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).
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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.
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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any time prior to the effective date of such Registration Statement if the registration of the Registration Shares is withdrawn or discontinued.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.

  • Bank Hall Ward Gating Orders have been extensively used in this ward and there have been significant reductions in crime levels.

  • 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.

  • Consummation of the sale of the Section 9.1 Shares by Apollo to a Non-Qualified Transferee shall be conditioned upon consummation of the sale by Foods to such Non-Qualified Transferee of the Included Shares, if any.

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

  • 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.

  • 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.

  • 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.

  • If SUUB decides not to, and does not, file a Registration Statement with respect to such Registration, or after filing determines to withdraw the same before the effective date thereof, SUUB will promptly so inform Holder, and SUUB will not be obligated to complete the registration of the Included Shares included therein.


More Definitions of Included Shares

Included Shares has the meaning set forth in Section B.
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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
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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).
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Included Shares means any Registrable Shares included in a Registration Statement pursuant to this Agreement.
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Related to Included Shares

  • Excluded Shares has the meaning set forth in Section 2.1(b).

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

  • Excluded Stock means:

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

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Company Preferred Shares means, collectively, the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series B Preferred Shares, and the Company Undesignated Preferred Shares.

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • 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.

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

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Controlled Shares in reference to any person means all shares of the Company directly, indirectly or constructively owned by such person as determined pursuant to Section 958 of the Code.

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

  • Owned Shares means all Shares which are beneficially owned by Shareholder or any of its controlled Affiliates as of the date hereof.

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

  • Specified Shares means all or, as the case may be, some of the shares specified in a disclosure notice;

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Excluded Securities means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date) and (iv) the shares of Common Stock issuable upon exercise of the SPA Warrants; provided, that the terms of the SPA Warrant are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).

  • Excluded Stock and Stock Equivalents means (i) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Stock and Stock Equivalents of any Foreign Subsidiary or any Domestic Subsidiary substantially all of the assets of which consist of Stock or Stock Equivalents of Foreign Subsidiaries to secure the Obligations, any Stock or Stock Equivalents of any class of such Foreign Subsidiary or such Domestic Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon any Change in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (iii) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (iv) in the case of (A) any Stock or Stock Equivalents of any Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien permitted by Section 10.2(h) or (B) any Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (1) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (2) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (2) shall not apply if (x) such other party is a Credit Party or wholly-owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (3) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (v) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Borrower.

  • Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.