Common use of Approval of Holders Clause in Contracts

Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, (i) Holders of Notes shall be deemed to be Holders, for such purposes, of the number of outstanding shares of Common Stock into which such Notes are convertible and (ii) Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

Appears in 4 contracts

Samples: Registration Rights Agreement (Integrated Process Equipment Corp), Registration Rights Agreement (Heartport Inc), Registration Rights Agreement (Cymer Inc)

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Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, (i) Holders of Notes Debentures shall be deemed to be Holders, for such purposes, of the number of outstanding shares of Common Stock into which such Notes Debentures are convertible and (ii) Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers Purchaser or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

Appears in 4 contracts

Samples: Registration Rights Agreement (Omnicom Group Inc), Registration Rights Agreement (Omnicom Group Inc), Registration Rights Agreement (Sepracor Inc /De/)

Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, (i) Holders of Notes Debentures shall be deemed to be Holders, for such purposes, of the number of outstanding shares of Common Stock into which such Notes Debentures are convertible and (ii) Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

Appears in 3 contracts

Samples: Registration Rights Agreement (Sepracor Inc /De/), Registration Rights Agreement (Sepracor Inc /De/), Registration Rights Agreement (Omnicare Inc)

Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, (i) Holders of Notes shall be deemed to be Holders, for such purposes, of the number of outstanding shares of Common Stock into which such Notes are convertible (as of the record date for such consent or approval) and (ii) Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

Appears in 1 contract

Samples: Registration Rights Agreement (Cke Restaurants Inc)

Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, (i) Holders of Notes Debentures shall be deemed to be Holders, for such purposes, of the number of outstanding shares of Common Stock into which such Notes Debentures are convertible and (ii) Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) Affiliates (other than the Initial Purchasers Purchaser or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

Appears in 1 contract

Samples: Registration Rights Agreement (Triarc Companies Inc)

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Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, (i) Holders of Notes shall be deemed to be Holders, for such purposes, of the number of outstanding shares of Common Stock into which such Notes are convertible and (ii) Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) Affiliates (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

Appears in 1 contract

Samples: Registration Rights Agreement (Data General Corp)

Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, (i) Holders of Notes such percentage shall be deemed to be Holders, for such purposes, calculated based on the total of (A) the number of Shares constituting Registrable Securities plus (B) the number of Shares obtainable at the time in question if all of the Securities constituting Registrable Securities then outstanding shares of Common Stock into which such Notes are convertible were converted, and (ii) Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

Appears in 1 contract

Samples: Registration Rights Agreement (Security Capital U S Realty)

Approval of Holders. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, (i) Holders of Notes shall be deemed to be Holders, for such purposes, of the number of outstanding shares of Common Stock into which such Notes are convertible and (ii) Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers Purchaser or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

Appears in 1 contract

Samples: Registration Rights Agreement (Medimmune Inc /De)

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