Company Subject Shares definition

Company Subject Shares means shares of Company Stock which the Stockholders “beneficially own” and have the right to vote (or to direct the voting of), together with any other shares of Company Stock the voting power over which is directly or indirectly acquired by any Stockholder until the termination of this Agreement pursuant to the terms hereof, equal to forty-nine and nine tenths percent (49.9%) of the total number of outstanding shares of Company Stock.
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Company Subject Shares means, collectively, the Company Common Shares, Company Stock Options and Company Restricted Shares and the Company Common Shares represented by the Warrant Percentage in the Company Warrants set forth on Schedule I attached hereto, together with (i) any Company Common Shares issued on the exercise of Company Stock Options and Company Warrants, (ii) any Company Restricted Shares that vest after the Reference Date and (iii) any Company Common Shares or other securities of the Company acquired following the Reference Date but prior to the Effective Time.
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Examples of Company Subject Shares in a sentence

  • Any Board Recommendation Change made pursuant to Section 7.2(c)(ii) of the Merger Agreement and in compliance with the Merger Agreement (including Section 7.2(d) thereof) shall be deemed to be notice from each Stockholder that the number of Company Subject Shares covered by the agreement to vote in the manner set forth in Section 2.1(a) of this Agreement, in each case, shall be limited to twenty-five percent (25.0%) of the total number of outstanding shares of Common Stock as provided in Section 2.1(b).

  • Until the Company Expiration Time, each Company Requisite Shareholder agrees not to (x) Transfer any Company Subject Shares or (y) deposit any Company Subject Shares into a voting trust or enter into a voting agreement with respect to any Company Subject Shares or grant any proxy (except as otherwise provided herein), consent or power of attorney with respect thereto (other than pursuant to this Agreement).

  • Except for this Agreement, such Company Requisite Shareholder has not: (a) entered into any voting agreement, voting trust or similar agreement with respect to any Company Subject Shares or other equity securities of the Company owned by such Company Requisite Shareholder or (b) granted any proxy, consent or power of attorney with respect to any Company Subject Shares or other equity securities of the Company owned by such Company Requisite Shareholder (other than as contemplated by this Agreement).

  • Each of the Company Requisite Shareholders agrees, while this Agreement is in effect, to notify Pubco, the SPAC and the Company promptly in writing (including by e-mail) of the number of any additional Company Subject Shares acquired, or over which voting power is acquired, by such Company Requisite Shareholder, if any, after the date hereof.

  • Any Board Recommendation Change made in compliance with the Merger Agreement shall be deemed to be notice from each Stockholder that the number of Company Subject Shares covered by the agreement to vote in the manner set forth in Section 2.1(a), in each case, 3 shall be limited to twenty-five percent (25%) of the total number of outstanding shares of Common Stock as provided in Section 2.1(b).

Related to Company Subject Shares

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

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

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.

  • Target Shares means all of the issued and to be issued share capital of the Target.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Owned Shares means all shares of Company Common Stock and any other equity securities of the Company which are beneficially owned by Stockholder as of the date hereof, as set forth on Schedule I.

  • Retained Shares has the meaning set forth in the recitals.

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Sold Shares shall have the meaning specified in Section 6.

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Company Preferred Shares shall have the meaning set forth in Section 4.2(a).

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Company Securities means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) any options, warrants or other rights to acquire Common Stock.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • ASA Shares has the meaning set forth in 2.4(a).

  • 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).

  • Company Shareholders means holders of Company Shares.

  • Company Shareholder means a holder of one or more Company Shares;