Necessary Holders definition

Necessary Holders means one or more holders of the Warrants issued from time to time pursuant to the Purchase Agreement or the Registration Rights Agreement who collectively hold one-half or more of the total number of Warrant Shares subject to all then outstanding Warrants issued from time to time pursuant to the Purchase Agreement or the Registration Rights Agreement.
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Necessary Holders means, at any time of determination, any combination of Holders then holding a majority of the outstanding Registrable Securities that were originally purchased pursuant to the Purchase Agreement.
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Necessary Holders is defined as only those holders of the warrants issued by the Company on December 4, 2014 and August 12, 2015 described in the Prospectus whose agreement to the forgoing is necessary for the Company to have stockholders’ equity, as such stockholder’s equity would be calculated on September 30, 2015 by NasdaqCM, of at least $2,500,000.
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Examples of Necessary Holders in a sentence

  • No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Necessary Holders (PROVIDED, HOWEVER, that any such amendment that adversely affects any Holder or class of Holders in a manner that does not apply uniformly to all Holders, as applicable, shall require the written consent of such adversely affected Holders or class) or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.

  • For purposes of this Warrant, "Necessary Holders" means one or more holders of the Warrants issued from time to time pursuant to the Purchase Agreement or the Registration Rights Agreement who collectively hold one-half or more of the total number of Warrant Shares subject to all then outstanding Warrants issued from time to time pursuant to the Purchase Agreement or the Registration Rights Agreement.

  • This Right may be amended only in writing signed by the Company and the Necessary Holders (as defined below), and any amendment so effected shall amend all of the Rights and be binding upon each holder of Rights; provided, however, that any such amendment that adversely affects any holder or class of holders of Rights in a manner that does not apply uniformly to all holders of Rights, as applicable, shall require the written consent of such adversely affected holders or class.

  • On the Closing Date, the Company shall have delivered to the Representative executed copies of letters in form, satisfactory to the Representative and Representation Counsel, from the Necessary Holders agreeing to fix the exercise price of such warrants at $0.70 and terminate the anti-dilution provisions contained in such warrants.

  • Any term of this Note may be amended and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Necessary Holders.

  • In case any one or more of the provisions of this Right shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Right shall not in any way be affected or impaired thereby and the Company and Necessary Holders will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in the Rights.


More Definitions of Necessary Holders

Necessary Holders means, at any time of determination, one or more holders of Rights who collectively hold Rights with aggregate Target Distribution Amounts of two-thirds or more of the aggregate Target Distribution Amounts of all then outstanding Rights.
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Necessary Holders means the holders of a majority of the aggregate principal amount equal to the sum of (i) the aggregate outstanding principal amount of the Existing Notes, plus (ii) the outstanding Principal Amount of this Note. Any amendment or waiver effected in accordance with this Section 14 shall be binding upon Holder and the Company.
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Necessary Holders means one or more Holders who are not Related Persons and who collectively hold one-half or more of the Shares then held by all Holders who are not Related Persons.
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Related to Necessary Holders

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Investor Parties has the meaning set forth in the Preamble.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Initial Holders has the meaning set forth in the preamble.

  • Ordinary Shareholders means the holders of Ordinary Shares;

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Company Shareholders means holders of Company Shares.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Founders means all Members immediately prior to the consummation of the IPO.

  • Common Stockholders means holders of shares of Common Stock.

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Existing Holders shall have the meaning given in the Preamble.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.