Beneficial Ownership Requirement definition

Beneficial Ownership Requirement means, as at any date, that (i) the Investor and its Affiliates beneficially own or control at least 35% of the Preferred Units originally purchased by the Investor pursuant to the Subscription Agreement, or (ii) the As-Exchanged Ownership of the Investor and its Affiliates is equal to or greater than 5.0%;
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Beneficial Ownership Requirement means, as at any date, that the Investors and their Affiliates beneficially own or control, directly and/or indirectly, in the aggregate, (a) such number of Preferred Units, Warrants and/or Common Shares (including Common Shares owned or controlled as a result of the exchange of any Preferred Units or the exercise of any Warrants or the Participation Right) that is equal to at least 2% of the number of Common Shares issued and outstanding as at such relevant date, or (b) Preferred Units, Warrants and/or Common Shares (including Common Shares owned or controlled as a result of the exchange of any Preferred Units, or the exercise of any Warrants or the Participation Right) with a Fair Market Value that is equal to at least $10 million as at such relevant date; for the avoidance of doubt, the calculations in each of (a) and (b) will be calculated as if any such Preferred Units and/or Warrants beneficially owned or controlled by the Investors or any of its Affiliates as at the relevant date had been exchanged and/or exercised for Exchange Common Shares in accordance with the terms of the Exchange Agreement and the LLC Agreement or the Warrant Certificate, as applicable, immediately prior to such relevant date, and in respect of (b), the Beneficial Ownership Requirement will only be considered not to be satisfied when the Fair Market Value of such securities is below the threshold for a period of 30 consecutive trading days;
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Beneficial Ownership Requirement means that the Investor, together with any of its Affiliates, continues to beneficially own at all times shares of Common Stock that represent (in the aggregate) at least 5.0% of the Issued and Outstanding Common Stock.
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Examples of Beneficial Ownership Requirement in a sentence

  • The provisions of this Article 3 (other than Section 3.6 and this Section 3.7) shall terminate and be of no further force or effect on the earlier of (a) the Company having effected two Demand Registrations, and (b) the first day following the date on which the Beneficial Ownership Requirement is no longer satisfied.

  • The provisions of this Article 3 (other than this Section 3.3) shall terminate and be of no further force or effect on the first day following the date on which the Beneficial Ownership Requirement is no longer satisfied.

  • The provisions of this Article 4 (other than Section 4.6 and this Section 4.8) shall terminate and be of no further force or effect on the earlier of (a) the Company having effected five Demand Registrations and (b) the first day following the date on which the Beneficial Ownership Requirement is no longer satisfied.

  • The term of this Agreement shall commence on the date of this Agreement and shall continue in force until the later of (i) the first day following the date on which the Beneficial Ownership Requirement is no longer satisfied, and (ii) the date that is 18 months from the Initial Nomination Date.


More Definitions of Beneficial Ownership Requirement

Beneficial Ownership Requirement means that the Investor Parties (including for these purposes, Hill City) continue to beneficially own at all times shares of Series A Preferred Stock and/or shares of Parent Common Stock that represent (in the aggregate and on an as exchanged basis) at least 7.5% of the issued and outstanding shares of Parent Common Stock.
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Beneficial Ownership Requirement means that the Investor Parties continue to beneficially own at all times shares of Series C Preferred Stock and/or shares of Common Stock that represent, in the aggregate and on an as converted basis, at least 5.0% of the number of shares of Common Stock beneficially owned by the Investor Parties, on an as converted basis, as of the Issue Date, in each case as appropriately adjusted to account for any event that results in an adjustment to the Conversion Price in accordance with Section 10.
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Beneficial Ownership Requirement shall have the same meaning and be calculated in the same manner as “50% Beneficial Ownership Requirement” below, except that references to “50%” are deemed replaced with “25%.” “50% Beneficial Ownership Requirement” means that the Investor Parties continue to beneficially own at all times shares of Common Stock, in the aggregate and on an as-converted basis, at least equal to 50% of the number of shares of Common Stock issued to the Investor, on an as-converted basis, as of the Closing. For purposes of this calculation as of any date of determination, (i) to the extent any shares of Common Stock otherwise issuable upon conversion of the Preferred Shares are paid in cash, whether due to any limitation on conversion, including, but not limited to, the Conversion Share Cap or otherwise, such shares shall be excluded and (ii) such calculation shall take into effect any stock split, stock dividend or combination subsequent to the Closing in calculating the number of shares issued to the Investor on an as-converted basis as of the Closing. “Acquisition” means the proposed acquisition by Redwire Space Europe, LLC, a Delaware limited liability company, of the whole of the issued share capital of QinetiQ Space NV, a public limited liability company (naamloze vennootschap / société anonyme), incorporated under the laws of Belgium.
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Related to Beneficial Ownership Requirement

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

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

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

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

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

  • 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.

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • Certificate of Beneficial Ownership means, for each Borrower, a certificate in form and substance acceptable to Agent (as amended or modified by Agent from time to time in its sole discretion), certifying, among other things, the Beneficial Owner of such Borrower.

  • 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.

  • Continuing ownership interest means ownership of or entitlement to more than twenty five per cent of shares or capital or profits of the company;

  • 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.

  • 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.

  • Ownership Interests means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.

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

  • Voting Participant Notification is defined in Section 11.10(i) hereof.

  • Ownership Threshold has the meaning specified in Section 2.1(a).

  • 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.

  • Regulation S Permanent Global Note means a permanent Global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

  • Permanent Regulation S Global Note means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Temporary Regulation S Global Note upon expiration of the Restricted Period.

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.

  • Capital Security Beneficial Owner means, with respect to a Book Entry Interest, a Person who is the beneficial owner of such Book Entry Interest, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).