Individual Holder Share Cap definition

Individual Holder Share Cap means, with respect to any individual Holder as of any date, the maximum number of shares of Common Stock that could be issued by the Company to such Holder as of such date without triggering a change of control under Section 312.03(d) (or its successor) of the NYSE Listed Company Manual.
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Individual Holder Share Cap means, with respect to any individual Holder, the maximum number of shares of Common Stock that could be issued by the Company to such Holder without triggering a change of control under NASDAQ Stock Market Rule 5635 (or its successor).
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Individual Holder Share Cap means, with respect to Eclipse Early Growth Fund I, L.P., the maximum number of shares of Common Stock or Total Voting Power that could be beneficially owned by such holder, or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that includes such holder, initially equal to 48.9%, with such specified percentage subject to change or removal from time to time by written notice by such holder to the Company in such holder’s sole discretion; provided, however, that any increase in such holder’s Individual Holder Share Cap will not be effective before the sixty-first (61st) day after such written notice is delivered to the Company. So long as the Individual Holder Share Cap is applicable pursuant to the provisions of this Certificate of Designation, the Individual Holder Share Cap shall be interpreted to restrict the exercise of voting rights or conversion rights hereunder solely to the extent that such holder of Series B Preferred Shares (collectively with other “persons” or “groups” under 13(d)(3) of the Exchange) would be able to exercise more than the specified percentage of the Total Voting Power or hold or beneficially own more than the specified percentage of the number of outstanding shares of Common Stock as of the applicable record date, voting date or conversion date.
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Examples of Individual Holder Share Cap in a sentence

  • Any purported delivery of shares of Common Stock upon conversion of the Series B Preferred Stock will be void and have no effect to the extent, but only to the extent, that such delivery would result in any holder becoming the beneficial owner of shares of Common Stock outstanding at such time in excess of such holder’s Individual Holder Share Cap.

  • Any purported delivery of shares of Class A Common Stock upon conversion of the Series A-1 Preferred Stock will be void and have no effect to the extent, but only to the extent, that such delivery would result in any Holder becoming the beneficial owner of shares of Class A Common Stock outstanding at such time in excess of such Holder’s Individual Holder Share Cap.

  • For the avoidance of doubt, a holder may effect a conversion of its shares of Series B Preferred Stock pursuant to this Section 5 up to such holder’s Individual Holder Share Cap, in each case subject to the other applicable requirements of this Certificate of Designation.

  • Notwithstanding the foregoing or anything else in this Certificate of Designations to the contrary, no Holder shall have the right to acquire shares of Class A Common Stock, and the Company shall not be required to issue shares of Class A Common Stock to such Holder, in excess of such Holder’s Individual Holder Share Cap (the “Conversion Restriction”), unless the Company shall have obtained the Requisite Stockholder Approval.

  • For the avoidance of doubt, a Holder may effect a conversion of its shares of Series A-1 Preferred Stock pursuant to this Section 6 up to such Holder’s Individual Holder Share Cap, in each case subject to the other applicable requirements of this Certificate of Designations.

  • Any purported delivery of shares of Common Stock upon conversion of the Series A Preferred Stock will be void and have no effect to the extent, but only to the extent, that such delivery would result in any holder becoming the beneficial owner of shares of Common Stock outstanding at such time in excess of such holder’s Individual Holder Share Cap.

  • For the avoidance of doubt, a Holder may effect a conversion of its shares of Series A Preferred Stock pursuant to this Section 6 up to such Holder’s Individual Holder Share Cap, in each case subject to the other applicable requirements of this Certificate of Designations.

  • Any purported delivery of shares of Class A Common Stock or Series A-1 Preferred Stock upon conversion of the Series A Preferred Stock will be void and have no effect to the extent, but only to the extent, that such delivery would result in any Holder becoming the beneficial owner of shares of Class A Common Stock or Series A-1 Preferred Stock outstanding at such time in excess of such Holder’s Individual Holder Share Cap.

