Covered Holders definition

Covered Holders means, collectively, (i) Xxxxxx Xxxx, a natural living person, and all other members of his Holder Group and (ii) Xxxxx Xxxx, a natural living person, and all other members of his “Holder Group” as defined in that certain Transfer Restriction Agreement, dated as of the date hereof, among the Company, Xxxxx Xxxx, and each of the other parties thereto.
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Examples of Covered Holders in a sentence

  • Any failure of the Parties to comply with any obligation, covenant, agreement or condition in this Agreement may be waived by the Party entitled to the benefit thereof only by a written instrument that has been signed by the Party granting such waiver and that, in the case of the Company, has been approved by a majority of the members of the Board other than any of the Covered Holders who are members of the Board.

  • Such accounts will be a fiduciary account for the Covered Holders.

  • Within ten (10) business days of the expiration of the Special Exercise Period, the Contingent Agent shall distribute the Net Proceeds pro rata to all the Covered Holders.

  • The distribution to any Covered Holder will equal the Net Proceeds multiplied by a fraction that equals the Expired Warrants the Covered Holder could have exercised prior to the Expiration Date divided by all Expired Warrants that could have been exercised by all Covered Holders prior to the Expiration Date.

  • The Contingent Agent may also sell any amount of the Expired Warrants for the benefit of all the Covered Holders and may assign the Special Exercise Period right to the buyer of any such Expired Warrants, subject to the limitation in Article 3.2 below.

  • A determination by a majority of the members of the Board other than any of the Covered Holders who are members of the Board or by the Secretary of the Company that a conversion of Class B Common Stock to Class A Common Stock pursuant to Section 2(c) hereof has occurred shall be conclusive absent manifest error.

  • Any Covered Holder desiring to have Registrable Securities included in such registration statement and offered to the public shall so advise the Company in writing (the written notice of any such Covered Holder being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to the Covered Holders of the Intended Offering Notice, setting forth the number of Registrable Securities such Covered Holder desires to have included in the registration statement and offered to the public.

  • Upon the request of the Company, such Covered Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering.

  • Except as provided herein respecting Covered Holders, the terms and provisions of this Agreement shall not be assignable or transferable and there shall be no third-party beneficiaries hereto.

  • Whenever the consent or approval of Covered Holders holding a specified percentage of Registrable Securities is required hereunder, Registrable Securities held directly or indirectly by the Company shall not be counted in determining whether such consent or approval was given by Covered Holders holding such required percentage.

Related to Covered Holders

  • Preferred Holders means the record owners of outstanding Preferred Securities.

  • Preferred Holder means, with respect to a series of Preferred Units, a Record Holder of such series of Preferred Units.

  • Required Holders means, at any time, the holders of at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

  • Warrant Holders or “Holders” means the holders of the Warrants; and

  • 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.

  • Warrantholders or “holders” without reference to Warrants, means the warrantholders as and in respect of Warrants registered in the name of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through a Book Entry Participant or means, at a particular time, the persons entered in the register hereinafter mentioned as holders of Warrants outstanding at such time;

  • Registered Holder means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

  • Designated Holder means the Holder of Note A-1.

  • Initial Holders has the meaning set forth in the preamble.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • the holder in relation to any shares means the person whose name is entered in the register as the holder of those shares;

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Option Holders means the holders of the Options.

  • Non-Directing Holders means the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under the Note A-2 PSA to exercise the rights granted to the Non-Directing Holders in this Agreement. If Note A-2 has not been included in a Securitization, the Non-Directing Holder with respect to such Note will be the then-current Holder of such Note.

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • Series B Holder means a Record Holder of the Series B Preferred Units.

  • Initial Stockholders means the stockholders of Holdings who became -------------------- stockholders as of the Closing Date (including employees or directors of Holdings or any Subsidiary who were granted options to purchase stock as of the Closing Date) and any transferees of such stockholders described in clause (i) or (ii) in the definition of Approved Sale.

  • Warrantholder has the meaning set forth in Section 2.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

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

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Deceased Holder Not applicable.

  • Majority Stockholder means any person that would be a “50-percent shareholder” (within the meaning of section 382(g)(4)(D) of the U.S. Tax Code) of Common Stock if such person claimed a Worthless Stock Deduction at any time on or after the Petition Date.

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.