Specified Holder definition

Specified Holder means an Investor whose sale of Shares pursuant to Rule 144 would be subject to aggregation with another Investor (such other Investor being a “Related Holder”).

Specified Holder means any holder of the Series B Convertible Preferred Stock that is managed on a discretionary basis by, or is otherwise an Affiliate of, Deerfield Management Company, L.P. (including, without limitation, Deerfield Private Design Fund IV, L.P., Deerfield Private Design Fund III, L.P. or Deerfield Special Situations Fund, L.P.) or any successor, assign or transferee of any such holder.

Specified Holder means (a) any holder of Company Stock Options who is employed by the Company as of immediately prior to the Effective Time at the level of Executive Director or higher and (b) any other holder of Company Stock Options identified by Parent within thirty (30) days following the date of this Agreement who is an officer or employee of the Company as of the date of this Agreement.

Examples of Specified Holder in a sentence

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• Any amendment or waiver effected in accordance with this Section 4.3 shall be binding upon each Holder, each Specified Holder and the Company.

• In the event any Related Holder agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice thereof to the Specified Holder and all other Related Holders, the remainder shall be reallocated pro rata among the Specified Holder and all other Related Holders in like manner (except that the Shares held by such foregoing Related Holder at the start of such measurement period shall be excluded from such calculation).

• This Agreement will terminate as to any Holder and any Specified Holder when it no longer holds any Registrable Securities.

• Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder or Specified Holder, as applicable, to sell any Registrable Securities pursuant to any effective registration statement.

More Definitions of Specified Holder

Specified Holder means (i) Xxxxxx Xxxxx, (ii) any Permitted Assignee of Xxxxxx Xxxxx and (iii) any Pledgee of any Person described in clauses (i) and (ii) above that complies with Section 2(d) of this Agreement.

Specified Holder or “Specified Holders” has the meaning set forth in the preamble.

Specified Holder means any holder of Series A Preferred Stock that has Beneficial Ownership of more than 15% of the outstanding shares of Series A Preferred Stock both as of the Issue Date and at the time of exercise of its right to appoint or remove a Passive Observer pursuant to Section 11(C) hereof. For purposes of the foregoing, (i) the calculation of the outstanding shares of Series A Preferred Stock and PropCo Preferred LP Interests and ownership of shares of Series A Preferred Stock and PropCo Preferred LP Interests shall not take into account any issuances, stock splits or other transactions or matters occurring after the Issue Date that would have the effect of diluting the amount of the Series A Preferred Stock and PropCo Preferred LP Interests held by a Specified Holder, (ii) the ownership of shares of Series A Preferred Stock and PropCo Preferred LP Interests of a holder shall be aggregated with the holdings of all holders that are controlled by the holder or under common control with such holder and (iii) the number of shares of Series A Preferred Stock owned by a holder shall be increased solely for this definition of “Specified Holder” by the number of PropCo Preferred LP Interests held by such holder and the number of outstanding shares of Series A Preferred Stock shall be increased by the number of PropCo Preferred LP Interests then held by all holders other than the Company. “Control” and “controlled” for purposes of clause (ii) of the immediately preceding sentence shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise and, in the case of a private fund (as defined under the U.S. Investment Advisers Act of 1940, as amended), holdings of private funds may be aggregated if their investment managers are affiliated, but shall not include any private fund or other entity that was created primarily for the purpose of satisfying the “Specified Holder” definition.

Specified Holder shall have the meaning set forth in Section 3.5.

Specified Holder shall have the meaning set forth in Section 2.1.1(c).

Specified Holder means each Person listed on the signature pages hereto under the heading “Specified Holders” and any Transferee of such Person to whom registration rights are assigned pursuant to Section 5.2.

Specified Holder means each holder of Series A-3 Preferred Stock having a Mandatory Closing Amount or Mandatory IPO Purchase Amount, as applicable.