Included Shares definition

Included Shares means any Registrable Shares included in a Registration.
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Included Shares shall have the meaning set forth in Section 2.1(a).
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Included Shares means a number of Option Shares held by a Shareholder equal to the product of (i) the number of Option Shares which Grantee is entitled to purchase from such Shareholder pursuant to the terms of this Agreement, multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock which the Shareholder and its Affiliates propose to dispose of in such transaction or transactions, and the denominator of which is all shares of Common Stock owned beneficially or of record by such Shareholder and its Affiliates at such time determined on a fully-diluted basis in accordance with generally accepted accounting principles.
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Examples of Included Shares in a sentence

  • The Company will pay all costs and expenses of such registration other than underwriting discounts or brokerage fees or commissions in connection with the sale of the Included Shares and fees and costs of accountants, attorneys or others retained by Holder.

  • No member of the Speese Group or its Permitted Transferees shall Transfer its respective pecuniary interests in any of the Speese Included Shares to any party other than a Permitted Transferee of the Speese Group, except that during any twelve-month period the Speese Group and its Permitted Transferees shall be entitled to Transfer up to 300,000 Shares in aggregate through sales pursuant to Rule 144 under the Securities Act, or otherwise.

  • Members of the Mujin contribute funds and can win the pot by drawing or by bidding.

  • Each such request by such other Selling Holders shall specify the number of Included Shares proposed to be sold and the intended method of disposition thereof.

  • In the event that the number so determined includes a fraction which is greater than .50, the Stockholder's Included Shares shall be the next larger whole integer and in the event that the number so determined includes a fraction which is equal to or less than .50, the Stockholder's Included Shares shall be the next smaller whole integer.

  • Consummation of the sale of the Section 9.1 Shares by Apollo to a Non-Qualified Transferee shall be conditioned upon consummation of the sale by Foods to such Non-Qualified Transferee of the Included Shares, if any.

  • The number of the Stockholder's Included Shares would be 1,350, which is 1,500 times 450,000/500,000.

  • The Stockholder's Included Shares shall be determined by multiplying the number of Shares owned by the Executive on the date that the Sale of Control Notice is mailed by a fraction, the numerator of which is the number of shares of the Common Stock which the proposed purchaser desires to purchase and the denominator of which is the total number of shares of the Common Stock which are outstanding on the date that the Sale of Control Notice is mailed.

  • The Executive shall have the option, exercisable in writing within ten (10) calendar days of the mailing of the Sale of Control Notice, to require the Majority Stockholder to include in such proposed sale the number of Shares (the "Stockholder's Included Shares") which is calculated in the manner specified in the following sentence.

  • If the Company decides not to, and does not, file a registration statement with respect to such registration, or after filing determines to withdraw the same before the effective date thereof, the Company will promptly so inform Holder, and the Company will not be obligated to complete the registration of the Included Shares included therein.


More Definitions of Included Shares

Included Shares shall have the meaning set forth in Section2.1(a). --------------- "indemnified party" shall have the meaning set forth in Section 4(c). ----------------- "indemnifying party" shall have the meaning set forth in Section 4(c). ------------------ "Initial Purchaser" shall have the meaning set forth in the preamble. ----------------- "Legal Holiday" shall mean a Saturday, a Sunday or a day on which ------------- banking institutions in New York, New York are required by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday, payment may be made on the next succeeding day that is not a Legal Holiday. "Person" shall mean an individual, corporation, partnership, joint ------ venture, association, joint stock company, trust, unincorporated organization, or other legal entity. "Piggy-Back Registration" shall have the meaning set forth in Section ----------------------- 2.2. "Preferred Stock" shall have the meaning set forth in the preamble. --------------- "Prospectus" means a prospectus which meets the requirements of ---------- Section10 of the Securities Act. "Purchase Agreement" shall have the meaning set forth in the preamble. ------------------ "Purchase Election" shall have the meaning set forth in Section ----------------- 2.1(b). "Purchase Offer" shall have the meaning set forth in Section 2.1(b). -------------- "Purchase Offer Payment Date" shall have the meaning set forth in --------------------------- Section 2.1(b). "Registrable Securities" shall mean the shares of Common Stock ---------------------- issuable upon exercise of the Warrants. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i)a Registration Statement with respect to such securities shall
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Included Shares means, with respect to any Registration, all of the Designated Shares requested for inclusion in such Registration or, in the case of a Registration in connection with an Underwritten Offering, any lesser number of shares to which such Registration may be limited pursuant to Sec tion 2.1(h).
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Included Shares means any Registrable Shares included in a Registration Statement pursuant to this Agreement.
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Related to Included Shares

  • Excluded Shares means the (a) Common Shares owned by Parent, Merger Sub or any other Wholly Owned Subsidiary of Parent, the Company or any Wholly Owned Subsidiary of the Company, and in each case not held on behalf of third parties, and (b) Dissenting Shares.

  • Company Shares means the common shares in the capital of the Company;

  • Excluded Stock means:

  • Converted Shares means the Subject Equity Shares resulting from the conversion of Restricted Voting Shares into the Subject Equity Shares pursuant to subparagraph (ii);

  • Cancelled Shares has the meaning set forth in Section 3.1(a).

  • Stockholder Shares means any Common Stock owned by a Stockholder on the date of the closing of the Transactions or hereafter, together with any equity securities issued or issuable directly or indirectly with respect to such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

  • Company Preferred Shares means, collectively, the Company Series A-1 Preferred Shares, the Company Series A-2 Preferred Shares, the Company Series B Preferred Shares, and the Company Undesignated Preferred Shares.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • 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.

  • Retained Shares has the meaning set forth in the recitals.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Controlled Shares in reference to any person means all shares of the Company directly, indirectly or constructively owned by such person as determined pursuant to Section 958 of the Code.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Owned Shares means the Company Common Shares Beneficially Owned by the Shareholder as of the applicable record date (including any Company Common Shares that the Shareholder may acquire after the date hereof) for which the Shareholder has sole voting power.

  • Common Shares means the common shares in the capital of the Corporation;

  • Specified Shares means all or, as the case may be, some of the shares specified in a disclosure notice;

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Additional Shares shall have the meaning specified in Section 14.03(a).

  • Excluded Securities means, provided such security is issued at a price which is greater than or equal to the arithmetic average of the Closing Bid Prices of the Common Stock for the ten (10) consecutive trading days immediately preceding the date of issuance, any of the following: (a) any issuance by the Company of securities in connection with a strategic partnership or a joint venture (the primary purpose of which is not to raise equity capital), (b) any issuance by the Company of securities as consideration for a merger or consolidation or the acquisition of a business, product, license, or other assets of another person or entity and (c) options to purchase shares of Common Stock, provided (I) such options are issued after the date of this Warrant to employees of the Company within thirty (30) days of such employee's starting his employment with the Company, and (II) the exercise price of such options is not less than the Closing Bid Price of the Common Stock on the date of issuance of such option.

  • Excluded Stock and Stock Equivalents means (i) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Stock and Stock Equivalents of any Foreign Subsidiary or any Domestic Subsidiary substantially all of the assets of which consist of Stock or Stock Equivalents of Foreign Subsidiaries to secure the Obligations, any Stock or Stock Equivalents of any class of such Foreign Subsidiary or such Domestic Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon any Change in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (iii) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (iv) in the case of (A) any Stock or Stock Equivalents of any Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien permitted by Section 10.2(h) or (B) any Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (1) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (2) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (2) shall not apply if (x) such other party is a Credit Party or wholly-owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (3) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (v) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Borrower.

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.