Held Shares definition

Held Shares means the Shares held by you as of the Restatement Delivery Date in the event that such number of Shares is less than the Clawback Shares.

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Held Shares means Shares which are subject to a Holding Period;

Held Shares shall refer to the number of Shares initially purchased by such Purchaser at a Closing hereunder and still held of record and beneficially by such Purchaser at the time of such Dilutive Issuance. Upon any issuance of Additional Shares hereunder, such Additional Shares shall be included as Registrable Securities (as defined in the Registration Rights Agreement). “Excluded Securities” include: (a) shares of Common Stock issued upon exercise or conversion of any exercisable or convertible securities outstanding as of the date hereof; (b) shares of Common Stock or securities convertible into Common Stock issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase agreements, stock option plans or other arrangements that are approved by the Company’s board of directors; (c) shares of Common Stock or securities convertible into Common Stock issued in connection with acquisitions, asset purchases, licenses, collaborations or strategic transactions involving the Company and other entities approved by the Company’s board of directors; and (d) shares of Common Stock or securities convertible or exercisable into Common Stock that shall be deemed in writing to be Excluded Securities either by (i) holders of a majority of the then Held Shares or (ii) a representative of the holders of the then Held Shares, which representative shall be appointed by the three (3) Purchasers who then hold the largest number of Held Shares.

Examples of Held Shares in a sentence

• Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the relevant Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures not yet converted and (Y) the Held Shares Value.

• 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.

• Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Debentures previously purchased but not yet converted and (Y) the Held Shares Value (as defined below).

• This Agreement shall not be amended, modified or waived except by an instrument in writing signed by the Company and the holders of at least a majority of the then Held Shares (as defined above).

• Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the relevant Effective Date the Purchase Price shall be deemed to refer to the sum of the principal of the Unconverted Debentures plus the Held Shares Value.

• Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the relevant Effective Date the Purchase Price shall be deemed to refer to the Held Shares Value.

• Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors who hold a fifty (50%) percent interest of the Held Shares Value as of such date.

• Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the relevant Effective Date the Issued Principal Amount shall be deemed to refer to the sum of (X) the principal amount of all such Debentures not yet converted and (Y) the Held Shares Value for such Debentures.

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

• Anything in the preceding provisions of this paragraph (iii) to the contrary notwithstanding, after the Effective Date the Purchase Price shall be deemed to refer to the sum of (X) the principal amount of all Preferred Stock previously purchased but not yet converted and (Y) the Held Shares Value (as defined below).

More Definitions of Held Shares

Held Shares has the meaning set forth in Section 8.9 of this Agreement.

Held Shares means any shares of Common Stock of the Company purchased by a Participant under an Offering initiated after the Effective Date, with respect to which, as a condition to participating in and purchasing shares of Common Stock under the Plan, the Participant irrevocably agrees that, without the prior written consent of the Company, such Participant will not directly or indirectly, (i) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) the Held Shares; or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Held Shares, in each case before the passage of the Holding Period.

Held Shares means (i) prior to the Effective Date, shares of Common Stock acquired by the Investor upon an exercise of a Warrant and (ii) on or after the Effective Date, shares of Common Stock acquired by the Investor upon an exercise of a Warrant within the thirty (30) days preceding the Restricted Sale Date, but not yet sold by the Investor; provided, however, that if the Investor effected more than one such exercise during such thirty (30) day period and sold less than all of such shares, the sold shares shall be deemed to be derived first from the exercises in the sequence of such exercises (that is, for example, until the number of shares from the first of such exercises have been sold, all shares shall be deemed to be from the first exercise; and thereafter, from each sequential exercise until all the shares from such exercise have been sold).

Held Shares means 44,759,388 ordinary shares (11,189,847 shares based on ADS, 29.3% ownership) issued by TRINITY BIOTECH PLC, incorporated under the laws of Ireland, and currently held by the Target Company.

Held Shares has the meaning set forth in Section 4.12.