Applicable Holder means any Holder of Registrable Securities that are not subject to an applicable Lock-up Period as of the effectiveness of the applicable Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the final prospectus or prospectus supplement for such offering. Subject to Section 2.2.2, the Company shall cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Applicable Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.
Applicable Holder. As defined in Section 6(d) hereof. Blackout Period: The period of time (a) that the Company and the Guarantors may delay filing and distributing (i) a post-effective amendment to (x) the Shelf Registration Statement or (y) after the date on which the Exchange Offer is Consummated, the Exchange Offer Registration Statement that is required to be effective to permit resales of Series B Notes by Broker-Dealers as contemplated by Section 3(c) below or (ii) a supplement to any related Prospectus and (iii) any other required document so that, as thereafter delivered to Holders or purchasers of Transfer Restricted Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading if the Company determines reasonably and in good faith that compliance with the disclosure obligations necessary to maintain the effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement at such time could reasonably be expected to have a material adverse effect on the Company, any of the Guarantors or a pending financing, acquisition, disposition, merger or other material corporate transaction involving the Company or any of its subsidiaries, or (b) when (i) the Shelf Registration Statement or (ii) after the date on which the Exchange Offer is Consummated, the Exchange Offer Registration Statement that is required to remain effective to permit resales of Exchange Notes by Broker-Dealers as contemplated by Section 3(c) below, in each case, ceases to be effective or any related Prospectus is not usable solely because the Company filed a post-effective amendment to any such Registration Statement to include annual audited financial information or quarterly unaudited financial information with respect to the Company and the Guarantors and such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus (it being understood that, in the case of this clause (b), the Company and the Guarantors shall be required to use their commercially reasonable efforts to cause any such post-effective amendment to become effective as soon as practicable); provided that, during any consecutive twelve-month period, such Blackout Periods shall not occur more than 60 days in the aggregate; and provided further t...
Applicable Holder has the meaning assigned to such term in the definition of the term “Applicable Change of Control.”
Examples of Applicable Holder in a sentence
The Company shall use its commercially reasonable efforts to cause all Shares specified in the Piggyback Notice to be registered under the Securities Act so as to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by such Applicable Holder of the shares so registered, subject, however, to the limitations set forth in Section 7.2 hereof.
All dividends payable in cash with respect to the Stock Consideration while the Stock Consideration is held in escrow shall be paid to the Applicable Holder.
In the event such Applicable Holder does not timely deliver the Notice, then any Key Holder may send the Notice on behalf of the Applicable Holder which will be deemed delivered when sent by any such Key Holder and which will still constitute a Notice for purposes hereof.
Each Applicable Holder may elect to purchase the securities so offered by giving written notice thereof to the Company within such 15-day period, including in such written notice the maximum number of shares of capital stock or other securities of the Company that the Applicable Holder wishes to purchase, including the number of such shares it would purchase if one or more other Applicable Holders do not elect to purchase their respective Pro Rata Allotments.
Notwithstanding the foregoing, upon any Controlled Account Release, but solely with respect to such portion of the Restricted Principal hereunder subject to such Controlled Account Release, the Applicable Holder hereby agrees that it shall be deemed to automatically release any lien created by this Section 14(q)(iv)(3) on such Controlled Account Release Amount.
More Definitions of Applicable Holder
Applicable Holder means a holder of Series Preferred as of immediately prior to the Special Conversion Adjustment Time.
Applicable Holder means, at any time, (i) if at such time there is a Significant Holder, the Significant Holder and (ii) otherwise, the Majority Holders.
Applicable Holder has the meaning set forth in Section 2.4(f) of this Agreement.
Applicable Holder means TWCT Parties, SUN, IGP, Yossi Carmil, Dana Garner and any other Person selling Shares in the PIPE Investment (as defined in the Merger Agreement), and each Person to whom any of the foregoing Persons transfers any Shares (excluding any PIPE Shares (as defined in the Merger Agreement) or Shares acquired in the public market after the Closing Date) prior to expiration of the Lock-Up Period.
Applicable Holder has the meaning ascribed to it in Section 5.1.
Applicable Holder. As defined in Section 6(d) hereof.
Applicable Holder means the Seller, or, if all or a portion of the Stock Consideration has been transferred to Xxxxx Xxxxxxx in compliance with this Agreement, Xxxxx Xxxxxxx. “2022 Annual Bonuses” has the meaning set forth in Section 6.3(d). “Xxxxxxx” has the meaning set forth in the Preamble. “Affiliate” of a Person means (a) with respect to a legal person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, (b) with respect to any natural person: (i) any other Person that directly or indirectly, through one or more intermediaries, is controlled by such natural person; (ii) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of that natural person or his/her spouse, including adoptive relationships; or (iii) the trustees, acting in their capacity as such trustees, of any trust of which that natural person or any natural person within clause (b)(ii) of this definition is a beneficiary or, in the case of a discretionary trust, is a discretionary object. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. “Agreed Allocation” has the meaning set forth in Section 8.5. “Agreement” has the meaning set forth in the preface. “Allocation Objection Notice” has the meaning set forth in Section 8.5. “Assets” means all Cash and Cash equivalents, marketable securities, personal property, real property, Contracts, leases, warranties, or Permits, in each case, held, used or owned by the Company and all other assets of the Company. “Audited Financial Statements” has the meaning set forth in Section 3.8(a). “Baird Engagement Letter” means that certain Engagement Letter Agreement, dated as of January 25, 2022, by and between the Company and Xxxxxx X. Xxxxx and Co.