Ownership of Globalstar; Warrants Sample Clauses

Ownership of Globalstar; Warrants. (i) Globalstar covenants that Xxxxx Xxxxxx XXX (“Xxxxxx”), directly or indirectly through one or more affiliates (including Thermo), will beneficially own and control shares of voting stock of Globalstar that represent at least 51.00% of all outstanding voting stock of Globalstar until the earlier of: (A) the termination of the Agreement; or (B) the five-year anniversary of the commencement of the Phase 1 Service Period. In the event that Monroe, Thermo or any of their affiliates transfers any shares of capital stock (as defined in Attachment 13) of Globalstar (except as would be expressly permitted pursuant to the terms of Attachment 13 if executed) prior to the execution and delivery of the Lock-up and Right of First Offer Agreement in the form set out in Attachment 13 (or in another form agreed by Partner), Globalstar will issue additional warrant(s) to Partner Parent or its designee on a date specified by Partner and on terms substantially similar to those set out in Attachment 14 and Attachment 15, which warrant(s) shall be exercisable for a number of shares equal to the percentage of ownership transferred by Xxxxxx (i.e., to adjust for the dilutive effect of the issuance of new shares upon exercise of the warrant(s) or differences in the total shares outstanding at the time of issuance). The exercise price shall be the price at which such shares were transferred by Xxxxxx. (ii) lf Globalstar proposes to issue or sell any new capital stock or securities exercisable for or convertible into capital stock (other than pursuant to Attachment 14 and Attachment 15 or the Outstanding Issuance Obligations (as defined in such attachments) or in connection with the conversion of Globalstar’s existing first lien or second lien loans into equity as contemplated by this Agreement or the Thermo Agreement, Partner shall have the right, and may elect, to purchase or otherwise acquire such new securities, at the price and on the terms and conditions of such offer or sale, up to the amount of such new securities that allows Partner to maintain Partner’s percentage ownership calculated as: (A) the common stock of Globalstar then owned by Partner (either directly or on an as-converted to common stock basis with respect to the warrants) divided by (B) the total common stock of Globalstar then outstanding. Solely for the purposes of the foregoing calculation and prior to the execution and delivery of the Warrant Agreements, the warrants to be issued pursuant to the Warrant ...
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Related to Ownership of Globalstar; Warrants

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Warrants The Corporation and the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Common Stock None of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates beneficially owns, directly or indirectly (including pursuant to a derivatives contract), any shares of Company Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock or any securities of any Subsidiary of the Company, and none of Parent, either Merger Sub or any of their respective Subsidiaries or Affiliates has any rights to acquire, directly or indirectly, any shares of Company Common Stock, except pursuant to this Agreement. None of Parent, either Merger Sub or any of their “affiliates” or “associates” is, or at any time during the last three years has been, an “interested stockholder” of the Company, in each case as defined in Section 203 of the DGCL.

  • Ownership of Warrant The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer.

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of Subject Shares; Total Shares As of the date hereof, such Stockholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 4.1 hereof or accepted for payment pursuant to the Offer) at all times during the Agreement Period (as defined below) will be, the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Liens, except for (a) any such Lien that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities law and (b) community property interests under applicable Law (collectively, “Permitted Liens”). Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition), the number of Subject Shares listed on Schedule A opposite such Stockholder’s name are the only equity interests in the Company beneficially owned or owned of record by such Stockholder as of the date hereof. Other than the Subject Shares, such Stockholder does not own any shares of Company Common Stock, Company Stock Options or any other interests in, options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company.

  • Ownership of Company Common Stock Neither Parent nor any of its Subsidiaries own any shares of Company Common Stock (or other securities convertible into, exchangeable for or exercisable for shares of Company Common Stock).

  • Ownership of the Shares Selling Shareholders own all of the Shares, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

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