Shares Included Sample Clauses

Shares Included. Each Holder who timely exercises such Holder’s right of co-sale by delivering the written notice provided for in Section 6.1 may include in the proposed Transfer up to the amount of Capital Stock equal to the product obtained by multiplying (a) the aggregate number of shares of Capital Stock proposed to be Transferred by the Transferring Investor by (b) a fraction, the numerator of which is the number of shares of Capital Stock owned by such Holder immediately before consummation of the proposed Transfer and the denominator of which is the total number of shares of Capital Stock owned, in the aggregate, by all Holders who have timely exercised such Holders’ right of co-sale immediately prior to the consummation of the proposed Transfer plus the number of shares of Capital Stock held by the Transferring Investor. If the Transferring Investor proposes to Transfer only outstanding shares of Common stock or preferred stock of the Company, the co-sale right provided in this Section 6 shall only apply to outstanding shares of Common Stock or preferred stock owned by the Holders. If the Transferring Investor proposes to Transfer any rights to acquire Common Stock or preferred stock of the Company, the right of co-sale provided in this Section 6 shall apply to all forms of Capital Stock held by the Holders. For purposes of this Section 6.2, if the class of Capital Stock being Transferred by the Transferring Investor is different from a class of Capital Stock held by a Holder, the phrase “same per share consideration,” as applied to each such other class of Capital Stock, shall mean (i) with respect to Common Stock or any class of preferred stock of the Company, the value per share implied by the methodology of the Company’s most recent appraisal pursuant to Section 7 based upon the price per share consideration being paid to the Transferring Investor in such Transfer and (ii) with respect to any right to acquire Common Stock or preferred stock of the Company, the consideration per share being paid to the Transferring Investor or the value per share calculated pursuant to the preceding clause (i), as the case may be, for the class of Capital Stock such right is exercisable for, less the amount of any consideration that has to be paid to exercise such right.
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Shares Included. The Investor shall include in such registration at least 200,000 shares of the Registerable Securities then held by it, or all of the remaining Registrable Securities then held by the Investor if less.
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Shares Included. The Holders shall include in such registration an aggregate of at least 200,000 shares (appropriately adjusted for any stock dividend, stock split, or combination applicable to the Registrable Securities) of the Registrable Securities then held by them, or all of the remaining Registrable Securities then held by the Holders if less.
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Shares Included. In connection with any offering made pursuant to a registration statement in which the Stockholders are entitled to include shares of Common Stock beneficially owned by them, whether pursuant to shelf, demand or "piggyback" registration rights, each Stockholder shall have the right to include a number of shares owned by it in the offering in an amount up to the product of (A) the aggregate number of shares the Stockholders as a group are entitled to include in such offering multiplied by (B) such Stockholder's Registration Percentage; PROVIDED, that the Stockholders shall be entitled to increase on a pro rata basis the number of Shares they can include in such offer to the extent any Stockholder includes less than the full number of shares it has a right to include in such offering. For the purposes of this clause, the Apollo Stockholders and the Blackstone Stockholders may allocate their rights to include shares in an offering among their respective Affiliates in their sole discretion. The Stockholders shall give each other reasonable notice in advance of the exercise of any shelf, demand or piggy-back rights pursuant to any Registration Rights Agreement.
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Shares Included. (a) Subject to Section 5.3(b) hereof, in connection with any offering made pursuant to a registration statement in which the Stockholders are entitled to include Shares beneficially owned by them, whether pursuant to shelf, demand or "piggyback" registration rights, each Stockholder shall have the right to include a number of shares owned by it in the offering in an amount up to the product of (A) the aggregate number of shares the Stockholders as a group are entitled to include in such offering multiplied by (B) such Stockholder's Registration Percentage; provided, that the Stockholders shall be entitled to increase on a pro rata basis the number of shares they can include in such offer to the extent any Stockholder includes less than the full number of shares it has a right to include in such offering. For the purposes of this clause, the Stockholders may allocate their rights to include shares in an offering among their respective Affiliates in their sole discretion. The Stockholders shall give each other reasonable notice in advance of the exercise of any shelf, demand or piggy-back rights pursuant to any Registration Rights Agreement. (b) Notwithstanding anything else contained herein, if a registration statement is filed in response to the first three demands made by the Apollo/Blackstone Shareholders (the "First Three Demands") pursuant to Section 2.2 of the Restated Registration Rights Agreement, dated the date hereof, among the Company and the Stockholders (the "Registration Rights Agreement"), then the Non-Apollo/Blackstone Shareholders shall not be entitled to have their Registerable Securities included in the coverage of such a registration statement, provided, that if the First Three Demands include Additional Shares (or shares into which Additional Shares have been or are to be converted), then the Non-Apollo/Blackstone Shareholders shall be entitled to have their Securities included in the coverage of such registration statement, on the terms and conditions set forth in Section 2.1 of the Amended Registration Rights Agreement. Capitalized terms used in this clause (b) shall have the meanings given thereto in the Registration Rights Agreement.
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Shares Included. For the purposes of this Agreement, the definition of the Subject Shares, shall be deemed to include: (a) all other shares of Common Stock of the Corporation acquired by any of the Shareholders subsequent to the date of hereof, whether such acquisition is as a result of purchase, gift or other acquisition or as a result of any stock splits, stock dividends, rights offerings or other distributions of Common Stock of the Corporation. (b) all other shares of Common Stock of the Corporation held by any party executing a counterpart of this Agreement subsequent to the date hereof.
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Related to Shares Included

