Holder Shares definition

Holder Shares means the Shares of which the Holder is the registered and beneficial owner as set forth on Schedule A hereto;

Holder Shares means, with respect to the Holders or their respective Permitted Transferees, (A) the shares of Common Stock received pursuant to the Merger Agreement; (B) any outstanding share of Common Stock or any other equity security of the Company (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) received in connection with the transactions contemplated by the Merger Agreement (other than any shares of Common Stock or any other equity security issued or issuable in respect of the PIPE Investors Subscription Agreement); and (C) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization.

Holder Shares means the shares of Parent Common Stock acquired by Ceridian pursuant to the transactions contemplated by the Merger Agreement (including any shares of Parent Common Stock held in escrow under the Escrow Agreement), whether subject to transfer or other restrictions, including any securities issued or issuable in respect of such shares of Parent Common Stock as a result of conversion, exchange, recapitalization, reorganization, replacement, stock dividend, stock split or other distribution.

Examples of Holder Shares in a sentence

• In the event that subsequent to the date of this Agreement any shares or other securities are issued on, or in exchange for, any of the Key Holder Shares or Investor Shares by reason of any stock dividend, stock split, combination of shares, reclassification or the like, such shares or securities shall be deemed to be Key Holder Shares or Investor Shares, as the case may be, for purposes of this Agreement.

• The provisions of this Agreement shall be binding upon the successors in interest to any of the Key Holder Shares or Investor Shares.

• The Shareholder is, and will be at the Effective Date, the beneficial owner of the Holder Shares with good and marketable title thereto free and clear of any and all Liens.

• Other than the Holder Shares, the Shareholder does not own of record or beneficially, or exercise control or direction over, or hold any right to acquire, any securities of Phivida.

• Other than pursuant to this Agreement, none of the Holder Shares is subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind.

More Definitions of Holder Shares

Holder Shares means (i) the shares of issued and outstanding capital stock of ANFI held of record or beneficially owned by a Holder and (ii) additional shares of capital stock of ANFI acquired of record or beneficially owned by a Holder subsequent to the date of this Agreement and prior to the time of the ANFI Shareholders Meeting.

Holder Shares means the MDB Shares and the Medivation Shares.

Holder Shares shall have the meaning set forth in the Preamble.

Holder Shares has the meaning assigned to it in Section 5 hereof.

Holder Shares shall have the meaning assigned in Section 2.4.

Holder Shares shall equal the quotient of (x) the Aggregate Holder Spread divided by (y)

Holder Shares shall (i) have the meaning set forth in Recital E above and (ii) also include all shares issued by the Company on or in respect of the shares referred to in the preceding clause (i) including, without limitation, by way of dividend, subdivision, combination, reclassification, recapitalization, reorganization or otherwise.