of days in which a Person has the right to acquire such beneficial ownership, and without regard to Investor’s rights under this Agreement), any securities of the Company, except for securities that may be beneficially owned by employee benefit plans of either the Investor or any of its Affiliates.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Permitted Transferee 25 Person ......................................................................................25

  • Additional Stockholders In connection with the issuance of any additional equity securities of the Company to any Person, the Company may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a "Stockholder" under this Agreement by obtaining the consent of the holders of a majority of the Common Stockholder Shares and an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a "Stockholder" party to this Agreement.