Contingent Securities definition

Contingent Securities means any and all outstanding warrants, options or other Convertible Securities or other instruments convertible into Shares which may be issued by the Company from time to time, and includes all such Contingent Securities held at any time by the Contingent Shareholders as identified in Schedule 3 (including the Dutch Options, the Ltd Options and the Comerica Warrants);
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Contingent Securities has the meaning ascribed to such term in Section 3.3.3.
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Contingent Securities shall have the meaning set forth in the recitals.
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Examples of Contingent Securities in a sentence

  • This Deed constitutes the irrevocable written consent of each of the Major Investors, the Executive Optionholders and each Committed Shareholder for the purposes of the Articles of Association and the Amended & Restated Investment Agreement to any transfer of Shares or Contingent Securities which is permitted, required or made in accordance with the terms of this Deed, including, without limitation, all transfers to Qorvo.

  • Purchaser agrees not to make any sale, transfer or other disposition of the Purchased Securities or the Contingent Securities in violation of the 1933 Act, the 1934 Act, the rules and regulations promulgated thereunder or any applicable securities Laws.

  • Other than the Company Convertible Notes as well as Contingent Securities and Financing Warrants, if any, all options, warrants or other convertible securities of the Company outstanding as of immediately prior to the Effective Time, whether or not vested or exercisable, shall be cancelled and terminated.

  • The Company and Purchaser intend that for U.S. federal, state and local income tax purposes, the Purchased Securities and, if issued, the Contingent Securities, will be treated as equity and each of the Company and Purchaser agrees that it will not take any position to the contrary with respect to any Purchased Securities or Contingent Securities it acquires pursuant to the terms of this Agreement.

  • The closing of the purchase and sale of the Contingent Securities by Purchaser (the “Contingent Closing”) shall occur not later than three (3) Business Days after the Company’s delivery of notice of the occurrence of the Zouk Closing.

  • The Risks of Litigation and the Need to Ensure the Availability of Competent Counsel in High-Risk Contingent Securities Cases 18 25 26 4.

  • All of the issued and outstanding (x) shares of Common Stock and (y) Contingent Securities were duly authorized for issuance and are validly issued, fully paid and non-assessable and were not issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights.

  • For the avoidance of doubt, the Parties hereby agree, except as required to satisfy any adjustments pursuant to Section 2(f) upon an Organic Dilution Event (as defined in the Business Combination Agreement), the Contingent Securities earned under Section 2(a)(i)-(v) shall not exceed 901,000 Class B Exchangeable Units and 90,100 shares of Series A Preferred Stock in the aggregate (the “Maximum Contingency Securities”).

  • The offer and sale of the Purchased Securities and the Contingent Securities by the Company to Purchaser pursuant to and in the manner contemplated by this Agreement will be exempt from the registration requirements of the 1933 Act.

  • Purchaser has carefully considered and has, to the extent Purchaser deems necessary, discussed with Purchaser’s professional legal, tax, accounting and financial advisers the suitability of its investment in the Purchased Securities and the Contingent Securities.


More Definitions of Contingent Securities

Contingent Securities shall have the meaning set forth in Section 3.3.
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Contingent Securities means rights, options or warrants to subscribe for, purchase or otherwise acquire Stock or Convertible Securities.
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Related to Contingent Securities

  • Parent Securities has the meaning set forth in Section 4.02(b)(ii).

  • Investment Securities means any of the following:

  • Replacement Securities means securities of the same issuer, class and denomination as Loaned Securities.

  • Equivalent Securities with respect to a Transaction, Securities equivalent to Purchased Securities under that Transaction. If and to the extent that such Purchased Securities have been redeemed, the expression shall mean a sum of money equivalent to the proceeds of the redemption;

  • Investment security means a marketable obligation in the form of a bond, note, or debenture, commonly regarded as an investment security and that is salable under ordinary circumstances with reasonable promptness at a fair value.

  • relevant securities means Ordinary Shares and securities carrying conversion or subscription rights into Ordinary Shares;

  • Exempt Securities has the meaning set forth in Section 4.4(d).

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • Net Securities Proceeds means the Cash proceeds (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) from the (i) issuance of Capital Stock of or incurrence of Indebtedness by Borrower or any of its Subsidiaries and (ii) capital contributions made by a holder of Capital Stock of Borrower.

  • Compliant Securities means securities issued by UBS Group AG or any of its subsidiaries that have economic terms not materially less favourable to a Holder than these Terms and Conditions (as reasonably determined by the Issuer), provided that

  • Liquid Securities means securities that are publicly traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market and as to which the Company or any Restricted Subsidiary is not subject to any restrictions on sale or transfer (including any volume restrictions under Rule 144 under the Securities Act or any other restrictions imposed by the Securities Act) or as to which a registration statement under the Securities Act covering the resale thereof is in effect for as long as the securities are held; provided that securities meeting the foregoing requirements shall be treated as Liquid Securities from the date of receipt thereof until and only until the earlier of (a) the date on which such securities are sold or exchanged for cash or Cash Equivalents and (b) 180 days following the date of receipt of such securities. If such securities are not sold or exchanged for cash or Cash Equivalents within 180 days of receipt thereof, for purposes of determining whether the transaction pursuant to which the Company or a Restricted Subsidiary received the securities was in compliance with Section 4.11, such securities shall be deemed not to have been Liquid Securities at any time.

  • Long-Term U.S. Government Securities means U.S. Government Securities maturing more than one year from the applicable date of determination.

  • Qualifying Capital Securities means securities (other than Common Stock, rights to acquire Common Stock and securities convertible into Common Stock) that, in the determination of the Corporation’s Board of Directors reasonably construing the definitions and other terms of this Replacement Capital Covenant, meet one of the following criteria:

  • U.S. Government Securities Business Day means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

  • Permitted Securities means any of the following:

  • Client Securities Rules means the Securities and Futures (Client Securities) Rules (Cap 571H of the Laws of Hong Kong).

  • Asset-Backed Securities means securities which:

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.

  • Deposit Securities means, as of any date, any United States dollar-denominated security or other investment of a type described below that either (i) is a demand obligation payable to the holder thereof on any Business Day or (ii) has a maturity date, mandatory redemption date or mandatory payment date, on its face or at the option of the holder, preceding the relevant Redemption Date, Dividend Payment Date or other payment date in respect of which such security or other investment has been deposited or set aside as a Deposit Security:

  • Specified Securities means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

  • Subsidiary Securities means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a "security" under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

  • Listed Securities means any Shares, Share Options, stock, debentures, debenture stock or other securities for the time being issued by the Company and officially quoted by ASX;

  • non-redeemable investment fund means an issuer,

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • U.S. Government Securities means direct obligations of the United States or of its agencies or instrumentalities that are entitled to the full faith and credit of the United States and that, other than United States Treasury Bills, provide for the periodic payment of interest and the full payment of principal at maturity or call for redemption.

  • Restricted List Securities means the list of securities that are provided to the Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit).