BRH Securities definition

BRH Securities means all membership interests in BRH and any other equity securities of BRH (including all outstanding unexpired and unexercised options, warrants or other rights to acquire or receive any membership or other equity interest of BRH, or profits interests, profit participation or other similar rights with respect thereto, whether vested or unvested, if any).
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Examples of BRH Securities in a sentence

  • The approvals contemplated by Section 2.3(a) of the Seller Disclosure Schedule with respect to the BRH Securities Purchase shall have been obtained and all waiting periods contemplated thereby shall have expired.

  • On the terms and subject to the conditions of this Agreement, Parent agrees to purchase from Seller, and Seller agrees, as further consideration for Seller’s receipt of the Acquisition Consideration and the covenants and agreements herein, to sell, transfer, assign and deliver to Parent, the BRH Securities, free and clear of all Encumbrances.

  • No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Mergers, the BRH Securities Purchase or the RIM Securities Purchase based upon arrangements made by or on behalf of Parent, Merger Sub I or Merger Sub II.

  • Seller shall deliver to Parent the original certificate(s) or other documents, if any, representing the BRH Securities.

  • It is intended by the parties hereto that the BRH Securities Purchase, when viewed together with the RIM Securities Purchase, the Mergers and the Stock Sale, shall constitute a tax-free exchange under Section 351(a) of the Code.

  • The parties agree that any amounts released to Parent from the Escrow Fund pursuant to this ARTICLE 8 shall be treated as adjustments to the aggregate consideration paid or to be paid to Seller in connection with the Merger, BRH Securities Purchase and the RIM Securities Purchase for U.S. federal income tax purposes.

  • It is intended by the parties hereto that the RIM Securities Purchase, when viewed together with the BRH Securities Purchase, the Mergers and the Stock Sale, shall constitute a tax-free exchange under Section 351(a) of the Code.

  • No vote or other action of the stockholders of Parent is required by applicable law, the certificate of incorporation of Parent, the bylaws of Parent or otherwise in order for Parent, Merger Sub I and Merger Sub II to consummate the Mergers, the BRH Securities Purchase or the RIM Securities Purchase.

Related to BRH Securities

  • ETP Securities means the Series of ETP Securities to which these Conditions relates or, as the context may require, any or all securities issued by the Issuer under the Programme.

  • Lock-Up Securities shall have the meaning set forth in Section 4.1.

  • Series A Securities means the Company's 10.01% Series A Junior Subordinated Deferrable Interest Debentures due March 15, 2027, as authenticated and issued under this Indenture.

  • Securities as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

  • BofA Securities means BofA Securities, Inc.

  • Purchaser Securities means the Purchaser Shares, Purchaser Rights, Purchaser Units, Purchaser Warrants, collectively.

  • Exempt Securities has the meaning set forth in Section 4.4(d).

  • Offeror’s Securities means Voting Shares Beneficially Owned by an Offeror on the date of the Offer to Acquire;

  • Approved Securities means securities of any State Government or of the Central Government and such bonds, both the principal whereof and the interest whereon shall have been fully and unconditionally guaranteed by any such Government;

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • Investor Securities means the securities eligible for registration pursuant to the Registration Rights Agreement.

  • Exempted Securities means:

  • Refused Securities has the meaning ascribed to such term in Section 4.1(c)

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • relevant securities means Ordinary Shares and securities carrying conversion or subscription rights into Ordinary Shares;

  • Qualified Securities means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer’s auditor;

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefore;

  • Designated Securities means securities issued by an Insured, or by any Affiliated Entity, or by any Fund to which such Insured or any Affiliated Entity provides any services.

  • Permitted Securities means any of the following:

  • Related Securities means any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into Shares.

  • Liquid Securities means securities that are publicly traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market and as to which the Company or any Restricted Subsidiary is not subject to any restrictions on sale or transfer (including any volume restrictions under Rule 144 under the Securities Act or any other restrictions imposed by the Securities Act) or as to which a registration statement under the Securities Act covering the resale thereof is in effect for as long as the securities are held; provided that securities meeting the foregoing requirements shall be treated as Liquid Securities from the date of receipt thereof until and only until the earlier of (a) the date on which such securities are sold or exchanged for cash or Cash Equivalents and (b) 180 days following the date of receipt of such securities. If such securities are not sold or exchanged for cash or Cash Equivalents within 180 days of receipt thereof, for purposes of determining whether the transaction pursuant to which the Company or a Restricted Subsidiary received the securities was in compliance with Section 4.11, such securities shall be deemed not to have been Liquid Securities at any time.

  • Specified Securities means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

  • Covered Securities means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.