Manager Securities definition

Manager Securities means (i) Shares of Holdings at any time held by the Managing Member, and (ii) shares of Company Stock or Registrable Securities issued or issuable with respect to the securities referred to in clause (i) above by way of a dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, including after such time as Holdings has been merged with or otherwise converted into a corporation. As to any particular Manager Securities, such securities shall cease to be Manager Securities when they have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), or repurchased by Holdings, the Company or any subsidiary thereof.
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Manager Securities. As of any date of determination, (a) all Securities held on such date by (i) the Collateral Manager, (ii) any Affiliate of the Collateral Manager, or (iii) any account, fund, client or portfolio managed or advised on a discretionary basis by the Collateral Manager or any of its Affiliates and (b) all Securities as to which economic exposure is held on such date (whether through any derivative financial transaction or otherwise) by any Person identified in the foregoing clause (a).The meaning specified in the Collateral Management Agreement.
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Manager Securities means (i) all securities of the Company (including Shares) acquired by Manager from time to time by any means whatsoever, including pursuant to this Agreement or any Share Equivalent, and (ii) securities issued or issuable (directly or indirectly) with respect to the securities referred to in clause (i) above, including in connection with a split, dividend, recapitalization, merger, consolidation or exchange. Manager Securities shall continue to be Securities in the hands of any holder other than Manager (other than the Company, its Subsidiaries or the Fund and except for transferees in a Public Sale or a Sale of the Company), and, except as otherwise provided in this Agreement, each such other holder shall succeed to all rights and obligations attributable to Manager hereunder. For purposes of this Agreement, any security of the Company (including Manager Securities) shall (x) upon being purchased by the Company, be treated as no longer issued, outstanding or existing, and (y) upon being sold by the Company, be treated as being then issued for the first time.
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Examples of Manager Securities in a sentence

  • No compensation payable to such successor Collateral Manager shall be greater than such components of the Management Fee without the prior written consent of 100% of the Holders of each Class of Securities, including Collateral Manager Securities.

  • Manager Securities Purchase Agreement dated as of February 28, 1997 by and between GCIH, Inc.

  • This Agreement may be terminated, and the Collateral Manager may be removed for Cause (as defined below) upon 30 Business Days’ prior written notice by the Issuer (a “Termination Notice”) at the direction of either (i) a Majority of the Controlling Class or (ii) a Majority of the Preferred Shares; provided that Collateral Manager Securities shall be disregarded and have no voting rights with respect to any vote in respect of removal of the Collateral Manager for Cause.

  • Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile (▇▇▇) ▇▇▇-▇▇▇▇ If to the Custodian: ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Manager, Securities Department Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, or such other address as the Trust or the Custodian may have designated in writing to the other.

  • In order to exercise this option, the Company must give written notice to Manager no later than 90 days after the later to occur of the date on which employment ends or, in the case of Manager Securities issued pursuant to the exercise of Share Equivalents after the employment ends, the date on which such Manager Securities are issued.

  • Grifo ▇▇▇▇▇▇▇▇▇: 513.362.8292 ▇▇▇▇▇▇▇▇▇ 513.362.8319 If to the Custodian: Brown Brothers Harriman & Co. ▇▇ ▇▇▇▇r Street ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: Manager, Securities Department Telephone: (617) 772-1818 ▇▇▇▇▇▇▇▇▇: (617) 772-2263, or such o▇▇▇▇ ▇▇▇▇▇▇▇ ▇s the Fund or the Custodian may have designated in writing to the other.

  • Holders of a majority of the Manager Securities shall be entitled to request (i) three (3) Long-Form Registrations of Registrable Securities in which the Registrant shall pay all Registration Expenses ("Covered Long-Form Registrations") and (ii) unlimited Long-Form Registrations in which the holders of the Registrant's Registrable Securities shall pay their share of the Registration Expenses as set forth in paragraph 6 hereof.

  • The notice must specify a Closing date that is a business day not later than 90 days after Manager’s employment ends or, in the case of Manager Securities issued pursuant to the exercise of Share Equivalents after the employment ends, the date on which such Manager Securities are issued.

  • This Agreement may be terminated, and the Portfolio Manager may be removed for cause (as defined below) by the Issuer, at any time upon the vote of either (a) Supermajorities of every class of Notes voting as separate Classes or (b) the Issuer; provided, that, (x) in each case, Portfolio Manager Securities shall be excluded from the numerator and denominator of any such vote in calculating such Supermajority and (y) if directed by the Issuer, such direction may be withdrawn by the Issuer.

  • All notices of routine payment, on or in respect of the Notes and written confirmation of each such payment and any audit confirmation to: Sun Life Assurance Company of Canada One Sun Life Park W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Manager, Securities Operations, SC #1395 All other notices and communications, including notices of non-routine payments, to be addressed as first provided above.