Excepted Shares definition

Excepted Shares means, subject to the last two sentences of this definition, that number of Member Shares which, in the aggregate for all Members, is equal to five percent (5%) of the largest total number (calculated without duplication) of Member Shares beneficially owned collectively by all Members at any time during the period from and after the date of this Agreement until this Agreement shall no longer be in effect. For purposes of determining the total number of Member Shares beneficially owned by the Member at any time of determination during such period, the Members shall be deemed to own all Member Shares actually beneficially owned by them at such time and also to continue to beneficially own all Member Shares, if any, sold or otherwise disposed of without violation of this Agreement at any time prior to such time of determination, so that such number of Member Shares as of any time of determination shall be calculated as though the Members at all times continued to beneficially own all Member Shares that they beneficially owned at any time during such period, without deduction of any Member Shares that were disposed of at any time during that period and in each case without duplication. In the event that the Company (i) pays a dividend or distribution on the outstanding High Vote Stock in shares of High Vote Stock, (ii) subdivides the outstanding High Vote Stock into a greater number of shares of High Vote Stock, (iii) combines the outstanding shares of High Vote Stock into a smaller number of shares of High Vote Stock or (iv) issues by reclassification of or other change in the High Vote Stock (whether pursuant to a merger or consolidation or otherwise) any other shares of High Vote Stock, then (A) any such shares of High Vote Stock received by any Member in exchange for or replacement of the Excepted Shares shall themselves be Excepted Shares and (B) calculations of the number of Excepted Shares as of any time pursuant to the first sentence of this definition shall take appropriate account of such event.
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Excepted Shares means (i) any Company Common Shares which are held by any Subsidiary of the Company or which are held, directly or indirectly, by FAFCO or any direct or indirect subsidiary of FAFCO (including FAFCOSUB) and (ii) Company Common Shares held by Dissenting Shareholders;
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Excepted Shares means 300,000 shares of Common Stock that may be issued with respect to awards granted under the Plan, as adjusted as provided in Section 11 hereof, and with respect to which awards are granted by a committee composed entirely of “independent directors” as defined in Nasdaq Marketplace Rule 4200 or any successor thereto or any corollary rule of the national securities exchange on which the Common Stock is then principally traded.
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Examples of Excepted Shares in a sentence

  • The terms, conditions and limitations applicable to any Stock Award, including, but not limited to, vesting or other restrictions, shall be determined by the Committee, and shall, except to the extent the Stock Award relates to Excepted Shares, be subject to the minimum Restriction Period and performance period requirements and any other applicable requirements described in this Paragraph 8.

  • The number of any Member Shares disposed of pursuant to this Section 2.3(f) shall be subtracted from the number of Excepted Shares.

  • Subject to the foregoing provisions, the terms, conditions, and limitations applicable to any SAR, including, but not limited to, the term of any SAR and the date or dates upon which the SAR becomes vested and exercisable, shall be determined by the Committee; provided, however, that except to the extent the SAR relates to Excepted Shares, such SAR shall be subject to the minimum vesting period requirements and any other applicable requirements described in this Paragraph 8.

  • Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Option, including, but not limited to, the term of any Option and the date or dates upon which the Option becomes vested and exercisable, shall be determined by the Committee; provided, however, that except to the extent the Option relates to Excepted Shares, such Option shall be subject to the minimum vesting period requirements and any other applicable requirements described in this Paragraph 8.

  • Based on and subject to the foregoing and other matters Beacon considers relevant, it is Beacon's opinion that, as of the date hereof, the consideration to be received by holders of Shares, other than Excepted Shares, is fair from a financial point of view to such holders.

  • Upon the consummation of a disposition of Member Shares pursuant to this Section 2.3(f), the Member disposing of such Member Shares shall deliver to the Company a written notice stating the number of Member Shares so disposed of by such Member and the aggregate number of Excepted Shares which such Member continues to beneficially own.

  • Upon the consummation of a disposition of Member Shares pursuant to this Section 2.3(f), the Xxxxxxx Group Representative shall deliver to the Company a written notice stating the number of Member Shares so disposed of, identifying the Member or Members selling such Member Shares and the number sold by each, and the aggregate number of Excepted Shares which the Members of the Xxxxxxx Group continues to beneficially own.

  • Mercury may transfer all or any portion of the Excepted Shares at any time or from time to time without restriction, and the transferees will have no rights or obligations under this Agreement.

  • Shares of Common Stock that are transferred by Mercury pursuant to a transaction in which JEDI and/or its Permitted Transferees have been given the right to join under Section 2 shall not be deemed Excepted Shares.

  • For the avoidance of doubt, the Committee shall not be permitted to carry out the actions described in the foregoing clause (y) except in the event of a Change in Control, death or termination of employment or service by reason of Disability, or with respect to any Award or portion thereof which the Committee designates as relating to Excepted Shares in accordance with Paragraph 8.


More Definitions of Excepted Shares

Excepted Shares means securities issued in connection with an a business combination that could be registered on Form S-4 or F-4 under the Securities Act (or any equivalent successor form).
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Excepted Shares means:
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Excepted Shares means any shares of Company Stock underlying options granted under the Prior Equity Plans that were cancelled, terminated or retired in connection with the Exchange Offer.
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Excepted Shares means (i) any Common Shares which are held by --------------- dpiX or which are held, directly or indirectly, by Xerox or any direct or indirect Subsidiary of Xerox and (ii) Common Shares held by Dissenting Stockholders.
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Excepted Shares means Nextel Securities that (x) are acquired as a result of a dividend, stock split or similar event in which all holders of Common Stock are treated equally (except with respect to fractional shares) or (y) are acquired, directly or indirectly, in the course of normal, day-to-day market or trading activity, are not acquired or held with a view or intent to initiate, participate in or otherwise facilitate any of the actions or activities described in Section 7.1 (a) or (b) (other than subclause (b)(i) thereof) and do not, to the best of Investor's knowledge after due inquiry, exceed in the aggregate 1% of the number of shares of the Company that are outstanding as most recently reported by the Company in its Exchange Act reports.
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Excepted Shares means the shares of Common Stock subject to an Award that are not subject to the minimum Restriction Period or other vesting period as further described in Sections 4 and 9(b) below.
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Related to Excepted Shares

  • Restricted Shares shall have the respective meanings set forth in Section 2.14.

  • Listed Shares means shares which are traded or listed on an approved stock exchange;

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

  • 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.

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Vested Shares means "Vested Shares" as defined in the Award 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;

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

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Limited Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

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

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

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

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

  • Option Stock shall have the meaning set forth in Section 2(a) hereof.

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

  • Excepted Holder means a Stockholder for whom an Excepted Holder Limit is created by the Charter or by the Board pursuant to Section 5.9(ii)(g).

  • Optioned Shares means the shares of Common Stock that are issued pursuant to the exercise of the Options;

  • Common Shares means the common shares in the capital of the Corporation;

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

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

  • 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:

  • Awarded Stock means the Common Stock subject to an Award.

  • Non-Vested Shares means any portion of the Restricted Stock subject to this Agreement that has not become vested pursuant to this Section 2.

  • 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.

  • Restricted Share Units means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

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