Deemed Held Shares definition

Deemed Held Shares has the meaning ascribed to such term in Section 2(a)(ii).
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Deemed Held Shares means Company Shares which a Stockholder may obtain by exercising any Options held by such Stockholder that are vested and exercisable as of the relevant measurement date or which would vest and become exercisable in connection with the applicable transaction.
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Deemed Held Shares means the shares of Company Common Stock which such Management Holder may obtain by exercising any options, warrants or other rights to acquire Company Common Stock (including, without limitation, the Company Common Stock issuable upon conversion of the Class C/D Common Stock) held by such Management Holder that are vested as of the determination.
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Examples of Deemed Held Shares in a sentence

  • From and after a Repurchase Event with respect to any Management Holder, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the shares of Company Common Stock held by such holder (including any Deemed Held Shares) in accordance with this Paragraph 5 for the Purchase Price.

  • The Company Shares to be sold by a Tag-Along Stockholder in a Tag-Along Transaction may include Deemed Held Shares.

  • From and after a Repurchase Event with respect to any Management Holder, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such holder (including any Deemed Held Shares) in accordance with this Section 6, for the Purchase Price.

  • The Company Shares to be sold by a Parent Tag-Along Stockholder in a Parent Tag-Along Transaction may include Deemed Held Shares pursuant to Section 2(i).

  • The Company Shares to be sold by a Caesars Tag-Along Stockholder in a Caesars Tag-Along Transaction may include Deemed Held Shares pursuant to Section 2(i).

  • From and after a Repurchase Event with respect to any Management Holder, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such Holder (including any Deemed Held Shares) in accordance with this Section 6, for the Purchase Price.

  • The Company Shares to be sold by a Company Tag-Along Stockholder in a Company Tag-Along Transaction may include Deemed Held Shares.

  • The shares of Common Stock to be sold by a Tag-Along Holder in a Tag Along Transaction may include Deemed Held Shares.

  • From and after a Repurchase Event with respect to any Management Holder, the Company and its subsidiaries shall have the right, but not the obligation, to repurchase all or any portion of the shares of Common Stock held by such holder (including any Deemed Held Shares) in accordance with this Section 5 for the Purchase Price.

Related to Deemed Held Shares

  • Deemed Issuance means an issuance of Common Stock that shall be deemed to have occurred on the latest possible permitted date pursuant to the terms hereof or any applicable Warrant in the event Borrower fails to deliver Conversion Shares as and when required pursuant to Sections 3 or 8 of the Note or Warrant Shares (as defined in the Purchase Agreement) as and when required pursuant to the Warrant. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected to pay an Installment Amount in Installment Conversion Shares and fails to deliver such Installment Conversion Shares, such failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date of determination.

  • Escrowed Shares has the meaning set forth in Section 2.4.

  • Issued Shares means, collectively, all outstanding Shares issued pursuant to Restricted Stock Awards, all outstanding Shares issued pursuant to Unrestricted Stock Awards, and all Option Shares.

  • Specified Shares means all or, as the case may be, some of the shares specified in a disclosure notice;

  • Vested Shares means "Vested Shares" as defined in the Award Agreement.

  • Award Shares means Shares covered by an outstanding Award or purchased under an Award.

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

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

  • Authorized shares means the shares of all classes a domestic or foreign corporation is authorized to issue.

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

  • Unvested Shares means "Unvested Shares" as defined in the Award Agreement.

  • Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

  • Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §2.2;

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

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

  • Excess Shares shall have the meaning set forth in Section 3.1(a).

  • Interested Shares means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

  • Available Shares means the sum of (i) one hundred fifty thousand (150,000) shares of Common Stock, and (ii) an annual increase on April 1st of each calendar year, beginning in 2022 and ending in 2031 (each a “Date of Determination”), in each case subject to the approval and determination of the Administrator on or prior to the applicable Date of Determination, equal to the lesser of (A) four percent (4%) of the total shares of Common Stock of the Company outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Administrator (the “Share Limit”). Notwithstanding the foregoing, shares added to the Available Shares by the Share Limit are available for issuance as Incentive Stock Options only to the extent that making such shares available for issuance as Incentive Stock Options would not cause any Incentive Stock Option to cease to qualify as such. In the event that the Administrator shall not take action to affirmatively approve an increase in the Share Limit on or prior to the applicable Date of Determination, the Share Limit and Available Shares, shall remain at such level as they were prior to such applicable Date of Determination. For clarity, the Available Shares is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan.

  • Sponsor Shares shall have the meaning given in the Recitals hereto.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Reserved Shares means initially, [ ] Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.