Company Equity Security definition

Company Equity Security means Common Stock and any equity security of the Company that is convertible into or exchangeable for Common Stock, including any securities or Common Stock Equivalents which, in accordance with their terms, are exercisable or convertible into or exchangeable for shares of Common Stock.
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Company Equity Security shall have the meaning set forth in Section 8.3(a).
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Company Equity Security means an Equity Security issued by the Company or that is convertible into an Equity Security of the Company.
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Examples of Company Equity Security in a sentence

  • The Company shall give written notice (an “Issuance Notice”) of any proposed Company Equity Security Transaction (as described in Section 3(a) above) to the Investor not less than twenty (20) calendar days prior to the expected consummation date of such Company Equity Security Transaction; provided that no Issuance Notice need be given in respect of any Exempt Share Transaction (as hereinafter defined).

  • None of such Company Equity Securities were issued in violation of preemptive rights of any past or present holder of any Company Equity Security.

  • There is no Convertible Security of the Company, or any right to purchase or otherwise acquire any Company Equity Security (an "Equity Purchase Right"), that is now outstanding and no Company Convertible Security or other Equity Purchase Right shall be outstanding at or prior to the Effective Time.

  • The restrictions on the Transfer of Company Equity Securities set forth in this Section 1 shall continue with respect to all Company Equity Securities until the consummation of a Qualified Public Offering, except that the restrictions on Transfer set forth in this Section 1 shall terminate with respect to any particular Company Equity Security upon such earlier date on which such Company Equity Security has been transferred in a Public Sale or pursuant to Section 2 below.

  • If the Company is a corporation, no shares of capital stock are held in the treasury of the Company except as set forth on SCHEDULE 2.5.2. None of such Company Equity Securities were issued in violation of preemptive rights of any past or present holder of any Company Equity Security.

  • Such Issuance Notice shall set forth (i) the number of, and the price at which and the other material terms and conditions on which, such shares of Company Equity Security are proposed to be sold in such Company Equity Security Transaction, and (ii) the number of First Offer Shares that the Investor will be entitled to purchase (determined as provided in Section 3(a) above), assuming the actual sale of all of the Company Equity Securities proposed to be sold in such Company Equity Security Transaction.

  • Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, the Merger Consideration otherwise payable at Closing in respect of each Company Equity Security pursuant to each of Sections 2.06(a)(i), 2.06(b)(ii), 2.06(c)(ii), 2.08(b)(ii)(A), 2.08(b)(iii)(A) and 2.09(b)(A) shall be reduced, in each case, by an amount equal to the amount of the Merger Consideration otherwise payable in respect of such Company Equity Security at Closing multiplied by the Escrow Percentage.

Related to Company Equity Security

  • Equity Security means any stock or similar security, including, without limitation, securities containing equity features and securities containing profit participation features, or any security convertible into or exchangeable for, with or without consideration, any stock or similar security, or any security carrying any warrant, right or option to subscribe to or purchase any shares of capital stock, or any such warrant or right.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Equity Securities means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

  • Company Equity Plan means, collectively, (a) the Amended and Restated Cerevel Therapeutics, Inc. 2018 Equity Incentive Plan, (b) the Cerevel Therapeutics, Inc. 2020 Equity Incentive Plan and (c) each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company.

  • Hybrid Equity Securities means securities issued by Borrower or any subsidiary that (a) are classified as possessing a minimum of (i) “intermediate equity content” by S&P and (ii) “Basket C equity credit” by Moody’s and (b) do not contain any scheduled principal payments or prepayments or any mandatory redemptions or mandatory repurchases prior to the date that is at least 91 days after the latest applicable Maturity Date.

  • equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Company Security means any class or series of equity or voting interest in the Company (but excluding any options, rights, warrants and appreciation rights relating to an equity or voting interest in the Company), including Common Shares and the Voting Share.

  • Company Equity Plans means any stock option, stock incentive, stock purchase or other equity compensation plan, sub-plan or non-plan agreement sponsored or maintained by the Company or any Subsidiary or controlled Affiliate of the Company or to which any such entity is a party.

  • Company Equity Award means a Company Stock Option or a Company Stock Award or a phantom stock award, as the case may be.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Fully-Diluted Common Stock means the aggregate of all outstanding Common Stock as of the date hereof, plus all shares of Common Stock issuable upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock of the Company which securities are outstanding or issuable as of the date hereof.

  • Fully Diluted Shares means the sum, without duplication, of (a) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, (b) the number of shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time and (c) the number of shares of Common Stock underlying the Restricted Stock Units or any other equity or other convertible securities that are issued and outstanding immediately prior to the Effective Time.

  • Security, Securities shall have the meaning set forth in Section 2(1) of the Securities Act;

  • Equity Equivalents means with respect to any Person any rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of such Person or securities exercisable for or convertible or exchangeable into Equity Interests of such Person, whether at the time of issuance or upon the passage of time or the occurrence of some future event.

  • Company Equity Awards means the Company Options and the Company RSUs.

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Parent Capital Stock means Parent Common Stock and Parent Preferred Stock.

  • equity share capital means the total issued and paid-up equity share capital of the Company, calculated on a Fully Diluted Basis.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Company Shares means the common shares in the capital of the Company;

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.