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, upon the effectiveness of the Registration Statement, as applicable, will be validly issued, fully paid and non-assessable.

  • The Selling Securityholder Shares, when issued and delivered upon conversion of the Class A Common Stock into shares of Common Stock upon the effectiveness of the Registration Statement or upon exercise of the Warrants issued in the 2009 Private Placement, as applicable, will be validly issued, fully paid and non-assessable.

  • Any Securityholder Shares not Transferred within such 180-day period must be reoffered to the Company and the Offerees pursuant to this Section 3(b) prior to any subsequent Transfer.

  • A COPY OF SUCH SECURITYHOLDERS AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” The Company shall imprint such legend on certificates evidencing Securityholder Shares outstanding as of the date hereof.

  • 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.

  • The Selling Securityholder Shares, when issued and delivered upon conversion of the Class A Common Stock into shares of Common Stock upon the effectiveness of the Registration Statement or upon exercise of the Warrants issued in the 2009 Private Placement, as applicable, will be duly authorized, validly issued, fully paid and non-assessable.

  • The Company may elect to purchase all or any portion of the Securityholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Holder and the Offerees as soon as practical but in any event within ten days after the delivery of the Offer Notice.

  • If the Company or any Offerees have elected to purchase all of the Securityholder Shares from the Transferring Holder, the Transfer of such Securityholder Shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Holder, but in any event within 30 days after the expiration of the Election Period.

  • Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Securityholders unless such modification, amendment or waiver is approved in writing by each of the Company and the holders of at least a majority of the Securityholder Shares constituting voting stock of the Company.

  • Schmidt then worked as a staff attorney with the MPCA from March 2015 through February 1, 2019.


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, 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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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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Related to Securityholder Shares

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

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

  • Securityholder or Holder Any Noteholder or a Certificateholder.

  • 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 means the common shares in the capital of the Company;

  • 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 the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.

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

  • 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).

  • 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 Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Class B Preferred Shares means class B preferred shares of Pembina;

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.