Company Derivative Security definition

Company Derivative Security has the meaning in Section 2.3(b).
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Company Derivative Security means any subscription, conversion right, call right, put right, warrant, phantom stock right or other agreement, security or commitment of any character or kind providing for or obligating the Company or any of its Subsidiaries to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold: (i) any shares of Company Capital Stock or any other equity interest in Company, (ii) any securities convertible into, or exchangeable or exercisable for, any Company Capital Stock or any other equity security of Company or (iii) any obligations measured by the price or value of any shares of Company Capital Stock or any other equity security of Company, in each case, whether or not vested, convertible, exchangeable or exercisable, but excluding any Company Option or Company Preferred Stock. “Company Intellectual Property” means any and all Intellectual Property Rights that are owned or purported to be owned by or exclusively licensed to the Company. Annex A-2
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Examples of Company Derivative Security in a sentence

  • Each Company Derivative Security will be exchanged for the respective Parent Derivative Security as provided in this paragraph.

  • Parent shall cause the Escrow Agent to distribute certificates for Additional Escrowed Shares representing the First Share Price Shares to the Holders and the Derivative Holders (subject to and only upon the exercise of such Company Derivative Securities in accordance with the terms of the applicable Company Derivative Security Agreement) in accordance with Sections 2.5(a)(i), 2.13 or 2.18, as the case may be, on the fifth (5th) Business Day following the First Share Price Measurement Period.

  • This led to massive government bailouts in both the U.S. and United Kingdom in or- der to prevent the collapse of the bro- ader financial system (Barker, 2008; Darling, 2008; Paulson, 2008; U.S. Senate Committee on Banking Hou- sing and Urban Affairs, 2008).

  • A notice under subsection (1) in relation to a building, structure or object may be given to any person whom the Minister reasonably believes occupies, or has an interest in, the land on which the building, structure or object is situated.

  • The fees of the Stockholder Representative for the Earnout Accounting Firm shall be paid out of the Expenses Escrow Account, provided that any fees and disbursements in excess of the Expenses Reserve shall be paid, at the Stockholder Representative election, from any remaining unpaid Deferred Payment or the Escrow Fund at the time of distribution to the Company Stockholders or Eligible Company Derivative Security Holders.

  • In the event the Merger is not consummated by the Outside Closing Date or is terminated earlier in accordance with the terms hereof, unless otherwise agreed to in writing by the Stockholder Representative, the Instruments shall be returned to the Company Stockholders and Eligible Company Derivative Security Holders as appropriate.

  • Any amounts paid or liabilities incurred or accrued in connection with the treatment of a holder of a Company Derivative Security Holder other than as contemplated hereby (including without limitation, any payment or liability in connection with the payment of any principal or interest of any convertible debt or any dividend or redemption of any Company Preferred Stock) shall reduce the Aggregate Merger Consideration.

  • Any fees and disbursements in excess of the Expenses Reserve shall be paid, at the Stockholder Representative’s election, from any remaining unpaid Deferred Payment or the Escrow Fund at the time of distribution to the Company Stockholders or Eligible Company Derivative Security Holders.

  • At the Effective Time, each Company Derivative Security that is outstanding and unexercised immediately prior thereto, shall be assumed by Parent and converted into an option or warrant to purchase shares of Parent Common Stock on the same terms and conditions as are in effect for the Company Derivative Security immediately prior to the Effective Time as adjusted as set forth below.

  • Each Company Stockholder and each Eligible Company Derivative Security Holder shall also receive together with each Merger Share issued to him, her or it in the Merger pursuant to this Article 1 an associated preferred share purchase right (“Parent Purchase Right”) pursuant to the Rights Agreement.

Related to Company Derivative Security

  • Derivative Security means any right, option, warrant or other security convertible into or exercisable for Common Stock.

  • Derivative Securities means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.

  • Definitive Security means a certificated Initial Security or Exchange Security (bearing the Restricted Securities Legend if the transfer of such Security is restricted by applicable law) that does not include the Global Securities Legend.

  • Restricted Definitive Security means a Definitive Security bearing the Private Placement Legend.

  • Executive Securities means the Class A Common acquired by the Executive and will include units of the Company's Common Interests issued with respect to Executive Securities by way of a split, dividend, combination, exchange, conversion, or other recapitalization, merger, consolidation or reorganization. Executive Securities will cease to be Executive Securities when transferred pursuant to a Qualified Public Offering or Sale of the Company. Executive Securities will continue to be Executive Securities in the hands of any holder other than the Executive, including all transferees of the Executive (except for the Company and the Investor (or its designee)), and except as otherwise provided herein, each such other holder of Executive Securities will succeed to all rights and obligations attributable to the Executive as a holder of Executive Securities hereunder.

  • Unrestricted Definitive Security means Definitive Securities and any other Securities that are not required to bear, or are not subject to, the Restricted Securities Legend.

  • Certificated Note means a Note in registered individual form without interest coupons.

  • Regulation S Global Security The meaning specified in Section 3.01(c).

  • Restricted Global Security As defined in Section 3.01(c).

  • Reference Security means the security specified as such in the relevant Final Terms. If a Reference Security is no longer outstanding, a Similar Security will be chosen by the Quotation Agent at 11:00 a.m. (CET) on the third Business Day preceding the Make-whole Redemption Date, quoted in writing by the Quotation Agent to the Issuer and published in accordance with Condition 12 (Notices).

  • Derivative Interest means any derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in value as the value of the underlying equity increases, including, but not limited to, a long convertible security, a long call option and a short put option position, in each case, regardless of whether (x) such interest conveys any voting rights in such security, (y) such interest is required to be, or is capable of being, settled through delivery of such security or (z) transactions hedge the economic effect of such interest.

  • Loaned Security means any “security” which is delivered as a Loan under a Securities Loan Agreement; provided that, if any new or different security shall be exchanged for any Loaned Security by recapitalization, merger, consolidation, or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Loaned Security in substitution for the former Loaned Security for which such exchange was made.

  • Excluded Securities means, provided such security is issued at a price which is greater than or equal to the arithmetic average of the Closing Bid Prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date of issuance, any of the following: (a) any issuance by the Company of securities in connection with a strategic partnership or a joint venture (the primary purpose of which is not to raise equity capital), (b) any issuance by the Company of securities as consideration for a merger or consolidation or the acquisition of a business, product, license, or other assets of another person or entity and (c) options to purchase shares of Common Stock, provided (I) such options are issued after the date of this Warrant to employees of the Company within thirty (30) days of such employee's starting his employment with the Company, and (II) the exercise price of such options is not less than the Closing Bid Price of the Common Stock on the date of issuance of such option.

  • Original Class B-4 Fractional Interest As to the first Distribution Date, the percentage obtained by dividing the sum of the Original Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal Balance and the Original Class B Principal Balance. The Original Class B-4 Fractional Interest is specified in Section 11.19.

  • Bid Security (BS) means Earnest Money Deposit / monetary or financial guarantee to be furnished by a bidder along with its tender.

  • Restricted Certificated Note means a Certificated Note bearing the Private Placement Legend.

  • Original Class B-5 Fractional Interest As to the first Distribution Date, the percentage obtained by dividing the Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal Balance and the Original Class B Principal Balance. The Original Class B-5 Fractional Interest is specified in Section 11.20.

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Additional Book Basis Derivative Items means any Book Basis Derivative Items that are computed with reference to Additional Book Basis. To the extent that the Additional Book Basis attributable to all of the Partnership’s Adjusted Property as of the beginning of any taxable period exceeds the Aggregate Remaining Net Positive Adjustments as of the beginning of such period (the “Excess Additional Book Basis”), the Additional Book Basis Derivative Items for such period shall be reduced by the amount that bears the same ratio to the amount of Additional Book Basis Derivative Items determined without regard to this sentence as the Excess Additional Book Basis bears to the Additional Book Basis as of the beginning of such period.

  • Original Class B-1 Fractional Interest As to the first Distribution Date, the percentage obtained by dividing the sum of the Original Class B-2 Principal Balance, the Original Class B-3 Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal Balance and the Original Class B Principal Balance. The Original Class B-1 Fractional Interest is specified in Section 11.16.

  • Original Class B-2 Fractional Interest As to the first Distribution Date, the percentage obtained by dividing the sum of the Original Class B-3 Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal Balance and the Original Class B Principal Balance. The Original Class B-2 Fractional Interest is specified in Section 11.17.

