Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Issuers or their subsidiaries shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, (i) Holders of Debentures shall be deemed to be Holders, for such purposes, of the number of outstanding shares of Common Stock into which such Debentures are convertible and (ii) Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchaser or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Approval of Holders. Whenever the consent or approval of holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer Restricted Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the holders of such required percentage. For purposes of calculating the consent or approval of holders of a majority of the then outstanding aggregate principal amount of Transfer Restricted Securities, Transfer Restricted Securities which have been converted into shares of Common Stock shall be deemed to bear the principal amount at which such securities were converted.
Approval of Holders. Whenever the consent or approval of holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the holders of such required percentage. For purposes of calculating the consent or approval of holders of a majority of the then outstanding aggregate principal amount of Registrable Securities, Registrable Securities which have been converted into shares of Common Stock shall be deemed to bear the principal amount at which such securities were converted.
Approval of Holders. The Company Holder Approval shall have been validly obtained under Delaware Law, California Law and the Constituent Documents.
Approval of Holders. Whenever the consent or approval of Holders is required hereunder, Notes and Warrants held by the Company or its affiliates (as such term is defined in Rule 405 under the 1933 Act) shall not be counted in determining whether such consent ox xxxxxxal was given by the Holders of such required percentage.
Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its Affiliates (other than the Initial Purchaser or subsequent Holders if such subsequent Holders are deemed to be such Affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage; provided, however, that this Section 9(d) shall not apply to any consent, modification, amendment or waiver of any provision of this agreement which would only affect the rights or remedies of Holders of Registrable Securities who are Affiliates of the Company and which would not adversely affect the rights or remedies of any Holder of Registrable Securities that is not an Affiliate of the Company.
Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, such percentage shall be calculated based on the total of (A) the number of Shares constituting Registrable Securities plus (B) the number of Shares obtainable at the time in question if all of the Securities constituting Registrable Securities then outstanding were converted, and Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company, the Issuer or their Affiliates (other than the Initial Purchasers or subsequent Holders if such subsequent Holders are deemed to be such Affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Issuer and you. Very truly yours, LIONS GATE ENTERTAINMENT CORP. By: _______________________________ Name: Title: LIONS GATE ENTERTAINMENT INC. By: _______________________________ Name: Title: Accepted in New York, New York SG COWEN & CO., LLC By: _________________________ Name: Xxxxx: THOMAS WEISEL PARTNERS LLC By: _________________________ Namx: Xxxxe:
