Securityholder Securities means (i) the Shares, Options, RSUs, PSUs, and/or DSUs listed on Schedule A to this Agreement, and (ii) any Shares, Options, RSUs, PSUs, and/or DSUs acquired by or issued or granted to the Securityholder after the date hereof (including any Shares issued upon the exercise of Options);
Securityholder Securities means (i) any of the Company's Class A Preferred Units, Class B Preferred Units, or Common Units purchased or otherwise acquired by any Securityholder, (ii) any Class B Preferred Units or Common Units issued or issuable upon exercise of the Warrants, (iii) any equity securities issued or issuable directly or indirectly with respect to the Units referred to in clauses (i) or (ii) above by way of unit dividend or unit split or in connection with a combination of units, recapitalization, merger, consolidation or other reorganization, and (iv) any other units of any class or series of equity securities of the Company held by a Securityholder. As to any particular equity securities constituting Securityholder Securities, such Securityholder Securities will cease to be Securityholder Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.
Securityholder Securities means all Shares and all other securities of Coral including, but not limited to, Options, owned by the Securityholder prior to the Effective Time, including: (i) all Shares issuable upon the exercise of Options owned by the Securityholder; and (ii) all securities of Coral or of any holding body corporate, issued or acquired in lieu of or in replacement for or in consideration of all or any of such Shares or Options or any interest in Coral;
Examples of Securityholder Securities in a sentence
The Securityholder (i) is, and as of immediately prior to the time at which the Shares forming part of the Securityholder Securities are taken up and paid for under the Offer will be, the sole beneficial owner of, or (ii) exercises, and as of immediately prior to the time at which the Shares forming part of the Securityholder Securities are taken up and paid for under the Offer will exercise, sole control and direction over, directly or indirectly, the Securityholder Securities.
No person has any agreement or option, or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder, or any registered holder of the Securityholder Securities, or any other person, of any of the Securityholder Securities or any interest therein or right thereto, except pursuant to this Agreement.
Upon termination of this Agreement, Securityholder shall be entitled to withdraw any of the Securityholder Securities tendered to the Offer.
The Shares forming part of the Securityholder Securities, together with any Shares issued upon the exercise of the Options forming part of the Securityholder Securities, will be transferred to and acquired by the Offeror pursuant to the Offer with good and marketable title, free and clear of any and all Liens (except for the transfer restrictions imposed by Applicable Securities Laws).
Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and the Securityholders and any subsequent holders of Securityholder Securities and the respective successors and assigns of each of them, so long as they hold Securityholder Securities.
More Definitions of Securityholder Securities
Securityholder Securities means (i) any of the Company's Senior Preferred Units purchased or otherwise acquired by any Securityholder, and (ii) any securities of the Company or any successor or Affiliate of the Company issued or issuable directly or indirectly with respect to the Senior Preferred Units referred to in clause (i) above upon conversion thereof or by way of unit dividend or unit split or in connection with a combination of units, recapitalization, merger, consolidation or other reorganization. As to any particular securities constituting Securityholder Securities, such Securityholder Securities will cease to be Securityholder Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.
Securityholder Securities means (i) any Class A Preferred Units, Class B Preferred Units, Class A Common Units or Class B Common Units purchased or otherwise acquired by any Securityholder, (ii) any equity securities issued or issuable directly or indirectly with respect to the Units referred to in clause (i) above by way of unit dividend or unit split or in connection with a combination of units, recapitalization, merger, consolidation or other reorganization, and (iii) any other units of any class or series of equity securities of the Company held by a Securityholder. As to any particular equity securities constituting Securityholder Securities, such Securityholder Securities will cease to be Securityholder Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.
Securityholder Securities means (i) any Preferred Units or Common ------------------------- Units issued to or otherwise acquired by a Securityholder, and (ii) any securities issued directly or indirectly with respect to any of the foregoing securities by way of a stock split, stock dividend, or other division of securities, or in connection with a combination of securities, recapitalization, merger, consolidation, or other reorganization, or upon conversion or exercise of any of the foregoing securities; provided that Securityholder Securities -------- shall in no event include any Senior Units. As to any particular securities constituting Securityholder Securities, such securities shall cease to be Securityholder Securities when they have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (c) repurchased or otherwise acquired by the Company (or its assignees) or forfeited pursuant to the terms of the Performance Vesting Agreement. Any reference herein to a "majority of the Securityholder Securities" or the "number of Securityholder Securities" for purposes of comparison shall refer, with respect to any particular Securityholder Securities, to the number of Common Units (or equivalent common equity securities of the Company) then represented by such Securityholder Securities (on a fully diluted, as-if- converted basis, but excluding any Un-Performance-Vested Securities).
Securityholder Securities means (i) any Class A Units or Class B Units issued to or otherwise acquired by a Securityholder, (ii) upon dissolution and liquidation of the LLC, any securities of the Company distributed in respect of the securities referred to in clause (i) above pursuant to such dissolution and liquidation, and (iii) any securities issued directly or indirectly with respect to the foregoing securities by way of a stock split, stock dividend, or other division of securities, or in connection with a combination of securities, recapitalization, merger, consolidation, or other reorganization, or upon conversion or exercise of any of the foregoing securities (but not including any Class C Units or Class D Units issued in exchange for Class A Units or Class B Units). As to any particular securities constituting Securityholder Securities, such securities shall cease to be Securityholder Securities when they have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar provision then in force) or (c) repurchased by any holder of Class A Units under the terms of an Executive Purchase Agreement, or by the LLC (including in exchange for Class A Units or Class B Units), the Company or any Subsidiary thereof.
Securityholder Securities means (i) any Class A Preferred, Class B Preferred, or Common Unit purchased or otherwise acquired by any Securityholder, (ii) any equity securities issued or issuable directly or indirectly with respect to the Units referred to in CLAUSE (i) above by way of unit dividend or unit split or in connection with a combination of units, recapitalization, merger, consolidation or other reorganization, and (iii) any other units of any class or series of equity securities of the Company held by a Securityholder; PROVIDED THAT Securityholder Securities shall not include nonvoting Units described in this CLAUSE (iii) for purposes of SECTION 1 hereof. As to any particular equity securities constituting Securityholder Securities, such Securityholder Securities will cease to be Securityholder Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.
Securityholder Securities means all Shares and all other securities of Polaris including, but not limited to, Options and DSUs, beneficially owned or controlled or directed by the Securityholder prior to the Effective Time, including (i) all Shares issuable upon the exercise of Options or the redemption of DSUs beneficially owned or controlled or directed by the Securityholder, and (ii) all securities of Polaris or of any holding body corporate, issued or acquired in lieu of or in replacement for or in consideration of all or any of such Shares, or Options or DSUs or any interest in Polaris; and
Securityholder Securities means (i) any Shares purchased or otherwise acquired by any Securityholder, (ii) any options, warrants or other rights to purchase or otherwise acquire any Shares (whether granted by the Company or a third party) and (iii) any equity securities issued or issuable or convertible into or exchangeable for, directly or indirectly to any of the Shares or other securities referred to in clause (i) and (ii) above by way of a dividend or split or exchange or in connection with a combination of Shares, recapitalization, merger, consolidation or other reorganization. As to any particular Securityholder Securities, such securities shall cease to be Securityholder Securities when they have been disposed of in a Public Sale (and otherwise in compliance with the applicable provision of this Agreement) or repurchased by the Company or a Subsidiary.