  • Number; Inclusion references to the plural include the singular, the plural, the part and the whole; “or” has the inclusive meaning represented by the phrase “and/or,” and “including” has the meaning represented by the phrase “including without limitation”;

  • Owner Inclusion It is understood and agreed by all parties that “Owner/s” shall include the City of Lincoln, Lancaster County, Nebraska and Xxxxxxx-Xxxxxxxxx County Public Building Commission. Whenever in the Contract documents, including the instructions to bidders, specifications, insurance requirements, bonds, and terms and conditions or any other documents which are a part of the Contract, a singular entity is referenced (i.e., “the City” or “the County” or “Building Commission”) it shall mean the “Owners” encompassing the City of Lincoln, Lancaster County and Xxxxxxx-Xxxxxxxxx County Building Commission. Notwithstanding the foregoing, the duties and obligations of the City, the County, and the Building Commission pursuant to the Contract shall be treated as divisible and severable duties and obligations, and default by any one of the City, the County, or the Building Commission shall not be attributed to any other of the Owners, but shall remain the sole obligation of the defaulting entity.

  • Singular Includes the Plural; Gender; Title Reference Whenever the singular number is used in this Contract and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders, and the word “person” or “entity” shall include corporation, firm, partnership, or any other combination or association. The use of the title “Bidder”, “Vendor”, “Contractor” or “Consultant” within this contract or associated bid documents shall be deemed interchangeable and shall refer to the person or entity with whom the City of Sparks is contracting for the service or product referenced within this contract.

  • Right to Include Registrable Securities If Echo at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own account, it will each such time give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act all Registrable Securities which Echo has been so requested to register by each Holder (subject to Section 2.2(c)); provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo shall determine pursuant to a Board Resolution not to register or to delay registration of such equity securities, the Company and Echo shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1.

  • Founder Shares In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination, 50% of the Founder Shares will be released from such transfer restrictions. The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

  • Other Shares The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Services Included in Annual Fee Per Fund Daily Performance Reporting § Advisor Information Source Web Portal § USBFS Legal Administration (e.g., registration statement update)

  • Reserved Shares The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be decided by the mutual agreement, from time to time, of the Dealer Manager and the Company. The Dealer Manager reserves the right to notify Soliciting Dealer by United States mail or by other means of the number of Shares reserved for sale by Soliciting Dealer, if any. Such Shares will be reserved for sale by Soliciting Dealer until the time specified in the Dealer Manager’s notification to Soliciting Dealer. Sales of any reserved Shares after the time specified in the notification to Soliciting Dealer or any requests for additional Shares will be subject to rejection in whole or in part.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

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