Catch-Up Right definition

Catch-Up Right shall have the meaning given in subsection 2.01(d)(iii).
View Source
Catch-Up Right means the non-exclusive right to make the Program available (i) to “Delivery Method” any method or process of transmission, currently existing, whether
View Source
Catch-Up Right has the meaning ascribed to it under Clause 8.7.2;
View Source

Examples of Catch-Up Right in a sentence

  • Notwithstanding the foregoing, the Preemptive Right and Catch-Up Right set forth herein are nonassignable, except that (i) such rights are assignable by the Purchaser to any wholly owned subsidiary or parent of, or to any corporation, entity or other person that is, within the meaning of the 1933 Act, controlling, controlled by or under common control with, the Purchaser, and (ii) such rights are assignable in connection with any transfer of Series A Convertible Preferred Stock by the Purchaser.

  • The Purchaser may exercise the Catch-Up Right as to all or less than all of said additional shares of Common Stock.

  • If at any time during which this Catch-Up Right is exercisable according to its terms there is no effective registration statement on file with the Securities and Exchange Commission covering the shares of Common Stock then issuable hereunder, the offer and sale of the shares of Common Stock issuable upon the exercise of the Catch-Up Right to Purchaser must be exempt from the registration requirements of the 1933 Act, and such state securities laws as shall be applicable.

  • The Company shall also notify the Purchaser of any subsequent changes in the number of additional shares of Common Stock issuable upon exercise of the Catch-Up Right due to the issue or redemption of capital stock between the date of the Company's initial notice and the date the additional shares of Common Stock are issued to the Purchaser hereunder.

  • The Purchaser shall have ninety (90) days after the effective date of the Company's initial notice in which to exercise the Catch-Up Right by delivering to the Company the Exercise Agreement attached hereto as EXHIBIT A, duly completed and executed by the Purchaser, and payment of the Purchase Price, which shall be made at the option of the Purchaser by wire transfer of immediately available funds to an account designated by the Company.

  • For the purpose of determining the number of additional shares of Common Stock issuable upon exercise of the Catch-Up Right, the Purchaser shall be deemed to be the record holder of all 3,244,500 Shares issuable to the Purchaser pursuant to the Purchase Agreement (regardless of whether said Shares are held of record by the Purchaser, redeemed by the Company, or transferred to another shareholder).

  • Of the authorized shares of Common Stock, 3,244,500 shares are reserved for issuance upon conversion of the Series A Convertible Preferred Stock, 2,200,000 shares are reserved for issuance upon the exercise of outstanding options and warrants to purchase Common Stock pursuant to the Corporation's Employee Benefit Plans, and no shares are reserved for issuance upon the exercise of the Purchaser's Catch-Up Right, as defined in Section 4 of the Shareholder's Agreement.

  • The Purchaser's Preemptive Rights set forth in SECTION 3 and Catch-Up Right set forth in SECTION 4 shall not be exercisable unless and until the Purchaser has made the Full Investment (which for all purposes under this Agreement shall be deemed to have occurred as of the date the Purchaser tenders payment of the purchase price for all 3,244,500 Shares issuable pursuant to the Purchase Agreement).

  • The Company covenants and agrees that all shares of Common Stock which may be issued upon the exercise of this Catch-Up Right will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof.

  • The Company covenants and agrees that during the period within which this Catch-Up Right may be exercised, the Company will at all times use its reasonable efforts to have authorized and reserved, for the purpose of issue upon exercise of this Catch-Up Right, a sufficient number of shares of authorized but unissued Common Stock when and as required to provide for the exercise in full of this Catch-Up Right.

Related to Catch-Up Right

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • Catch-Up Contribution means an Elective Deferral made to the Plan by a Catch-Up Eligible Participant that, during any taxable year of such Participant, exceeds one of the following:

  • Cumulative Net Realized Tax Benefit for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

  • Maximum Potential Additional Dividend Liability, as of any Valuation Date, means the aggregate amount of Additional Dividends that would be due if the Corporation were to make Retroactive Taxable Allocations, with respect to any fiscal year, estimated based upon dividends paid and the amount of undistributed realized net capital gains and other taxable income earned by the Corporation, as of the end of the calendar month immediately preceding such Valuation Date and assuming such Additional Dividends are fully taxable.

  • Start-up period has the meaning as defined in the relevant Supplemental Agreement.