Disregarded Shares definition

Disregarded Shares has the meaning set forth in Section 3.03(a).

Disregarded Shares has the meaning set forth in Section 1.5(a) of this Agreement.

Disregarded Shares means (i) the shares of Company Capital Stock that are to be cancelled pursuant to Section 2.3(b), if any, (ii) the shares of Company Restricted Stock that are cancelled for no consideration pursuant to Section 2.3(e), if any and (iii) the Dissenting Shares, if any.

Examples of Disregarded Shares in a sentence

• Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger, each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any Disregarded Shares), shall automatically be deemed to convert into Company Common Stock in accordance with the Certificate of Incorporation immediately prior to the Effective Time and shall be treated in accordance with Section 2.1(g).

• Each share of Company Preferred Stock (other than Dissenting Shares and Disregarded Shares) held by a Converting Holder immediately prior to the Effective Time shall be deemed converted to Company Common Stock without any further action by such holder in accordance with the Certificate of Incorporation, immediately prior to the Effective Time and shall be treated in accordance with Section 1.3(a)(ii).

• Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger, each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any Disregarded Shares), shall automatically be deemed to convert into Company Common Stock in accordance with the Certificate of Incorporation immediately prior to the Effective Time and shall be treated in accordance with Section 2.1(e).

• Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger, each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any Disregarded Shares), shall automatically be deemed to convert into Company Common Stock in accordance with the Certificate of Incorporation immediately prior to the Effective Time and shall be treated in accordance with Section 2.1(g).

More Definitions of Disregarded Shares

Disregarded Shares means (i) the Cancelled Shares and (ii) the Dissenting Shares.

Disregarded Shares shall have the meaning set forth in Section 1.5(a)(iii).

Disregarded Shares has the meaning set forth in Section 3.03(a). “Distribution” means each distribution made by the Company to a Member with respect to such Member’s Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that none of the following shall be a Distribution: (a) any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any dividend or subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units; or (b) any other payment made by the Company to a Member that is not properly treated as a “distribution” for purposes of Section 731, 732, or 733 or other applicable provisions of the Code. “D&O Indemnitee” has the meaning set forth in Section 6.09(d). “Economic Common Stock” means Class A Common Stock and Class C Common Stock. “Effective Date” has the meaning set forth in the preamble to this Agreement. “Encumbrance” means any security interest, pledge, mortgage, lien or other material encumbrance, except for restrictions arising under applicable securities Laws. “Equity Plan” means any option, stock, unit, stock unit, appreciation right, phantom equity or other equity or equity-based compensation plan, program, agreement or arrangement, in each case now or hereafter adopted by the Corporation. “Equity Securities” means (a) Units or other equity interests in the Company or any Subsidiary of the Company (including other classes or series thereof having such relative rights, powers and duties as may from time to time be established by the Manager pursuant to the provisions of this Agreement, including rights, powers and/or duties senior to existing classes and series of Units and other equity interests in the Company or any Subsidiary of the Company), (b) other securities or interests (including evidences of indebtedness) convertible or exchangeable into Units or other equity interests in the Company or any Subsidiary of the Company, and (c) warrants,

Disregarded Shares shall include (i) a number of shares of Common Stock equal to the shares of Common Stock underlying Derivative Securities issued by the Company in an Offering (used as defined in the Stock Purchase Agreement) after the date hereof and prior to the Closing and (ii) unless and until NYSE Stockholder Approval is obtained in respect of any Excess Shares, a number of shares of Common Stock equal to the quotient of (A) such Excess Shares divided by (B) the Pro Rata Share used in respect of such issuance. By way of illustration of the foregoing clause (ii), if there are five Excess Shares and the Pro Rata Share in respect of such issuance is 0.10, 50 shares would constitute Disregarded Shares.

Disregarded Shares has the meaning set forth in Section 2.04(d).