Holder Shares means, with respect to the Holders or their respective Permitted Transferees, (A) the shares of Common Stock received pursuant to the Merger Agreement; (B) any outstanding share of Common Stock or any other equity security of the Company (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) received in connection with the transactions contemplated by the Merger Agreement (other than any shares of Common Stock or any other equity security issued or issuable in respect of the PIPE Investors Subscription Agreement); and (C) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization.

Holder Shares means the [ ] shares of Parent Common Stock acquired pursuant to the transactions contemplated by the Merger Agreement, whether subject to transfer or other restrictions, including any securities issued or issuable in respect of such shares of Parent Common Stock as a result of conversion, exchange, recapitalization, reorganization, replacement, stock dividend, stock split or other distribution.

Examples of Holder Shares in a sentence

No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Holder Shares, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.
The Shareholder has the sole and exclusive right to enter into this Agreement and to vote the Holder Shares as contemplated herein.
Other than pursuant to this Agreement, none of the Holder Shares is subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind.
There are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or any judgment, decree or order against the Shareholder that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the Shareholder to any of the Holder Shares.
The Shareholder is, and will be at the Effective Date, the beneficial owner of the Holder Shares with good and marketable title thereto free and clear of any and all Liens.

More Definitions of Holder Shares

Holder Shares shall have the meaning set forth in the Preamble.

Holder Shares means the MDB Shares and the Medivation Shares.

Holder Shares has the meaning ascribed to it in Section 6.13(a).

Holder Shares shall have the meaning assigned in Section 2.4.

Holder Shares means the shares of Parent Common Stock acquired by Ceridian pursuant to the transactions contemplated by the Merger Agreement (including any shares of Parent Common Stock held in escrow under the Escrow Agreement), whether subject to transfer or other restrictions, including any securities issued or issuable in respect of such shares of

Holder Shares means, in relation to any Holder at any particular date, (i) all shares of Common Stock held of record by such Holder on such date, and (ii) all shares of Common Stock issuable by the Company to such Holder upon conversion of or in exchange for or upon exercise of rights under all other capital stock or other securities (including the Warrants and any other warrants and options) of the Company held of record by such Holder on such date. In this Agreement, in any calculation of the number of Holder Shares held by any Holder, in addition to any shares of Common Stock held of record by such Holder, such Holder shall be deemed to hold of record on any particular date the total number of shares of Common Stock issuable by the Company upon conversion of or in exchange for or upon exercise of rights under all capital stock or other securities (including the Warrants and any other warrants or options) of the Company then held of record by such Holder.