Continuing Holder definition

Continuing Holder means (i) New York Life, at any time when New York Life, together with its Affiliates, holds either (A) Class A Common Units that constitute a majority of the Class A Common Units, or Class D Common Units that constitute a majority of the Class D Common Units, acquired by New York Life on the date of this Agreement, (B) Registrable Securities that constitute a majority of the Common Stock issued pursuant to Section 7 of the Members Agreement in respect of the Class A Common Units acquired by New York Life on the date of this Agreement or (C) Registrable Securities that constitute a majority of the Common Stock issued pursuant to Section 7 of the Members Agreement in respect of the Class D Common Units acquired by New York Life on the date of this Agreement or (ii) Merrill, at any time when Merrill, together with its affiliates, holds either (A) Class A Common Units that constitute a majority of the Class A Common Units, or Class D Common Units that constitute a majority of the Class D Common Units, acquired by Merrill on the date of this Agreement, (B) Registrable Securities that constitute a majority of the Common Stock issued pursuant to Section 7 of the Members Agreement in respect of the Class A Common Units acquired by Merrill on the date of this Agreement or (C) Registrable Securities that constitute a majority of the Common Stock issued pursuant to Section 7 of the Members Agreement in respect of the Class D Common Units acquired by Merrill on the date of this Agreement.

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Continuing Holder means each Family Group Stockholder and each Management Holder, provided, however, that, at any time, the term "Continuing Holder" does not include any Person who, following the Merger, holds no shares of Capital Stock at such time.

Continuing Holder means a Person who, as of the Measurement Date, Held the Minimum Number or more of shares of Company Common Stock;

Examples of Continuing Holder in a sentence

• Each Continuing Holder which is a Family Group Entity or Management Holder Entity agrees to amend its trust agreement or other governing agreement as necessary (and to keep such amended agreement in place) to permit the provisions of this Agreement to be binding on and enforceable against such Family Group Entity or Management Holder Entity.

• Any provision of this Agreement may be waived if, but only if, such waiver is in writing and is signed by SII, the Investor Stockholder and each Continuing Holder whose rights or duties are affected by such waiver.

• Nothing in this Agreement shall affect in any manner whatsoever any rights of SII, the Surviving Corporation or their affiliates to terminate a Continuing Holder's employment for any reason, with or without cause, subject to any written employment agreement to which a Continuing Holder may be a party.

• If the Continuing Holder elects to participate in such third party transaction, the closing of such transaction will be governed by the terms of such transaction.

• Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is signed by SII, the Investor Stockholder and any Continuing Holder whose rights or duties are affected thereby.

• Any such election shall be binding on the applicable Continuing Holder.

• A Triggered Put or Triggered Call may be exercised by (1) in the case of a Triggered Put, delivery by the Triggering Continuing Holder to the Investor Stockholder of written notice to such effect, and (2) in the case of a Triggered Call, delivery by the Investor Stockholder to the Call Recipient of written notice to such effect.

• In the event that a Continuing Holder’s employment with MoSys, Atmos or another Subsidiary of MoSys ceases for any other reason while the Continuing Holder still holds any Restricted Cash or Restricted Shares, such cash shall be refunded to MoSys and such shares shall be forfeited to MoSys for cancellation by MoSys in accordance with the terms of the RSPA.

• Each Continuing Holder covenants to inform MoSys of any change in such Continuing Holder’s residency.

• At Closing, each Continuing Holder, at his or her sole option, may deliver duly completed and executed elections pursuant to Section 83(b) of the United States Internal Revenue Code (an “Election”), the form of which Election is attached as Exhibit C.

More Definitions of Continuing Holder

Continuing Holder has the meaning given in Section 2.8.

Continuing Holder means (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (ii) the estate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any executor, administrator, trustee or other fiduciary appointed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ inter vivos or under the will of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or with respect to his estate acting in his capacity as such, (iii) any person or entity receiving shares of common stock of the Company (or any interest therein) by inter vivos gift from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or under the will of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or from him in intestacy, (iv) any employee stock ownership plan or other employee benefit plan established by the Company, (v) any person or entity having beneficial ownership of any shares of common stock of the Company owned by a person or entity referred to in clause (i), (ii), (iii) or (iv), but only with respect to those shares, or (vi) a group including any person or entity referred to in clause (i), (ii), (iii), (iv) or (v).