Required Shares definition
Examples of Required Shares in a sentence
Whenever an Eligible Stockholder consists of a group of stockholders of record and/or beneficial owners, any and all requirements and obligations for an Eligible Stockholder set forth in this Section 2.14 must be satisfied by and as to each such stockholder or beneficial owner, except that shares may be aggregated to meet the Required Shares as provided in this Section 2.14(e).
For the avoidance of doubt, in the event that a Nominating Shareholder consists of a group of Eligible Shareholders, any and all requirements and obligations applicable to an Eligible Shareholder or a Nominating Shareholder set forth in this Section 1.10 shall apply to each member of such group; provided, however, that the Required Shares provision shall apply to such group in the aggregate.
Immediately upon receiving sufficient notices that the Holders or their Affiliates own the Required Shares in the aggregate, the Springing Lien Amount shall be increased to the full outstanding principal amount of the Notes, including the Make-Whole Amount, if applicable, and the Company shall take, or cause to be taken, all appropriate actions required pursuant to Section 4.09.
This Agreement shall automatically terminate upon the earliest of (i) such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, (ii) the third (3rd) anniversary of the closing of the IPO, and (iii) the consummation of a Liquidation (as defined in the Company’s Amended and Restated Certificate of Incorporation, as in effect on the date hereof).
The Company hereby covenants and agrees that, after the date of this Agreement, so long as any Lead Investor (or its Affiliates) continues to own beneficially the Required Shares, the Company will not increase the size of the Board of Directors without the prior written consent of any Lead Investor who owns beneficially the Required Shares, which consent can be withheld in the sole discretion of the applicable Lead Investors.