Securityholder Shares definition

Securityholder Shares means any and all shares of Parent Common Stock which Securityholder receives or has the right to receive in the Merger (including all shares of Parent Common Stock received in exchange for shares of Company Common Stock and Company Preferred Stock held by Securityholder and all shares of Parent Common Stock which Securityholder has the right to receive upon the exercise of any Company Options held by Securityholder (including any shares of Parent Common Stock issued into or held in escrow pursuant to the terms of the Merger Agreement and the Escrow Agreement)), other than Company Options to acquire up to 5,000 shares of Company Common Stock.
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Securityholder Shares means (i) any Common Stock acquired by the Securityholders and (ii) any equity securities issued or issuable directly or indirectly with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares constituting Securityholder Shares, such shares will cease to be Securityholder Shares when they have been sold in a Public Sale by the Fund Investors, an Approved Sale, or upon the consummation of a Initial Public Offering.
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Securityholder Shares means (a) any capital stock of the Company (including without limitation any Series A Preferred Stock or Common Stock) purchased or otherwise acquired by any Securityholder, and (b) any securities of the Company or any of its Subsidiaries directly or indirectly exercisable, convertible or exchangeable for, any of the securities described in clause (a) above; provided that the term “Securityholder Shares” shall not include options to acquire Common Stock issued pursuant to the Company’s stock option plan. As to any particular shares constituting Securityholder Shares, such shares shall cease to be Securityholder Shares when they have been acquired by the Company or sold pursuant to a Public Sale.
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Examples of Securityholder Shares in a sentence

  • The Selling Securityholder Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.

  • Without limitation, no opinion is expressed herein with respect to the qualification of the Resale Warrants or the Selling Securityholder Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

  • The Selling Securityholder Shares have been duly authorized and validly issued and are fully paid andnon-assessable.

  • The Selling Securityholder Shares are duly authorized, validly issued, fully paid and nonassessable.

  • The Selling Securityholder Shares have been duly authorized and are validly issued, fully paid and non-assessable.

  • All of the Resale Warrants and the Selling Securityholder Shares are being registered on behalf of certain selling securityholders of the Company.

  • The Selling Securityholder Shares have been duly authorized and validly issued and are fully paid and nonassessable.

  • The Selling Securityholder Shares are validly issued, fully paid and non-assessable.

  • Without limitation, no opinion is expressed herein with respect to the qualification of the Private Placement Warrants or the Selling Securityholder Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

  • Any Transfer or attempted Transfer of any Securityholder Shares in violation of any provision of this Agreement shall be void, and the Company shall not register the Transfer of such Securityholder Shares on its books or treat any purported Transferee of such Securityholder Shares as the owner of such Securityholder Shares for any purpose.


More Definitions of Securityholder Shares

Securityholder Shares means (a) any capital stock of the Company purchased or otherwise acquired by any Securityholder, and (b) any securities issued or issuable directly or indirectly with respect to any of the securities described in clause (a) above, in each case, by way of stock dividend or other distribution or stock split, or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares constituting Securityholder Shares, such shares shall cease to be Securityholder Shares when they have been acquired by the Company or sold pursuant to a Public Sale.
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Securityholder Shares means (i) any capital security of the Company purchased or otherwise acquired by any Securityholder, (ii) any warrants, options or other rights to subscribe for or to acquire, directly or indirectly, any capital security of the Company, purchased or otherwise acquired by any Securityholder, whether or not then exercisable or convertible, and (iii) any security or other securities which are convertible into or exchangeable for, directly or indirectly, any capital security of the Company, purchased or otherwise acquired by any Securityholder, whether or not then
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Securityholder Shares means, collectively, the shares of Common Stock held by the Securityholders and issuable upon the exercise of the Warrants and conversion of the Series C Preferred Stock (or issuable upon the exercise or conversion of any warrants, options or convertible securities acquired after the date hereof) held by the Securityholders;
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Related to Securityholder Shares

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • 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.

  • Newco Shares means the common shares in the capital of Newco;

  • 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.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Company Shares has the meaning set forth in the Recitals.

  • Common Stockholders means holders of shares of Common Stock.

  • Securityholders means the Noteholders and the Certificateholders.

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

  • Registrable Shares means (i) the Common Stock issuable or issued upon conversion pursuant to Section 2.5 of this Agreement, and (ii) any Common Stock or other securities issued or issuable in respect of shares referenced in (i) above, upon any stock split, stock dividend, recapitalization, or similar event; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which such Person's rights under this Section 10 are not assigned.

  • 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.

  • Class B Shares means the Class B ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class B Shares, and having the rights provided for in these Articles.

  • Common Shareholders means the holders of the Common Shares.

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Preferred Shareholder means any holder of Preferred Shares.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Class A Shareholder means a holder of Class A Shares;

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Securityholders Agreement means that certain Securityholders ------------------------- Agreement, dated as of July 22, 1998 and as amended from time to time, among Holdings and the signatories parties thereto.