  • Unless and except to the extent previously converted, effective as of the business day immediately prior to the record date of the Fresh Vine Shareholder Meeting, Shareholder hereby irrevocably converts a number of shares of Fresh Vine Preferred Stock held by Shareholder and registered in Shareholder’s name equal to the number of such shares that will be convertible into the maximum number of Conversion Shares that does not exceed the either the Exchange Shares Cap or the Individual Holder Share Cap.

  • No Holder shall have the right to acquire Conversion Shares, and the Company shall not be required or permitted to issue Conversion Shares to such Holder, in excess of such Holder’s Individual Holder Share Cap.


More Definitions of Individual Holder Share Cap

Individual Holder Share Cap means, with respect to any Holder, the maximum number of shares of Common Stock or total voting power of the Company’s voting securities that could be beneficially owned by such Holder, or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that includes such Holder, equal to 48.9%, with such specified percentage subject to change or removal from time to time by written notice by such holder to the Company in such holder’s sole discretion; provided, however, that any increase in such holder’s Individual Holder Share Cap will not be effective before the sixty-first (61st) day after such written notice is delivered to the Company. For these purposes, beneficial ownership and calculations of percentage ownership or voting power will be determined in accordance with Rule 13d-3 under the Exchange Act.
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Individual Holder Share Cap means, with respect to any Holder as of any date, the maximum number of shares of Class A Common Stock, as reasonably determined by the corporation, that could be issued by the corporation to such Holder as of such date without triggering a change of control of the corporation under Nasdaq Listing Rule 5635(d) (or its successor) (or similar rule of any successor or other securities exchange determined by the corporation for the trading of the Class A Common Stock).
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Individual Holder Share Cap means, with respect to any individual Holder, the maximum number of shares of Class A Common Stock that could be issued by the Company to such Holder without triggering a change of control under NYSE Rule 312.03(d) (or its successor).
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Individual Holder Share Cap means, with respect to any individual holder, or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that includes such holder, of Series A Preferred Stock, a number of shares of Common Stock of the Company beneficially owned by such holder, or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that includes such holder, equal to 29.99%. For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act, provided that all outstanding Preferred Shares and all of the shares of Common Stock underlying such Preferred Shares shall be deemed to be outstanding for such calculation (but only up to the Individual Holder Share Cap) and no unexercised rights, options, warrants or conversion privileges to acquire shares of Common Stock shall be included. So long as the Individual Holder Share Cap is applicable pursuant to the provisions of this Certificate of Designation, the Individual Holder Share Cap shall be interpreted to restrict the exercise of voting rights or conversion rights hereunder solely to the extent that such holder of Preferred Shares (collectively with other “persons” or “groups” under 13(d)(3) of the Exchange) would be able to exercise more than 29.99% of the total voting power of the capital stock of the Company or hold or beneficially own more than 29.99% of the number of outstanding shares of Common Stock of the Company as of the applicable record date, voting date or conversion date.
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Individual Holder Share Cap means, with respect to any Holder, or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that includes such Holder, the maximum number of shares of Common Stock that could be beneficially owned by such Holder, or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that includes such Holder, equal to [For Eclipse: 29.99%] [For Walleye: 4.99%]. For these purposes, beneficial ownership
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Individual Holder Share Cap means, with respect to any individual Holder to which Nasdaq Listing Rule 5635(c) is applicable or deemed applicable, the maximum number of shares of Common Stock that could be issued by the Corporation to such Holder without requiring stockholder approval pursuant to Nasdaq Listing Rule 5635(c).
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Related to Individual Holder Share Cap

  • 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.

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • Voting Share Capital means the total voting equity share capital of the Target Company on a fully diluted basis as of the 10th (Tenth) Working Day from the closure of the Tendering Period of the Offer;

  • Voting Shares means shares of any class of a corporation having under all circumstances the right to vote for the election of the directors of such corporation, provided that, for the purpose of the definition, shares which only carry the right to vote conditionally on the happening of an event shall not be considered Voting Shares whether or not such event shall have happened.

  • Share Cap has the meaning specified in clause (e) of the definition of Alternative Payment Mechanism.

  • Class A Shareholder means a holder of Class A Shares;

  • Company Shares has the meaning set forth in the Recitals.