Requisite Participating Holders definition

Requisite Participating Holders means, as of any date of determination, the Holders of two-thirds or more of the aggregate Modified Liquidation Preference as of such date or, if then converted, Conversion Stock, in each case as of such date, voting together as a separate class, that elect to participate in an offering or sale of Conversion Stock pursuant to an effective Registration Statement; provided that, from the date hereof until the Abraaj Second Payment Date (as defined in the Subscription Agreement), such amount shall be determined as if Abraaj (as defined in the Subscription Agreement) has paid its entire Investor Initial Purchase Price (as defined in the Subscription Agreement), including, for the avoidance of doubt, the portion to be funded on the Abraaj Second Payment Date. Notwithstanding the foregoing or the applicable provisions of the General Corporation Law of the State of Delaware, including Section 242(b) thereof, shares of Series A Preferred Stock or Conversion Stock, as applicable, held by the Current Stockholders (as defined in the Subscription Agreement) or any Affiliates of the Current Stockholders, if any, shall not be counted for purposes of determining whether the Requisite Participating Holders threshold has been satisfied (and shall be disregarded in the numerator and the denominator of that determination); provided, that, such restriction shall automatically terminate without any further action upon the Transfer of shares of Series A Preferred Stock or Conversion Stock, as applicable, by the Current Stockholders or any Affiliates of the Current Stockholders, as applicable, to an Unaffiliated Third Party and such Unaffiliated Third Party shall be entitled to vote or consent to the actions subject to a vote or consent of the Requisite Participating Holders pursuant hereto.
Sample 1Sample 2Sample 3
Requisite Participating Holders means, with respect to any Piggyback Registration, Participating Holders owning a majority in interest of the Registrable Securities to be included in such Registration.
Sample 1Sample 2Sample 3

Examples of Requisite Participating Holders in a sentence

  • The Requisite Participating Holders that delivered the Demand Notice to the Corporation in connection with an offering pursuant to this Section 3 shall have the right, at any time prior to the effectiveness of the applicable Registration Statement, to notify the Corporation that they have determined that the Registration Statement filed in connection with such offering be abandoned or withdrawn, in which event the Corporation shall abandon or withdraw such Registration Statement.

  • However, the Requisite Participating Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters be also made to and for the benefit of the Participating Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of the Participating Holders thereunder.

Related to Requisite Participating Holders

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.

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

  • Initiating Holder has the meaning set forth in Section 2.01(a).

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

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Non-Directing Holders means the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under the Note A-2 PSA to exercise the rights granted to the Non-Directing Holders in this Agreement. If Note A-2 has not been included in a Securitization, the Non-Directing Holder with respect to such Note will be the then-current Holder of such Note.

  • Requesting Holder shall have the meaning given in subsection 2.1.1.

  • Demanding Holders shall have the meaning given in subsection 2.1.1.

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Demanding Holder shall have the meaning given in subsection 2.1.1.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Majority Holders means the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Eligible Holders has the meaning set forth in Section 2.01(a).

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

  • Participating Underwriter means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds.

  • Requisite Holders means at any time holders of Warrant Shares and Warrants representing at least a majority of the Warrant Shares outstanding or issuable upon the exercise of all the outstanding Warrants.

  • Non-Directing Holder means the Note A-2 Holder or, if Note A-2 is included in a Securitization, the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under the Note A-2 PSA, to exercise the rights granted to the Non-Directing Holder in this Agreement. If Note A-2 is no longer in a Securitization, the Non-Directing Holder with respect to such Note will be the then-current Holder of such Note.

  • Insider Shares means all shares of Common Stock of the Company owned by an Insider immediately prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.

  • Existing Holder means a Broker-Dealer or any such other Person as may be permitted by the Corporation that is listed as the holder of record of shares of AMPS in the Stock Books.

  • Designated Holder means the Holder of Note A-1.