  • Unrestricted Certificated Security means a Certificated Security that is not a Transfer Restricted Security.

  • Original Class B-3 Fractional Interest As to the first Distribution Date, the percentage obtained by dividing the sum of the Original Class B-4 Principal Balance, the Original Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal Balance and the Original Class B Principal Balance. The Original Class B-3 Fractional Interest is specified in Section 11.18.

  • Registered Global Security means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance with Section 2.04, and bearing the legend prescribed in Section 2.04.

  • Original Fractional Interest With respect to each of the following Classes of Subordinate Certificates, the corresponding percentage described below, as of the Closing Date: Class B-1 % Class B-2 % Class B-3 % Class B-4 % Class B-5 % Class B-6 % Original Subordinate Certificate Balance: $ . OTS: The Office of Thrift Supervision.

  • Uncertificated Notional Amount With respect to REMIC 2 Regular Interest Swap IO and each Distribution Date listed below, the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests ending with the designation “A” listed below: Distribution Date REMIC I Regular Interests 3 I-2-A through I-59-A and II-2-A through II-59-A 4 I-3-A through I-59-A and II-3-A through II-59-A 5 I-4-A through I-59-A and II-4-A through II-59-A 6 I-5-A through I-59-A and II-5-A through II-59-A 7 I-6-A through I-59-A and II-6-A through II-59-A 8 I-7-A through I-59-A and II-7-A through II-59-A 9 I-8-A through I-59-A and II-8-A through II-59-A 10 I-9-A through I-59-A and II-9-A through II-59-A 11 I-10-A through I-59-A and II-10-A through II-59-A 12 I-11-A through I-59-A and II-11-A through II-59-A 13 I-12-A through I-59-A and II-12-A through II-59-A 14 I-13-A through I-59-A and II-13-A through II-59-A 15 I-14-A through I-59-A and II-14-A through II-59-A 19 I-18-A through I-59-A and II-18-A through II-59-A 20 I-19-A through I-59-A and II-19-A through II-59-A 22 I-21-A through I-59-A and II-21-A through II-59-A 24 I-23-A through I-59-A and II-23-A through II-59-A 25 I-24-A through I-59-A and II-24-A through II-59-A 26 I-25-A through I-59-A and II-25-A through II-59-A 27 I-26-A through I-59-A and II-26-A through II-59-A 28 I-27-A through I-59-A and II-27-A through II-59-A 29 I-28-A through I-59-A and II-28-A through II-59-A 30 I-29-A through I-59-A and II-29-A through II-59-A 33 I-32-A through I-59-A and II-32-A through II-59-A 34 I-33-A through I-59-A and II-33-A through II-59-A 35 I-34-A through I-59-A and II-34-A through II-59-A 36 I-35-A through I-59-A and II-35-A through II-59-A 38 I-37-A through I-59-A and II-37-A through II-59-A 39 I-38-A through I-59-A and II-38-A through II-59-A 40 I-39-A through I-59-A and II-39-A through II-59-A 41 I-40-A through I-59-A and II-40-A through II-59-A 42 I-41-A through I-59-A and II-41-A through II-59-A 43 I-42-A through I-59-A and II-42-A through II-59-A 44 I-43-A through I-59-A and II-43-A through II-59-A 45 I-44-A through I-59-A and II-44-A through II-59-A 48 I-47-A through I-59-A and II-47-A through II-59-A 49 I-48-A through I-59-A and II-48-A through II-59-A 50 I-49-A through I-59-A and II-49-A through II-59-A 51 I-50-A through I-59-A and II-50-A through II-59-A 52 I-51-A through I-59-A and II-51-A through II-59-A 53 I-52-A through I-59-A and II-52-A through II-59-A 54 I-53-A through I-59-A and II-53-A through II-59-A 55 I-54-A through I-59-A and II-54-A through II-59-A 56 I-55-A through I-59-A and II-59-A through II-59-A 57 I-56-A through I-59-A and II-56-A through II-59-A 58 I-57-A through I-59-A and II-57-A through II-59-A 59 I-58-A through I-59-A and II-58-A through II-59-A 60 I-59-A and II-59-A thereafter $0.00