Affiliate Shares definition

Affiliate Shares means any Shares held by the Adviser, a Director or any Affiliate thereof.

Affiliate Shares means the (a) shares of Common Stock, (b) options or warrants, and (c) shares of Common Stock issuable on exercise of such options and warrants owned beneficially (as determined under SEC Rule 13d-3) by the Affiliate Shareholders. For the avoidance of doubt, piggyback rights shall apply only to sales of registered securities for the Company’s own account pursuant to an underwritten transaction through a registered broker-dealer.

Affiliate Shares means the shares of Vaxcel Common Stock to be issued to the holders of Zynaxis Common Stock and Zynaxis Preferred Stock in accordance with Section 3.1 hereof who are "affiliates" of Zynaxis for purposes of Rule 145 under the 1933 Act as set forth in Section 8.13 of the Zynaxis Disclosure Memorandum.

Examples of Affiliate Shares in a sentence

• The Company or the Affiliate, as the case may be, may require or permit the Participant to satisfy the tax obligation, in whole or in part, (i) by causing the Company or Affiliate to withhold up to the maximum required number of Shares otherwise issuable to the Participant as may be necessary to satisfy such tax obligation or (ii) by delivering to the Company or Affiliate Shares already owned by the Participant.

• Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or an Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or an Affiliate to withhold Shares otherwise issuable to the Grantee or (ii) by delivering to the Company or an Affiliate Shares already owned by the Grantee.

• Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold Shares otherwise issuable to the Grantee or (ii) by delivering to the Company or the Affiliate Shares already owned by the Grantee.

• The Company or the Affiliate, as the case may be, may require or permit the Grantee to satisfy such obligations, in whole or in part, (A) by causing the Company or the Affiliate to withhold up to the maximum required number of Shares otherwise issuable to the Grantee as may be necessary to satisfy such withholding obligation or (B) by delivering to the Company or the Affiliate Shares already owned by the Grantee.

• Subject to the prior approval of the Board, the Participant may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold the minimum required number of Shares otherwise issuable to the Participant as may be necessary to satisfy such withholding obligation or (ii) by delivering to the Company or the Affiliate Shares already owned by the Participant.

More Definitions of Affiliate Shares

Affiliate Shares has the meaning ascribed to it in Section 4.3 hereof;

Affiliate Shares means the shares which are held by the Companies in their respective Affiliates;

Affiliate Shares means the lesser of (i) such number of shares of Common Stock, which were Capital Partners Shares, OTQ Shares or Capital Partners 100 Shares at any time prior to the Transfer thereof, which were Transferred in one or more transactions, among MHR and its Affiliates, and that are after the Transfer thereof directly beneficially owned by either MHR or any of its Affiliates (other than Capital Partners, OTQ or Capital Partners 100)(each an “Affiliate Transferee”), and (ii) all shares of Common Stock directly beneficially owned by such Affiliate Transferee at any time after the Transfer of such Capital Partners Shares, OTQ Shares or Capital Partners 100 Shares to such Affiliate Transferee. For avoidance of doubt, no shares of Common Stock shall be deemed to be Affiliate Shares unless and until such shares cease to be either Capital Partners Shares, OTQ Shares or Capital Partners 100 Shares. “beneficial owner” shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act.

Affiliate Shares means up to $2,000,000 of shares of Common Stock to be purchased by the Investor from Xxxxxx X. Xxxxx upon Xxxxx'x request as more fully set forth in the Stockholder Agreement and the 325,801 shares of Common Stock to be purchased by the Investor from Xxxxxxx X. Xxxxxx, pursuant to a letter agreement between the Investor and such person. "Alternative Transaction" means any (A) direct or indirect acquisition or purchase of any securities of, or other indirect equity interest in, the Company or any of its Subsidiaries (other than purchases by any Person or Group of equity securities on the open market in an amount less than 2.5% of the Common Stock, ordinary issuances of equity securities pursuant to any existing employee benefit plans and issuances of securities among the Company and its Wholly-Owned Subsidiaries), or (B) Business Combination, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries. "Alternative Transaction Fee" means $1.75 million. "Beneficially Own" with respect to any securities means having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act as in effect on the date hereof, except that a Person shall be deemed to Beneficially Own all such securities that such Person has the right to acquire whether such right is exercisable immediately or after the passage of time). The terms "Beneficial Ownership" and "Beneficial Owner" have correlative meanings. "Board of Directors" means the board of directors of the Company. "BT" means XX Xxxxxxxxxx, a division of BT Alex. Xxxxx Inc. "Business Combination" means a merger or consolidation in which the Company or any of its Subsidiaries is a constituent corporation and pursuant to which Voting Securities of the Company or any of its Subsidiaries are exchanged for cash, securities or other property, a recapitalization of the Company or any of its Subsidiaries involving a Control Transaction or a sale of all or substantially all of the assets of the Company or any of its Subsidiaries; provided that a transaction or series of transactions as a result of which the Beneficial Ownership of the Equity Securities of the Company or of the surviving entity of the transaction (or of the ultimate parent of the Company or of such surviving entity) immediately after the consummation of such transaction is the same (other than in respect of fractional shares or odd lots) as the Beneficial Ownership of the Company's Equity Sec...

Affiliate Shares shall have the meaning set forth in Section 5.

Affiliate Shares means any Shares owned by an executive officer or director of Parent (including Xxxxxxxx X. Xxxxx) or by an affiliate of Xxxxxxxx X. Xxxxx or by a member of the Immediate Family (as defined in NASD Rule IM-2110-1(l)(3)) of any of the foregoing.

Affiliate Shares has the meaning set forth in the preamble.