Covered Shares definition

Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.
Covered Shares means the Owned Shares and Additional Owned Shares.
Covered Shares means the Existing Shares and any Additional Shares.

Examples of Covered Shares in a sentence

  • The Stockholder hereby irrevocably appoints the Company, and any designee of the Company, as the Stockholder’s attorney-in-fact and proxy (the “Proxy”), with full power of substitution, to vote all Covered Shares beneficially owned by the Stockholder at any Shareholder Meeting, and in any action by written consent of the shareholders of the Company, in accordance with Section 2.2 of this Voting Agreement.

  • The Stockholder shall promptly notify the Company in writing of any additional shares of common stock of the Company acquired by the Stockholder after the date hereof, which shares shall automatically become Covered Shares subject to the terms and conditions of this Voting Agreement.

  • Upon the issuance of the Securities pursuant to the Purchase Agreement, the Stockholder will be the sole beneficial owner of the Covered Shares, free and clear of all Encumbrances (as defined in the Purchase Agreement), other than restrictions arising under applicable securities laws, the Lock-Up Period (as defined in the Purchase Agreement), the Lock-Up Agreement (as defined in the Purchase Agreement), and the terms of this Voting Agreement.

  • The Stockholder hereby revokes any and all prior proxies granted by the Stockholder with respect to the Covered Shares that are inconsistent with this Voting Agreement.

  • In the event that the Board does not make a recommendation with respect to any matter submitted to a vote of shareholders, the Stockholder shall vote (or cause to be voted) the Covered Shares in proportion to the votes cast by all other shares of the Company’s common stock that are present and voting on such matter (a “mirror vote”).


More Definitions of Covered Shares

Covered Shares means the shares of Common Stock subject to the Option.
Covered Shares means all of the Existing Shares and any Additional Shares.
Covered Shares has the meaning set forth in Section 3.1.
Covered Shares means any shares acquired by a Participant pursuant to an Award granted under this Plan, net of taxes and transaction costs. For these purposes, “taxes and transaction costs” include, without limitation: (i) shares retained by the Company to satisfy tax withholding requirements attributable to Awards, and (ii) any taxes payable by the Participant related to Awards that are in excess of the amounts withheld in accordance with clause “(i).”
Covered Shares means the number of Shares subject to the Option set forth as the "Covered Shares" on page 1 of this Agreement.
Covered Shares means, with respect to a Stockholder, the specified Stockholder’s Existing Shares (subject to any Permitted Transfer by such Stockholder of all or a portion of such Existing Shares), together with any shares of Parent Common Stock or other capital stock of Parent and any shares of Parent Common Stock or other capital stock of Parent issuable upon the conversion, exercise or exchange of securities that are as of the relevant date securities convertible into or exercisable or exchangeable for shares of Parent Common Stock or other capital stock of Parent, in each case that such specified Stockholder has or acquires Beneficial Ownership of on or after the date hereof.
Covered Shares means the Shares subject to the Option.