Included Shares definition

Included Shares means any Registrable Shares included in a Registration.

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Included Shares shall have the meaning set forth in Section 2.1(a).

Included Shares means a number of Option Shares held by a Shareholder equal to the product of (i) the number of Option Shares which Grantee is entitled to purchase from such Shareholder pursuant to the terms of this Agreement, multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Shareholder and its Affiliates propose to dispose of in such transaction or transactions, and the denominator of which is all shares of Common Stock owned beneficially or of record by such Shareholder and its Affiliates at such time determined on a fully-diluted basis in accordance with generally accepted accounting principles.

Examples of Included Shares in a sentence

• The Company shall have the right to withdraw and discontinue registration of the Optionee's Included Shares at any time prior to the effective date of such Registration Statement if the registration of the Registration Shares is withdrawn or discontinued.

• The number of Aggregate Underwriter Shares which the Optionee shall be entitled to register shall be equal to the number of Aggregate Underwriter Shares multiplied by a fraction, the numerator of which is the number of Optionee's Included Shares and the denominator of which is the number of Aggregate Shares.

• Each such request by such other Selling Holders shall specify the number of Included Shares proposed to be sold and the intended method of disposition thereof.

• In the event that the number so determined includes a fraction which is greater than .50, the Stockholder's Included Shares shall be the next larger whole integer and in the event that the number so determined includes a fraction which is equal to or less than .50, the Stockholder's Included Shares shall be the next smaller whole integer.

• Foods shall have the irrevocable option, but not the obligation (the "Take-Along Option"), to sell to the Non-Qualified Transferee, up to a number of shares of Vail Equity (the "Included Shares") determined in accordance with Section 9.1(a), at the price and on the terms set forth in the Take-Along Notice.

• The Stockholder's Included Shares shall be determined by multiplying the number of Shares owned by the Executive on the date that the Sale of Control Notice is mailed by a fraction, the numerator of which is the number of shares of the Common Stock which the proposed purchaser desires to purchase and the denominator of which is the total number of shares of the Common Stock which are outstanding on the date that the Sale of Control Notice is mailed.

• The Executive shall have the option, exercisable in writing within ten (10) calendar days of the mailing of the Sale of Control Notice, to require the Majority Stockholder to include in such proposed sale the number of Shares (the "Stockholder's Included Shares") which is calculated in the manner specified in the following sentence.

• The number of the Stockholder's Included Shares would be 1,350, which is 1,500 times 450,000/500,000.

• Grantee's election shall constitute a deemed exercise of the Option with respect to the Included Shares and authorization for the Shareholder to dispose of the Included Shares on behalf of Grantee and any such Affiliate to Transferee for the same consideration per Share and otherwise on the same terms and conditions upon which the Shareholder effects the disposition of its shares of Common Stock.

• The Company will pay all costs and expenses of such registration other than underwriting discounts or brokerage fees or commissions in connection with the sale of the Included Shares and fees and costs of accountants, attorneys or others retained by Lender.

More Definitions of Included Shares

Included Shares means, with respect to any Registration, all of the Designated Shares requested for inclusion in such Registration or, in the case of a Registration in connection with an Underwritten Offering, any lesser number of shares to which such Registration may be limited pursuant to Sec tion 2.1(h).

Included Shares means any Registrable Shares included in a Registration Statement pursuant to this Agreement.

Included Shares has the meaning set forth in Section B.

Included Shares shall have the meaning set forth in Section2.1(a). --------------- "indemnified party" shall have the meaning set forth in Section 4(c). ----------------- "indemnifying party" shall have the meaning set forth in Section 4(c). ------------------ "Initial Purchaser" shall have the meaning set forth in the preamble. ----------------- "Legal Holiday" shall mean a Saturday, a Sunday or a day on which ------------- banking institutions in New York, New York are required by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday, payment may be made on the next succeeding day that is not a Legal Holiday. "Person" shall mean an individual, corporation, partnership, joint ------ venture, association, joint stock company, trust, unincorporated organization, or other legal entity. "Piggy-Back Registration" shall have the meaning set forth in Section ----------------------- 2.2. "Preferred Stock" shall have the meaning set forth in the preamble. --------------- "Prospectus" means a prospectus which meets the requirements of ---------- Section10 of the Securities Act. "Purchase Agreement" shall have the meaning set forth in the preamble. ------------------ "Purchase Election" shall have the meaning set forth in Section ----------------- 2.1(b). "Purchase Offer" shall have the meaning set forth in Section 2.1(b). -------------- "Purchase Offer Payment Date" shall have the meaning set forth in --------------------------- Section 2.1(b). "Registrable Securities" shall mean the shares of Common Stock ---------------------- issuable upon exercise of the Warrants. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i)a Registration Statement with respect to such securities shall