Covered Securities Clause Samples
The "Covered Securities" clause defines which securities are included under the scope of an agreement or regulation. Typically, this clause specifies the types of financial instruments—such as stocks, bonds, or derivatives—that are subject to the terms of the contract, and may reference specific issuers, classes, or regulatory definitions. By clearly identifying what constitutes a covered security, the clause ensures that all parties understand which assets are governed by the agreement, thereby reducing ambiguity and potential disputes over coverage.
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Covered Securities. 5.1 The Shareholder undertakes that neither it nor any of its affiliates will acquire any additional equity securities of the Target, whether through open market purchase, off-market or private acquisition or otherwise, from and after the date hereof without prior written consent of the Lead Investor.
5.2 The Shareholder undertakes that it will not, and will procure that none of its affiliates will, directly or indirectly, transfer, pledge, exchange or otherwise dispose of any equity securities of the Target held by it (including the Existing Securities (as defined below) and any equity securities of the Target acquired by it or its affiliates after the date hereof (including any equity securities of the Target acquired by the Shareholder or its affiliate through any share dividend, distribution or other similar transaction), collectively, the “Covered Securities”) or any voting right or power or economic interest therein, or enter into any agreement to effect such transfer, pledge, exchange or disposal, in each case without the prior written consent of the Lead Investor.
5.3 This Agreement, as well as the obligations hereunder, shall also bind upon any person who obtains the legal or beneficial ownership of any Covered Securities, whether by operation of law or otherwise, including the Shareholder’s successors or permitted transferees.
Covered Securities. TRANSACTIONS Mandatory written/electronic pre-clearance prior to the execution of any transaction involving a Covered Security. The CCO, or designee, may approve transactions. See Section 6 for exemptions.
Covered Securities. Any shares of capital stock or other equity securities of the Company that are issued to any Principal Stockholder, or that any Principal Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, after the date of this Agreement and prior to the valid termination, in accordance with Section 3.a, of this Section 2.a, whether pursuant to purchase, upon exercise, exchange or conversion of any and all options, rights or other securities, or through any other transaction (“New Shares”), shall automatically be subject to the terms and conditions of this Agreement to the same extent as if they comprised the Owned Shares as of the date hereof. Each Principal Stockholder shall promptly notify the Company and the Special Committee in writing of the number and class of New Shares acquired and describe such acquisition in reasonable detail (other than in the case of an issuance of New Shares to such Principal Stockholder by the Company). The Owned Shares and any New Shares with respect to any Principal Stockholder, but excluding any shares of capital stock or other equity securities of the Company Transferred to a third party transferee in a manner not prohibited under this Agreement, are referred to collectively in this Agreement as the “Covered Securities” of such Principal Stockholder. In the event of any stock split, reverse stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or similar transaction involving the capital stock of the Company affecting the Covered Securities, the terms of this Agreement shall apply to the resulting securities and the term “Covered Securities” shall be deemed to refer to and include such securities.
Covered Securities. On and after the date of any pledge by the Parent, the Borrower or any Parent Subsidiary of any Pledged Securities constituting "Covered Securities" under, and as such term is defined in, the Stockholders' Agreement, each of the Administrative Agent, the Syndication Agent, the Documentation Agent and each Bank hereby agrees to be bound by the provisions of Sections 2, 3 and 4 of the Stockholders' Agreement with respect to such Pledged Securities to the same extent, and with the same effect, as the Parent, the Borrower or such Parent Subsidiary, as the case may be.
Covered Securities. Except as otherwise provided herein, all of the provisions of this Agreement shall apply to the shares of Stock now or hereafter held by the Class A Stockholders, and the term "Stock" shall include, the Stock and all other shares of capital stock and rights, including warrants and options, to acquire shares of capital stock and all other equity securities now owned or which may be issued hereafter to the Class A Stockholders in consequence of any additional issuance, purchase, exchange or reclassification of shares, corporate reorganization, or any other form of recapitalization, consolidation, merger, share split, share dividend, or which are acquired by Stockholders in any other manner. For purposes of this Agreement, the term "Stock" shall include beneficial interests held by any beneficiary in any trust permitted to be a transferee hereunder.
Covered Securities. No Company Common Share is a “covered security” within the meaning of Section 6045(g) of the Code.
Covered Securities. Any (x)(i) Note, (ii) share of Preferred Stock, (iii) share of Class C Stock, (iv) share of Class B Stock or (v) share of Class A Stock, in each case held by Liberty IFE, CBN or any other party to this Agreement on the date hereof, (y) any Class B Stock issued upon conversion of any of the securities described in clauses (x)(i), (ii), (iii) and (v) above and (z) securities issued with respect to any securities referred to in either of clauses (x) or (y) above by way of a stock dividend or stock split or exchange in connection with a combination of shares, recapitalization, merger, adjustment or compromise of debt, consolidation or other reorganization or otherwise, including, without limitation, the shares of Common Stock to be issued to Liberty IFE pursuant to the Exchange Agreement.
Covered Securities. Notwithstanding Section 7(a) to the contrary, the Fund shall not provide for indemnification of an indemnified party for any liability or loss suffered by an indemnified party, nor shall the Fund provide that any of the indemnified parties be held harmless for any loss or liability suffered by the Fund, unless all of the following conditions are met:
Covered Securities. Any Company Securities owned by a Holder on or after the date of this Agreement shall have the benefit of and be subject to the terms and conditions of this Agreement.
Covered Securities. Securities Act, Section 18(b), Covered Securities, For purposes of this section, the following are covered securities: ...