Beneficial Ownership Limits definition

Beneficial Ownership Limits shall have the meaning specified in Section 5.09(B).
Sample 1Sample 2
Beneficial Ownership Limits shall have the meaning specified in Section 5.09(B). “Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board. “Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York (or, for purposes of Section 2.05(C), the applicable place of payment) is authorized or required by law or executive order to close or be closed. “Capital Stock” of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity. “Close of Business” means 5:00 p.m., New York City time. “Common Stock” means the common stock, $0.0001 par value per share, of the Company, subject to Section 5.08. “Company” means the Person named as such in the first paragraph of this Indenture and, subject to Article 6, its successors and assigns. “Company Order” means a written request or order signed on behalf of the Company by one (1) of its Officers and delivered to the Trustee. “Conversion Date” means, with respect to a Note, the first Business Day on which the requirements set forth in Section 5.02(A) to convert such Note are satisfied. “Conversion Price” means, as of any time, an amount equal to (A) one thousand dollars ($1,000) divided by (B) the Conversion Rate in effect at such time.
Sample 1

Examples of Beneficial Ownership Limits in a sentence

  • Any purported delivery of shares of Common Stock upon conversion of the Notes shall be void and have no effect to the extent, but only to the extent, that such delivery would result in any Person becoming the Beneficial Owner of shares of Common Stock outstanding at such time in excess of the Beneficial Ownership Limits applicable to such Person.

  • Neither the Trustee nor the Conversion Agent shall have any obligation to monitor the Beneficial Ownership Limit (as to a particular Person or as to all Persons) or any of the information on Schedule A to this Supplemental Indenture, and the Trustee and the Conversion Agent may conclusively presume that the settlement method elected by the Company complies with the Beneficial Ownership Limits.

  • The Company may, at its option with the approval of the Board of Directors and subject to the applicable listing standards of The Nasdaq Stock Market LLC (or any other stock exchange where any securities of the Company are then listed), waive the General Beneficial Ownership Limits (as to a particular Person or as to all Persons).

  • Neither the Trustee nor the Conversion Agent shall have any duty to monitor Beneficial Ownership Limits or to monitor the Company’s or any Holder’s compliance with this Section 14.13.

Related to Beneficial Ownership Limits

  • Beneficial Ownership Limitation shall have the meaning set forth in Section 4(d).

  • Ownership Limit means, for any Person other than the Initial Holder or a Look-Through Entity, a number of the Outstanding shares of Class C Preferred Stock of the Corporation having an Aggregate Value not in excess of the excess of (x) 8.7% of the Aggregate Value of all Outstanding shares of Equity Stock over (y) the Aggregate Value of all shares of Equity Stock other than Class C Preferred Stock that are Beneficially Owned by the Person.

  • Ownership Limitation shall have the meaning set forth in Section 2.01(c)(i).

  • Common Share Ownership Limit means not more than 9.8 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the Outstanding Common Shares, or such other percentage determined by the Manager in accordance with Section 13.9.

  • Aggregate Share Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding Shares and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares.

  • Aggregate Ownership Limit means not more than 9.8 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the Outstanding Shares, or such other percentage determined by the Manager in accordance with Section 13.9.

  • Look-Through Ownership Limit means, for any Look-Through Entity, a number of the Outstanding shares of Class B Preferred Stock of the Corporation having an Aggregate Value not in excess of the excess of (x) 15% of the Aggregate Value of all Outstanding shares of Equity Stock over (y) by the Aggregate Value of all shares of Equity Stock other than Class B Preferred Stock that are Beneficially Owned by the Look-Through Entity.

  • Common Stock Ownership Limit means not more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock of the Company. The number and value of outstanding shares of Common Stock of the Company shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.

  • Aggregate Stock Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding shares of Equity Stock. The value of the outstanding shares of Equity Stock shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.

  • Beneficial Ownership shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

  • Beneficial Ownership Interest means the right to receive payments and notices with respect to the Bonds held in a Book Entry System.

  • Beneficial Ownership Regulation means 31 C.F.R. § 1010.230.

  • Beneficially Own has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

  • Non-U.S. Beneficial Ownership Certification As defined in Section 5.03(f) of this Agreement.

  • Potential Beneficial Owner means a customer of a Broker-Dealer or a Broker-Dealer that is not a Beneficial Owner of APS but that wishes to purchase such shares, or that is a Beneficial Owner that wishes to purchase additional APS.

  • Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

  • Maximum Percentage means 4.99%; provided, that if at any time after the date hereof the Holder Group beneficially owns in excess of 4.99% of any class of Equity Interests in the Company that is registered under the Exchange Act (excluding any Equity Interests deemed beneficially owned by virtue of this Warrant or the Note), then the Maximum Percentage shall automatically increase to 9.99% so long as the Holder Group owns in excess of 4.99% of such class of Equity Interests (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon the Holder Group ceasing to own in excess of 4.99% of such class of Equity Interests); and (ii) the term “Holder Group” shall mean the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.

  • Trust Beneficial Owner means Global Funding, in its capacity as the sole beneficial owner of the Trust, and its successors.

  • Beneficial Owner and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

  • Minimum Percentage means 3% of the number of outstanding shares of common stock of the Corporation as provided in the most recent 1934 Act filing made by the Corporation with the SEC immediately prior to the submission of the Nomination Notice.

  • Beneficial Owners means Persons who Beneficially Own the referenced securities.

  • Excepted Holder Limit means, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board pursuant to Section 5.9(ii)(g), and subject to adjustment pursuant to Section 5.9(ii)(h), the percentage limit established by the Board pursuant to Section 5.9(ii)(g).

  • Beneficial shareholder means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

  • Beneficially Owns and "Beneficially Owned" shall have a corresponding meaning.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).