DEMAND OFFERING SECURITIES definition

DEMAND OFFERING SECURITIES means the Shares held by DIHC and PGGM or any subsequent Holder to whom this Agreement has, or rights to cause the Company to register Shares in accordance with Section 3 have, been assigned pursuant to Section 9, excluding (I) Shares that have been disposed of under the Shelf Registration Statement or any other effective registration statement, (II) Shares sold or otherwise transferred pursuant to Rule 144 under the Securities Act, and (III) those Shares held by any single Holder if such Holder holds less than 1% of the issued and outstanding shares of Common Stock and all of such Shares are eligible for sale pursuant to Rule 144 under the Securities Act and all of such Holder's Shares could be sold by such Holder in a single transaction under Rule 144 under the Securities Act.
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Related to DEMAND OFFERING SECURITIES

  • Qualifying Securities means securities issued by the Issuer that:

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Registrable Shares means the Common Stock owned by the Holders, whether owned on the date hereof or acquired hereafter; provided, however, that shares of Common Stock that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Shares.

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Controlling Securities means (i) the Class A Notes so long as the Class A Notes are outstanding, (ii) after the Class A Notes are no longer outstanding, the Class B Notes so long as the Class B Notes are outstanding and (iii) after the Class B Notes are no longer outstanding, the Class C Notes so long as the Class C Notes are outstanding.

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

  • Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).

  • Initial Registrable Securities means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • APM Qualifying Securities means, with respect to an Alternative Payment Mechanism, any Debt Exchangeable for Preferred Equity or any Mandatory Trigger Provision, one or more of the following (as designated in the transaction documents for any Qualifying Capital Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision or for any Debt Exchangeable for Preferred Equity, as applicable):

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Existing Securities means, collectively, the Equity Securities and the Debt Securities.

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

  • Insider Shares means all shares of Common Stock of the Company owned by an Insider immediately prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.

  • Registrable Stock means (i) any shares of Common Stock issued or issuable upon the conversion of any of the Shares (ii) any Common Stock issued by way of a stock split, reorganization, merger or consolidation, and (iii) any Common Stock issued as a dividend on the Shares. For purposes of this Agreement, any Registrable Stock shall cease to be Registrable Stock when (v) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (w) such Registrable Stock is sold pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act, (x) such Registrable Stock is eligible to be sold pursuant to Rule 144(k) under the 1933 Act, (y) such Registrable Stock has been otherwise transferred, no stop transfer order affecting such stock is in effect and the Company has delivered new certificates or other evidences of ownership for such Registrable Stock not bearing any legend indicating that such shares have not been registered under the 1933 Act, or (z) such Registrable Stock is sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned.

  • Lock-Up Securities has the meaning assigned to such term in Section 3.5.

  • Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.