Affiliate Shares definition

Affiliate Shares means any Shares held by the Adviser, a Director or any Affiliate thereof.

Affiliate Shares means the (a) shares of Common Stock, (b) options or warrants, and (c) shares of Common Stock issuable on exercise of such options and warrants owned beneficially (as determined under SEC Rule 13d-3) by the Affiliate Shareholders. For the avoidance of doubt, piggyback rights shall apply only to sales of registered securities for the Company’s own account pursuant to an underwritten transaction through a registered broker-dealer.

Affiliate Shares means the shares of Vaxcel Common Stock to be issued to the holders of Zynaxis Common Stock and Zynaxis Preferred Stock in accordance with Section 3.1 hereof who are "affiliates" of Zynaxis for purposes of Rule 145 under the 1933 Act as set forth in Section 8.13 of the Zynaxis Disclosure Memorandum.

Examples of Affiliate Shares in a sentence

• The Company or the Affiliate, as the case may be, may require or permit the Participant to satisfy the tax obligation, in whole or in part, (i) by causing the Company or Affiliate to withhold up to the maximum required number of Shares otherwise issuable to the Participant as may be necessary to satisfy such tax obligation or (ii) by delivering to the Company or Affiliate Shares already owned by the Participant.

• Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or an Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or an Affiliate to withhold Shares otherwise issuable to the Grantee or (ii) by delivering to the Company or an Affiliate Shares already owned by the Grantee.

• The Company or the Affiliate, as the case may be, may require or permit the Grantee to satisfy such obligations, in whole or in part, (A) by causing the Company or the Affiliate to withhold up to the maximum required number of Shares otherwise issuable to the Grantee as may be necessary to satisfy such withholding obligation or (B) by delivering to the Company or the Affiliate Shares already owned by the Grantee.

• Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold Shares otherwise issuable to the Grantee or (ii) by delivering to the Company or the Affiliate Shares already owned by the Grantee.

• Subject to the prior approval of the Board, the Participant may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold the minimum required number of Shares otherwise issuable to the Participant as may be necessary to satisfy such withholding obligation or (ii) by delivering to the Company or the Affiliate Shares already owned by the Participant.

More Definitions of Affiliate Shares

Affiliate Shares has the meaning given to it in Section 3.1(e);

Affiliate Shares has the meaning set forth in the preamble.

Affiliate Shares means the Company Affiliate Shares, the Seller Affiliate Shares and the equity interests of Persons other than Seller in the Affiliated Entities.

Affiliate Shares means any Shares owned by an executive officer or director of Parent (including Xxxxxxxx X. Xxxxx) or by an affiliate of Xxxxxxxx X. Xxxxx or by a member of the Immediate Family (as defined in NASD Rule IM-2110-1(l)(3)) of any of the foregoing.

Affiliate Shares shall have the meaning set forth in Section 5.

Affiliate Shares means the lesser of (i) such number of shares of Common Stock, which were Capital Partners Shares, OTQ Shares or Capital Partners 100 Shares at any time prior to the Transfer thereof, which were Transferred in one or more transactions, among MHR and its Affiliates, and that are after the Transfer thereof directly beneficially owned by either MHR or any of its Affiliates (other than Capital Partners, OTQ or Capital Partners 100)(each an “Affiliate Transferee”), and (ii) all shares of Common Stock directly beneficially owned by such Affiliate Transferee at any time after the Transfer of such Capital Partners Shares, OTQ Shares or Capital Partners 100 Shares to such Affiliate Transferee. For avoidance of doubt, no shares of Common Stock shall be deemed to be Affiliate Shares unless and until such shares cease to be either Capital Partners Shares, OTQ Shares or Capital Partners 100 Shares. “beneficial owner” shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act.

Affiliate Shares means the shares which are held by the Companies in their respective Affiliates;