XCel Shares definition

XCel Shares means those shares of Common Stock issued to the Seller pursuant to the Purchase Agreement (including any shares of Common Stock issued in connection with the Initial Stock Consideration, the Earn-Out Shares, the QVC Earn-Out Shares or the Promissory Note) and those shares of Common Stock issued to each of Mizrahi and MG pursuant to the Restricted Stock Agreements.
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XCel Shares means the shares of common stock of XCel.
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XCel Shares means the shares of common stock of Xcel.
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Examples of XCel Shares in a sentence

  • Except to the extent prohibited under the Lock-Up Agreement and applicable law, a Holder may, at any time and from time to time, Transfer some or all of the XCel Shares held by such Holder to a person or entity who is not a Related Party, and the XCel Shares so Transferred shall be free and clear of any restrictions under this Agreement (including, without limitation, those restrictions contained in Section 2).

  • All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holder hereby irrevocably consents to, vote all XCel Shares owned by them in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required.

  • Nothing in this Agreement constitutes an obligation of the Company to issue any XCel Shares and the Holder acknowledges and agrees that the determination of issuance of any XCel Shares shall be made in accordance with the Purchase Agreement, the Employment Agreement or other agreement with the Company.

  • All expenses in connection with the preparation of such registration statement (other than the expenses of counsel for the holder of the applicable XCel Shares) shall be borne by XCel.

  • Persons who consider their usual place of residence elsewhere but are found staying with the sample household at the time of enumeration, are not considered as members of the household.

  • Each Holder hereby appoints such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the XCel Shares and any New Shares (as defined below) (collectively, the “Shares”).

  • Upon expiration of the Initial Period (as defined in the Lock Up Agreement), XCel agrees to file with the SEC a registration statement under the Securities Act, and make any filings with state securities agencies reasonably requested of it, with respect to the Initial Shares issued or to be issued under this Agreement, including the total number of XCel Shares issuable pursuant to the Promissory Notes.

  • In the event that any Seller Group is issued ten percent (10%) or more of the then-outstanding XCel Shares, and such Seller Group has greater voting and/or transfer rights with respect to such XCel Shares than those provided to the Holders under this Agreement, then the terms of this Agreement shall be automatically amended, without the need of any further action, so that the Holders are provided with such greater voting and/or transfer rights.

  • The Holder hereby appoints Xxxxxx X’Xxxxx, or in the event that Xxxxxx X’Xxxxx is not the Chief Executive Officer of the Company, such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the XCel Shares.

  • All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders hereby irrevocably consent to, vote all XCel Shares owned by them in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required.


More Definitions of XCel Shares

XCel Shares means any Warrant Shares which may be issued upon exercise of the Warrant, together with any capital stock of the Company issued to the Holder in respect of the foregoing as a result of any stock split, stock dividend, recapitalization, reclassification, exchange or similar event or otherwise.
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XCel Shares means the shares of common stock of XCel. “Year End Financials” is defined in Section 4.4(a).1.2 Usage.
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XCel Shares means the shares of common stock of Xcel. 1.2 Usage. ( a ) Interpretation. In this Agreement, unless a clear contrary intention appears: (i) the singular number includes the plural number and vice versa; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (iii) reference to any gender includes each other gender; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (v) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (vi) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof; (vii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (viii) “or” is used in the inclusive sense of “and/or”; (ix) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and (x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.
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XCel Shares means the shares of common stock of Xcel. “Year End Financials” is defined in Section 4.4(a).
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XCel Shares means the Initial Shares, Earn Out Shares, the Note Shares, the Adjustment Shares (as defined in the Lock Up Agreement) and any other shares of Common Stock or other capital stock of the Company issued to the Seller pursuant to the Purchase Agreement and any shares of Common Stock or capital stock of the Company issued to Seller pursuant to the Employment Agreement with the Company and/or under any equity incentive or other plan that the Company has in place from time to time, together with any capital stock of the Company issued to the Seller in respect of the foregoing as a result of any stock split, stock dividend, recapitalization, reclassification, exchange or similar event or otherwise.
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Related to XCel Shares

  • Equity Shares shall have the meaning attributed to such term in the recitals of this Agreement;

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

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

  • Common Shares means the common shares in the capital of the Corporation;

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • ASA Shares has the meaning set forth in 2.4(a).

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

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

  • Original Shares means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.

  • 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).

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • sweat equity shares means equity shares issued by a company to its employees or directors at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called;

  • New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • 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.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.

  • 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.

  • Unit Shares has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Ordinary Shareholder means a holder of ordinary shares;

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Common Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

  • Ordinary Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs.

  • Ordinary Shareholders means the holders of Ordinary Shares;