Distribution of the Company Voting Securities Sample Clauses

Distribution of the Company Voting Securities. (a) Each Investor hereby agrees that (subject to the last sentence of this Section 7.04(a)), (i) prior to the first anniversary of the Initial Closing 26 31 Date, neither such Investor nor any of its affiliates shall, directly or indirectly, Transfer any Company Voting Security to any person, (ii) during the period commencing on the first anniversary of the Initial Closing Date until the second anniversary thereof, neither such Investor nor any of its affiliates shall, directly or indirectly, Transfer any Company Voting Security to any person, except as permitted under applicable securities laws and (except for Transfers pursuant to Rule 144 under the Securities Act) with the Prior Approval of the Approval Body (which approval will not be unreasonably withheld) (and any permitted transferee of such Transfer (except Transfers pursuant to Rule 144 under the Securities Act) shall agree to be bound by the provisions in this subsection, and (iii) on and after the second anniversary of the Initial Closing Date, such Investor shall be entitled to Transfer any Company Voting Security to any person, subject solely to any applicable securities law restrictions. In addition to the foregoing Transfer provisions, during the Limitation Period, neither an Investor nor any of its affiliates shall, directly or indirectly, Transfer any Company Voting Security in a transaction that would result in a Transfer to any person or group that, to the knowledge of such Investor, upon consummation of such Transfer, would, directly or indirectly, have beneficial ownership of or the right to acquire beneficial ownership of such number of Company Voting Securities as represent greater than 7.5% of the Combined Voting Power, except in response to a Qualifying Offer (as defined in Section 7.04(b)(i)) or to a Qualified Buyer (as defined in Section 7.04(b)(ii)) or pursuant to an underwritten public offering or pursuant to Rule 144 under the Securities Act. (b) Notwithstanding Section 7.04(a), (i) on and after the eleventh business day after commencement of a tender or exchange offer made by a person who is not an affiliate of an Investor for outstanding Company Voting Securities, such Investor may tender or exchange any Company Voting Securities beneficially owned by it pursuant to such offer if such offer shall have received the Prior Approval of the Independent Committee (or the Independent Committee shall not have made a recommendation to reject such offer) (a "Qualifying Offer"), and/or...
Sample 1
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Distribution of the Company Voting Securities. (a) Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, no member of the Xxxx Group shall, directly or indirectly, sell, transfer any beneficial interest in, pledge, hypothecate or otherwise dispose of any Company Voting Security other than to another member of the Xxxx Group prior to June 30, 2002, in a transaction that would result in a transfer to any person or group that, to the knowledge of the Xxxx Group, upon consummation of such sale, transfer or disposition, would, directly or indirectly, have beneficial ownership of or the right to acquire beneficial ownership of such number of Company Voting Securities as represent greater than 5.0% of the Combined Voting Power, except in response to certain tender or exchange offers as permitted by Section 3.2(b).
Sample 1
Distribution of the Company Voting Securities. (a) Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, no member of the Zell Xxxup shall, directly or indirectly, sell, transfer any beneficial interest in, or otherwise dispose of any Company Voting Security other than to another member of the Zell Xxxup prior to June 30, 2002, in a transaction that would result in a transfer to any person or group that, to the knowledge of the Zell Xxxup, upon consummation of such sale, transfer or disposition, would, directly or indirectly, have beneficial ownership of or the right to acquire beneficial ownership of such number of Company Voting Securities as represent greater than 5.0% of the Combined Voting Power, except in response to certain tender or exchange offers as permitted by Section 3.2(b); provided, however, that, notwithstanding anything to the contrary in this Agreement, any member of the Zell Xxxup shall be entitled to pledge or hypothecate any number of Company Voting Securities to any bank or other financial institution in connection with a bona fide financing transaction involving any member of the Zell Xxxup or their affiliates, and neither such pledge or hypothecation, nor any exercise of rights or remedies pursuant thereto, shall be subject to any of the provisions of this Agreement, and upon any realization of such pledge or hypothecation, the pledgee shall take such Company Voting Securities free and clear of this Agreement.
Sample 1
Distribution of the Company Voting Securities in response to certain tender or exchange offers as permitted by Section 3.2(b).
Sample 1

Related to Distribution of the Company Voting Securities

  • Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Distribution and Voting Rights The Trustee shall have all voting rights and rights to distributions with respect to Shares held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Delaware law, effective as of the date that the Shares have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIII, until the Company has received notification that Shares have been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.

  • Preferred Stock Record Date Each person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

  • Required Vote of the Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and the transactions contemplated hereby, including the Mergers.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Holding Securities The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

  • Voting and Distributions (i) So long as no Event of Default shall have occurred and be continuing:

  • ATTRIBUTION OF CLASS C SHARES Class C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

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