Subsidiary Equity Securities definition

Subsidiary Equity Securities means any (i) equity interests of any class or series of any subsidiary of the Company, (ii) options, warrants or other securities convertible into or exercisable or exchangeable for such equity interests, (iii) options, warrants or other securities convertible into or exercisable or exchangeable for such securities described in clause (ii), or (iv) any other rights to acquire, directly or indirectly, such equity interests.
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Subsidiary Equity Securities has the meaning set forth in Section 4.3(b).
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Subsidiary Equity Securities shall have the meaning set forth in Section 2.01(c).
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Examples of Subsidiary Equity Securities in a sentence

  • Dividends shall be exempted up to NLG 1,000, provided that they do not exceed the amount of the income indicated above, less the costs relating thereto other than interest on debts and costs relating to loans....3.

  • The Company shall have no obligation to deliver shares of Common Stock pursuant to the exercise of any Option, or any Subsidiary Equity Securities distributable in connection therewith, in whole or in part, until such payment in full of the purchase price of such shares of Common Stock is received by the Company.

  • Notwithstanding the foregoing, if the holder is on the effective date of any such exercise ineligible to own any Subsidiary Equity Securities that would otherwise be distributable to such holder in accordance with this Section 7, such holder shall not receive such Subsidiary Equity Securities in kind but shall be entitled to receive from the Company in cash the Fair Market Value, as of such date, of any such Subsidiary Equity Securities including fractions thereof.

  • Any Subsidiary Equity Securities distributed pursuant to Section 5 of Article VII of this Plan shall be made available from the Company's holdings of such Subsidiary Equity Securities purchased by the Company or a Subsidiary in the open market or otherwise obtained.

  • Any Subsidiary Equity Securities (as hereinafter defined) distributed pursuant to Section 7 of Article VI of this Plan shall be made available, at the discretion of the Board or the Committee, either directly from the issuer thereof or from the Company's holdings of such Subsidiary Equity Securities purchased by the Company or a Subsidiary in the open market or otherwise obtained.

  • Each Nation registered in the United Kingdom or the Republic of Ireland shall elect to Council up to two Voting Members who shall have a registered address in the Nation area for which they are elected.

  • The Subsidiary Equity Securities described in Schedule 5.5 constitute all the issued and outstanding Equity Securities of the respective Subsidiaries.

  • Class 10 consists of the Subsidiary Equity Securities all of which are held by various of Debtors.

  • As of the Closing Date and immediately prior to the Closing, no other Person not disclosed in the Allocation Schedule will have a right to acquire or receive any Company Equity Securities or any Company Subsidiary Equity Securities.

  • Except as set forth in the Organizational Documents of the Company or the Company Stockholders Agreement or as set forth in Section 3.2(g) of the Company Disclosure Schedule, there are no voting trusts, proxies or other Contracts to which the Company or any Company Subsidiary (or to the Company’s Knowledge as of the date hereof, a Company Equityholder) is a party with respect to the voting or transfer of the Company Equity Securities or any Company Subsidiary Equity Securities.


More Definitions of Subsidiary Equity Securities

Subsidiary Equity Securities is defined in Section 4.4(e).
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Subsidiary Equity Securities means Equity Interests of each of the Subsidiaries of Operating and J. Crew, as of the date hereof as listed on Schedule 5.5 to the Information Certificate or from time to time acquired by Operating.
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Subsidiary Equity Securities means the equity securities of SCC and HCS-Golf Course, LLC, issued and outstanding immediately before the Effective Date.
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Related to Subsidiary Equity Securities

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • Equity Securities means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

  • Hybrid Equity Securities means securities issued by Borrower or any subsidiary that (a) are classified as possessing a minimum of (i) “intermediate equity content” by S&P and (ii) “Basket C equity credit” by Moody’s and (b) do not contain any scheduled principal payments or prepayments or any mandatory redemptions or mandatory repurchases prior to the date that is at least 91 days after the latest applicable Maturity Date.

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • New Equity Interests means the limited liability company

  • Equity Interests means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • Subsidiary Shares has the meaning ascribed to it in Section 3.3(a).

  • Subsidiary Securities means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a "security" under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Equity Equivalents means with respect to any Person any rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of such Person or securities exercisable for or convertible or exchangeable into Equity Interests of such Person, whether at the time of issuance or upon the passage of time or the occurrence of some future event.

  • Qualified Equity Interests means any Equity Interests that are not Disqualified Equity Interests.

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • Capital Stock of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

  • Voting Equity Interests means Equity Interests which at the time are entitled to vote in the election of, as applicable, directors, members or partners generally.

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • Company Subsidiary Securities has the meaning set forth in Section 3.02(d).

  • Preferred Equity Interest means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Disqualified Equity Interests of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, in each case on or prior to the date that is 91 days after the final maturity date of the Notes; provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided, further, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the Issuer to redeem such Equity Interests upon the occurrence of a change in control occurring prior to the 91st day after the final maturity date of the Notes shall not constitute Disqualified Equity Interests if (1) the change of control provisions applicable to such Equity Interests are no more favorable to such holders than the provisions of Section 4.08, and (2) the right to require the Issuer to redeem such Equity Interests does not become operative prior to the Issuer’s purchase of the Notes as required pursuant to the provisions of Section 4.08.

  • Capital Shares means the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Foreign Subsidiary Voting Stock the voting Capital Stock of any Foreign Subsidiary.

  • Subsidiary Stock means, with respect to any Person, the stock (or any options or warrants to purchase stock or other Securities exchangeable for or convertible into stock) of any Subsidiary of such Person.

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.