Legended Securities definition

Legended Securities has the meaning ascribed thereto in Section 2.12(a);
Sample 1Sample 2Sample 3
Legended Securities shall have the meaning specified in Section 2.06(b) (Exchange and Registration of Transfer of Notes; Restrictions on Transfer).
Sample 1Sample 2
Legended Securities has the meaning set forth in Section 3.2.
Sample 1Sample 2

Examples of Legended Securities in a sentence

  • Stockholder consents to Source making a notation on its records and giving instructions to any transfer agent of the Legended Securities in order to implement the restrictions on transfer established in this Article 3.

  • Each certificate evidencing Legended Securities shall bear the restrictive legend set forth in Section 3.2 above, except that the legend and the stock transfer instructions and record notations with respect to such Legended Securities shall be removed upon the earlier to occur of (x) a transfer in accordance with the provisions of this Article 3 that does not require the transferee to be bound by this Agreement, and (y) expiration of the restrictions on transfer set forth in Section 3.1.

  • Demand Registrations 3 2.2 Piggyback Registrations 7 2.3 Registration Procedures 8 2.4 Registration Expenses 12 2.5 Participation in Underwritten Registrations 13 2.6 Shelf Take-Downs 13 2.7 Rule 144; Legended Securities; etc.

  • Rule 144; Legended Securities; Form S-8 13 3.2 Amendments and Waivers 13 3.3 Successors, Assigns and Transferees 13 3.4 Notices 13 3.5 Descriptive Headings 15 3.6 Governing Law 15 3.7 Counterparts 15 3.8 Severability 15 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of October 22, 1996, among THE PARTS SOURCE, INC., a Florida corporation (the "Company"), and AUTOPARTS FINANCE COMPANY, INC., a Delaware corporation ("AFCO").

  • Agreement to Vote the Subject Shares 8 Section 2.2 Fall-Away of Voting Rights and Standstill 9 Section 3.1 Required Registrations 9 Section 3.2 Piggyback Registrations 13 Section 3.3 Registration Procedures 14 Section 3.4 Registration Expenses 17 Section 3.5 Participation in Underwritten Registrations 18 Section 3.6 Rule 144; Legended Securities; etc.

  • Demand Registrations 3 2.2. Piggyback Registrations 5 2.3. Registration Procedures 6 2.4. Registration Expenses 9 2.5. Participation in Underwritten Registrations 9 2.6. Rule 144; Legended Securities; etc.

  • Agreement to Vote the Subject Shares 8 Section 2.2 Fall-Away of Voting Rights and Standstill 9 Section 3.1 Required Registrations 10 Section 3.2 Piggyback Registrations 13 Section 3.3 Registration Procedures 15 Section 3.4 Registration Expenses 18 Section 3.5 Participation in Underwritten Registrations 18 Section 3.6 Rule 144; Legended Securities; etc.

Related to Legended Securities

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • Legended Note means Registered Notes in definitive form that are issued to Institutional Accredited Investors and Registered Notes (whether in definitive form or represented by a Registered Global Note) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;

  • Interest Shares means the shares of Common Stock and the related Preferred Share Purchase Rights issuable in payment of interest on the Note.

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Payment Shares has the meaning set forth in Section 2.02;

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • 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).

  • Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.

  • Released Securities means securities that were Restricted Securities with respect to which all applicable restrictions have expired, lapsed, or been waived.

  • Purchased Securities has the meaning assigned in the Terms;

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Non Book-Entry Preferred Securities shall have the meaning set forth in Section 2.4.

  • Exempted Securities means: