Common use of Treatment of Excess Securities Clause in Contracts

Treatment of Excess Securities. (a) No Agent, employee or other agent of the Company shall record any Prohibited Conversion, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) of such Prohibited Conversion (the “Converting Holder”) shall not be recognized as a shareholder of the Company for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which are the subject of the Prohibited Conversion (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder shall not be entitled with respect to such Excess Securities to any rights of shareholders of the Company, including without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other Corporation Securities shall cease to be Excess Securities.

Appears in 3 contracts

Samples: Indenture (Leucadia National Corp), Indenture (Leucadia National Corp), Leucadia National Corp

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Treatment of Excess Securities. (ai) No Agentofficer, director, employee or other agent of the Company Corporation shall record any Prohibited ConversionTransfer, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) transferee of such a Prohibited Conversion Transfer (the “Converting Holder”"Purported Transferee") shall not be recognized as a shareholder stockholder of the Company Corporation for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which that are the subject of the Prohibited Conversion Transfer (the "Excess Securities"). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder Purported Transferee shall not be entitled to any rights as a stockholder of the Corporation with respect to such Excess Securities to any rights of shareholders of the CompanySecurities, including including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other the Corporation Securities shall cease to be Excess Securities.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Great Lakes Bancorp Inc), Agreement and Plan of Merger (Bay View Capital Corp)

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Treatment of Excess Securities. (a) No Agent, employee or other agent of the Company shall record any Prohibited Conversion, and the purported converting Holder (and any such Person in whose name the converting Holder directs the Common Shares or other Corporation Securities issued upon such Prohibited Conversion to be registered) of such Prohibited Conversion (the "Converting Holder") shall not be recognized as a shareholder of the Company for any purpose whatsoever in respect of the Common Shares or other Corporation Securities which are the subject of the Prohibited Conversion (the "Excess Securities"). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Converting Holder shall not be entitled with respect to such Excess Securities to any rights of shareholders of the Company, including without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. Once the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, such Common Shares or other Corporation Securities shall cease to be Excess Securities.

Appears in 1 contract

Samples: Leucadia National Corp

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