Fleming Holders definition

Fleming Holders means (i) the Fleming Funds and (ii) any Affiliate, officer or employee of an Affiliate or investment fund managed by an Affiliate of the Fleming Funds to which the Fleming Funds may transfer record and/or beneficial ownership of any shares of Series C Preferred Stock (the "Shares") or any shares of Common Stock obtained or obtainable upon conversion of the Shares (the "Conversion Shares"). The transferor and the transferee shall notify the Corporation in writing as to the transferee's status as a Fleming Holder in accordance with this definition, and shall notify the Corporation if such transferee ceases to be a Fleming Holder. The Conversion Shares shall include any capital stock or other securities into which Conversion Shares are changed and any capital stock or other securities resulting from or comprising a reclassification,
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Fleming Holders means (i) the Fleming Funds and (ii) any Affiliate, officer or employee of an Affiliate or investment fund managed by an Affiliate of the Fleming Funds to which the Fleming Funds may transfer record and/or beneficial ownership of the Shares or the Conversion Shares. The transferor and the transferee shall notify the Corporation in writing as to the transferee's status as a Fleming Holder in accordance with this definition, and shall notify the Corporation if such transferee ceases to be a Fleming Holder.
Sample 1
Fleming Holders means (i) the Fleming Funds, (ii) any Affiliate, officer or employee of an Affiliate or investment fund managed by an Affiliate of the Fleming Funds to which the Fleming Funds may transfer record and/or beneficial ownership of any shares of Series A Preferred Stock (the "Shares") or any shares of Common Stock obtained or obtainable upon conversion of the Shares (the "Conversion Shares") and (iii) any transferee of Shares or Conversion Shares from a Person named in clause (i) or (ii) hereof (provided that such transferee is consented to by the Corporation, such consent not to be unreasonably withheld), other than a transferee of Shares or Conversion Shares sold in either a public offering pursuant to a registration statement under the Securities Act or pursuant to Rule 144 under the Securities Act. The "Conversion Shares" shall include any capital stock or other securities into which Conversion Shares are changed and any capital stock or other securities resulting from or comprising a reclassification, combination or subdivision of, or a stock dividend on, any Conversion Shares.
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Examples of Fleming Holders in a sentence

  • So long as either (i) the Fleming Holders own at least 25% of the Shares or (ii) any Transferee owns at least 25% of the Shares, the holders of Series C Preferred Stock, consenting or voting (as the case may be) as a separate class, shall be entitled, but not required, to elect one (1) director of the Corporation.

  • So long as either (i) the Fleming Holders own at least 50% of the Shares or (ii) any Transferee owns at least 50% of the Shares, the holders of Series C Preferred Stock, consenting or voting (as the case may be) as a separate class, shall be entitled, but not required, to elect up to two (2) directors of the Corporation.

  • So long as either (i) the Fleming Holders own at least 25% of the outstanding shares of Series D Preferred Stock or (ii) any Transferee owns at least 25% of the outstanding shares of Series D Preferred Stock and the Corporation consented to such Transferee (which consent shall not be unreasonably withheld), the holders of Series D Preferred Stock, consenting or voting (as the case may be) as a separate class, shall be entitled, but not required, to elect one (1) director of the Corporation.

  • Each share of Series A Preferred Stock shall entitle the holder thereof to such number of votes per share on each such action as shall equal the number of shares of Common Stock (including fractions of a share) into which each share of Series A Preferred Stock is then convertible; provided, however, that each holder of Series A Preferred Stock and Conversion Shares (as defined below in the definition of "Fleming Holders") hereby irrevocably constitutes Kevin J.

  • So long as either (i) the Fleming Holders own at least 50% of the outstanding shares of Series D Preferred Stock or (ii) any Transferee owns at least 50% of the outstanding shares of Series D Preferred Stock and the Corporation consented to such Transferee (which consent shall not be unreasonably withheld), the holders of Series D Preferred Stock, consenting or voting (as the case may be) as a separate class, shall be entitled, but not required, to elect up to three (3) directors of the Corporation.

  • So long as either (i) the Fleming Holders own at least 37.5% of the outstanding shares of Series D Preferred Stock or (ii) any Transferee owns at least 37.5% of the outstanding shares of Series D Preferred Stock and the Corporation consented to such Transferee (which consent shall not be unreasonably withheld), the holders of Series D Preferred Stock, consenting or voting (as the case may be) as a separate class, shall be entitled, but not required, to elect up to two (2) directors of the Corporation.

  • Notwithstanding any other provision hereof, the preemptive rights granted to holders of Series D Preferred Stock by this Section 8 shall terminate (i) with respect to a share of Series D Preferred Stock upon the conversion or redemption of such share of Series D Preferred Stock in accordance with the provisions hereof and (ii) with respect to all shares of the Series D Preferred Stock, in the event that the Fleming Holders cease to hold at least 50% of the Series D Preferred Stock.

  • So long as the Fleming Holders hold at least thirty-five percent (35%) of the originally issued shares of Series A Preferred Stock, the Fleming Holders (or if no such shares are held by a Fleming Holder, any transferee of shares of Series A Preferred Stock consented to by the Corporation (which consent shall not be unreasonably withheld) (the "Permitted Preferred Transferee)), shall be entitled, but not required, to elect up to two (2) directors of the Corporation.

  • So long as the Fleming Holders hold at least twenty percent (20%), but less than thirty-five (35%) percent, of the shares of Series A Preferred Stock originally issued on March 30, 1999, the Fleming Holders (or if no such shares are held by a Fleming Holder, any Permitted Preferred Transferee"), shall be entitled, but not required, to elect one (1) director of the Corporation.

  • The Company shall from time to time, upon the request of the Fleming Holders or any Transferee, promptly and duly execute and dexxxxx xny and all such further instruments and documents as the Fleming Holders or such Transferee, as the case may be, may reasonaxxx xxxm necessary or desirable to obtain the full benefits of (i) the obligations of the Company under this Agreement and (ii) the other rights and powers herein granted.


More Definitions of Fleming Holders

Fleming Holders means (i) the Fleming Funds and (ii) any Xxxxxxxte, officer or employee xx xx Xffiliate or investment fund managed by an Affiliate of the Fleming Funds, or any successor thereof, to which the Flemxxx Xxxds may transfer record and/or beneficial ownersxxx xx the Shares or the Conversion Shares.
Sample 1
Fleming Holders means (i) the Fleming Funds and (ii) any Affiliate, --------------- officer or employee of an Affiliate or investment fund managed by an Affiliate of the Fleming Funds to which the Fleming Funds may transfer record and/or beneficial ownership of any shares of Series A Preferred Stock (the "Shares") or any shares of Common Stock obtained or obtainable upon conversion of the Shares (the "Conversion Shares"). The
Sample 1

Related to Fleming Holders

  • Existing Holders shall have the meaning given in the Preamble.

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Living Holder A Certificate Owner of a Special Retail Certificate other than a Deceased Holder.

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Non-Directing Holders means the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under the Note A-2 PSA to exercise the rights granted to the Non-Directing Holders in this Agreement. If Note A-2 has not been included in a Securitization, the Non-Directing Holder with respect to such Note will be the then-current Holder of such Note.

  • Eligible Holders has the meaning set forth in Section 2.01(a).

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Existing Holder means a Broker-Dealer, or any such other Person that may be permitted by the Trust, that is listed as the holder of record of APS in the Share Books.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

  • Initial Holders has the meaning set forth in the preamble.

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Majority Holders means the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Demanding Holders shall have the meaning given in subsection 2.1.1.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.