Listed Equity Securities definition
Examples of Listed Equity Securities in a sentence
The certificates evidencing the C▇▇▇▇▇▇▇ Shares and the Listed Equity Securities may also bear any legends required by applicable blue sky laws.
For such purpose, such Listed Equity Securities shall be valued at their aggregate Fair Market Value as of the applicable Value Date.
For such purpose, such Listed Equity Securities shall be valued at their aggregate Fair Market Value as of the Final Earnout Amount Determination Date.
For such purpose, such Listed Equity Securities shall be valued at their aggregate Fair Market Value as of the date such Parent Ordinary Shares would have been valued.
In the event that, in any Conversion Transaction, outstanding shares of Parent Common Stock are converted into the right to receive equity securities that are not Listed Equity Securities (or are converted into the right to receive a combination of such equity securities and cash), then, until such equity securities constitute Listed Equity Securities, any Earnout Amount that thereafter becomes due will be required to be satisfied entirely in cash.
In the event that, in any Conversion Transaction, substantially all of the outstanding shares of Parent Common Stock are converted into the right to receive equity securities that are not Listed Equity Securities (or are converted into the right to receive a combination of such equity securities and cash), then, until such equity securities constitute Listed Equity Securities, any Earnout Amount that thereafter becomes due shall be required to be satisfied entirely in cash.
In the event that C▇▇▇▇▇▇▇ Shares or other Listed Equity Securities are issued to the Sellers hereunder, the Purchaser undertakes to file (or to cause to be filed) promptly and in any event within sixty (60) days following the date of such issuance, and to use commercially reasonable best efforts to cause to become effective promptly thereafter, a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), to permit the resale of such securities by the Sellers.
No Seller shall be permitted to transfer any Purchaser or Listed Equity Securities in the absence of an effective registration statement unless such Seller has furnished Purchaser with an opinion of counsel, reasonably satisfactory to Purchaser, that such disposition does not require registration of such C▇▇▇▇▇▇▇ Shares or Listed Equity Securities under the Securities Act.
In the event that, in any Conversion Transaction, substantially all of the outstanding shares of Parent Common Stock are converted into the right to receive equity securities that are not Listed Equity Securities (or are converted into the right to receive a combination of such equity securities and cash), then the Earnout Amount, if any, shall be required to be satisfied entirely in cash.
During the applicable Restricted Period, the Members shall not sell, pledge, hedge or otherwise dispose of any economic interest in any of the Parent Shares (including by entering into any covered or uncovered short transaction) except pursuant to and in accordance with the terms of a Conversion Transaction, in which event the restrictions contained in this Section 1.6 shall apply to any Listed Equity Securities issued in exchange for Parent Shares.