Affiliate Shares definition

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

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

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

• You may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or any Affiliate to withhold Shares otherwise issuable to you or (ii) by delivering to the Company or any Affiliate Shares already owned by you.

• The Affiliate Shares shall be included in determining whether the minimum and maximum number of Shares have been subscribed for, and all references herein to subscriptions from Prospective Investors shall be deemed to include the Affiliate Shares.

• Officers, directors and employees of the Company and the Placement Agent may purchase Shares on the same terms and conditions as other investors (the "Affiliate Shares").

• Pubco hereby agrees, on the terms and conditions set forth in Exhibit B hereto, to register the resale of the Additional Shares (and any Affiliate Shares as described below) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, and applicable state securities laws.

• Pubco agrees that, within thirty (30) calendar days after the Closing, it will file with the SEC (at Pubco’s sole cost and expense) the Investor Resale Registration Statement registering the resale of the Additional Shares and, if applicable, any Affiliate Shares, and Pubco shall use its commercially reasonable efforts to have the Investor Resale Registration Statement declared effective as soon as practicable after the filing thereof.

More Definitions of Affiliate Shares

Affiliate Shares has the meaning ascribed to it in Section 4.3 hereof;

Affiliate Shares means any Shares owned by an executive officer or director of Parent (including ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇) or by an affiliate of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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 means any Shares owned by an executive officer or director of Parent (including M▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇) or by an affiliate of M▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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 has the meaning set forth in the preamble.

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 shall have the meaning set forth in Section 5.

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