Examples of Initial Investor Shares in a sentence
No Investor shall be entitled to purchase shares pursuant to the right of first offer, (i) at any time that it collectively owns Investor Shares representing less than 5% of the Initial Investor Shares held by such Investor, (ii) in connection with any Company Sale that is a merger, consolidation, business combination or similar transaction involving the sale of all or substantially all of the entire Parent and (iii) in connection with a drag-along sale described below.
At any time and from time to time on or after the Second Release Date, the holders of a majority in interest of the Initial Investor Shares may request a Demand Registration for all or part of their Registrable Securities.
The Company shall deliver evidence from the Company’s transfer agent of the issuance to the Investor of the Initial Investor Shares (in book entry form) on and as of the Initial Closing Date, as promptly as practicable after the Closing Date (and in any case, no later than the Business Day after the Initial Closing Date).
For purposes hereof, it shall be assumed that any Transfer by TPG pursuant to Section 4.4 shall be a Transfer of Initial Investor Shares and that any other Transfers by TPG (other than to a Permitted Transferee) are on a last-in-first-out basis (i.e., that any such Transfer is of Investor Shares not acquired on the Closing Date to the extent it owns such shares).
From time to time after the Initial Public Offering, (a) during all such times as the Investors hold at least twenty-five percent (25%) of the Initial Investor Shares, the Majority Investors or (b) at all other times, the Majority Stockholders, may determine to require the Stockholders to make reasonable efforts to coordinate their efforts to Transfer Shares pursuant to Rule 144 (“144 Coordination”) or to discontinue such requirement.
Thereafter, the Majority Investors (or, if at a time when the Investors no longer hold at least twenty-five percent (25%) of the Initial Investor Shares, the Majority Stockholders) may reinstitute and discontinue 144 Coordination from time to time by providing notice to each Stockholder.
Pursuant to Section 2.10 of the Registration Rights Agreement, the Trust shall, upon request by TPG, grant its written consent to TPG and the Company in connection with TPG’s request to exercise its “piggyback registration rights” with respect to the Initial Investor Shares and the Settlement Shares, in accordance with the procedures set forth in Section 2.2 of the Registration Rights Agreement, as assigned to TPG pursuant to Section 5.1.
CHAPTER 5 – REMOVAL AND CUSTODY PROCEDURES AND PROCEEDINGS 5-101 REMOVAL AND CUSTODY.
Each certificate representing Initial Investor Shares shall also have the following legend endorsed conspicuously thereupon: The shares of stock represented by this certificate were originally issued to, or issued with respect to shares originally issued to, an Initial Investor (as such term is used in such Master Equityholders Agreement).
Except as otherwise expressly provided herein, no Stockholder party hereto may assign any of his, her or its respective rights or delegate any of his, her or its respective obligations under this Agreement without the prior written consent of the Company and, at such times as the Investors own Shares in an amount equal to at least 25% of the Initial Investor Shares, the Majority Investors, and any attempted assignment or delegation in violation of the foregoing shall be null and void.