Subject Common Shares definition

Subject Common Shares means (i) the Common Shares issued to the Manager by the Company pursuant to this Agreement and (ii) all Common Shares or other equity securities of the Company derived from the Common Shares described in clause (i) above, whether as a result of merger, consolidation, stock split, stock dividend, stock distribution, stock combination, recapitalization or similar event, in either case other than any such Common Shares that (A) have been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (B) sold to the public pursuant to Rule 144, (C) have otherwise ceased to be “restricted securities” within the meaning of Rule 144, (D) the seller thereof is deemed under Rule 144 not to be an underwriter of those Common Shares within the meaning of Section 2(a)(11) of the Securities Act by reason of the sale thereof to the public without limitation as to timing, volume or manner of sale.

Subject Common Shares means common shares of the Company or Clever Leaves International Inc., a corporation organized under the laws of British Columbia, Canada, owned, directly or indirectly, by the Participant, or under control or direction of the Participant or with respect to which the Participant has beneficial ownership.

Subject Common Shares means, with respect to the Stockholder, the number of shares of Common Stock set forth opposite the Stockholder’s name on Schedule I hereto, together with any shares of Common Stock acquired by the Stockholder after the date hereof; provided, however, that, notwithstanding anything to the contrary in this Agreement, the Stockholder is in no way required by this Agreement to exercise any options or warrants to purchase Common Stock.

Examples of Subject Common Shares in a sentence

• Such Stockholder has not appointed or granted any proxy which is still in effect with respect to any of such Stockholder’s Subject Common Shares.

• Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void, except any assignment in connection with any Transfer of the Subject Common Shares permitted by this Agreement.

• The Company shall cause such Subject Common Shares to be included in such registration and shall use commercially reasonable best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Subject Common Shares requested to be included to be included on the same terms and conditions as any similar securities of the Company.

• No purchaser of Subject Common Shares shall be deemed to be a successor by reason merely of such purchase.

• Prior to the use of any prospectus (including any supplemental prospectus) in connection with the offering and sale of the Subject Common Shares covered by any Registration Statement as in effect from time to time, the Manager and/or such Eligible Person(s) shall notify the Company of such use.

More Definitions of Subject Common Shares

Subject Common Shares means the 27,274,314 Common Shares Beneficially Owned as of the Closing Date by any limited partnership, limited liability company or other investment fund managed directly or indirectly by the principals of TPG Advisors, Inc., a Delaware corporation, or TPG Advisors II, Inc., a Delaware corporation.

Subject Common Shares means the Common Shares and all other securities which are entitled to vote generally with the Common Shares owned by the Shareholder or over which the Shareholder, directly or indirectly, exercises control or direction (all as listed on Schedule A) and any Common Shares acquired directly or indirectly by the Shareholder subsequent to the date hereof or that become subsequent to the date hereof, directly or indirectly, controlled or directed by the Shareholder, including any Common Shares issued upon securities which may be converted into, exchanged for or otherwise changed into Common Shares (including upon any conversion of the Series E Shares or upon exercise of Convertible Securities);

Subject Common Shares means common shares of SPAC or Holdco, owned, directly or indirectly, by Sponsor, or under control or direction of Sponsor or with respect to which Sponsor has beneficial ownership.

Subject Common Shares means the Common Shares to be acquired pursuant to the Securities Purchase Agreement, the Common Shares issuable upon exercise of the Warrants and upon conversion of the Series A Preferred Shares, and, if necessary (only with respect to registration in the United States) to register the underlying Common Shares, the Warrants and the Series A Preferred Shares, any additional Common Shares distributed in respect of such Subject Common Shares, any equity security into which the original Subject Common Shares are converted, and the Common Shares to be acquired pursuant to that certain Stock Purchase Agreement dated as of October 2, 1996, between the Company and TPG.

Subject Common Shares means (a) the 4,000,000 Common Shares beneficially owned by the Shareholder on the date of this Agreement, and (b) all Common Shares or other equity securities of HPT derived from the Common Shares described in part (a) of this definition, whether as a result of merger, consolidation, stock split, stock dividend, stock distribution, stock combination, recapitalization or similar event.

Subject Common Shares means the Common Shares to be acquired pursuant to the Securities Purchase Agreement, the Common Shares issuable upon exercise of the Warrants and upon conversion of the Series A Preferred Shares distributed in respect of such Subject Common Shares, any equity security into which the original Subject Common Shares are converted, and the Common Shares to be acquired pursuant to those two certain Stock Purchase Agreements dated as of October 2, 1996, and January 20, 1998, by and between the Company and TPG.

Subject Common Shares means (a) the 12,809,238 Common Shares beneficially owned by the Shareholder on the date of this Agreement, and (b) all Common Shares or other equity securities of SNH derived from the Common Shares described in part (a) of this definition, whether as a result of merger, consolidation, stock split, stock dividend, stock distribution, stock combination, recapitalization or similar event.