Participating Holders Sample Clauses

Participating Holders. (i) Each of the Participating Holders shall furnish to the Company such information regarding such Participating Holder and its partners and members, and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably requested in connection with any Registration, qualification or compliance referred to in this Section 2.
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Participating Holders. Those Holders participating in any registration pursuant to Article 2 or Article 3 hereof.
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Participating Holders. Each Participating Holder shall receive from Parent the following: (x) a check or, if requested, a wire transfer of immediately available funds, in an amount equal to the amount of cash Merger Consideration which he is entitled to receive under Section 2.7(a)(iv) minus his pro rata share of the Cash Escrow, being an amount equal to the Cash Escrow multiplied by the quotient of (A) the total amount of cash Merger Consideration which such Participating Holder is entitled to receive under Section 2.7, divided by (B) the total amount of cash Merger Consideration which all Eligible Company Holders are entitled to receive under Section 2.7; (y) a stock certificate representing the number of shares of Parent Common Stock which he is entitled to receive under Section 2.7(a)(iv) minus his pro rata share of the Escrow Stock, being an amount equal to the Escrow Stock multiplied by the quotient of (A) the number of shares of Parent Common Stock which such Participating Holder is entitled to receive under Section 2.7, divided by (B) the total number of shares of Parent Common Stock which all Eligible Company Holders are entitled to receive under Section 2.7, (with such number of shares being rounded to the next lowest whole number so as to eliminate any fractional shares); and (z) a check or, if requested, a wire transfer of immediately available funds, representing the amount of cash payable in lieu of any fractional shares pursuant to Section 2.7(d); and
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Participating Holders. Each of the Noteholders party to the Exchange Agreement (the “Participating Holders”, together with their permitted successors and assigns, the “Holders”).
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Participating Holders. Introduction PCS Section 2.9 Permits Section 2.16 Purchase Price Section 1.2 Purchaser Section 5.6(a) Put Closing Section 5.6(b)(ii) Put Closing Date Section 5.6(b)(ii) Put Exercise Section 5.6(b)(i) Put Notice Section 5.6(b)(i) Put Price Section 5.6(b)(iii) Put Right Section 5.6(b)
Sample 1

Related to Participating Holders

  • Registrable Securities As used herein the term "Registrable Security" means the Securities until (i) the Registration Statement has been declared effective by the Commission, and all Securities have been disposed of pursuant to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Securities have been otherwise transferred to holders who may trade such Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.

  • Indemnification by Holders of Registrable Securities Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.

  • Allocation of Registrable Securities The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.

  • Underwriters The copies of the Registration Statement and each amendment thereto furnished to the U.S. Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

  • Aggregation of Registrable Securities All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

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