Shares Beneficially Owned definition

Shares Beneficially Owned shares of Company common Stock ________ shares of Company Common Stock issuable upon the exercise of outstanding Company Stock Options [COMPANY VOTING AGREEMENT] EXHIBIT A --------- IRREVOCABLE PROXY The undersigned stockholder of Remedy Corporation, a Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent permitted by law) ------- appoints the members of the Board of Directors of Peregrine Systems, Inc., a Delaware corporation ("Parent"), and each of them, as the sole and exclusive ------ attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the "Shares") in accordance with the terms of this ------ Irrevocable Proxy. The Shares beneficially owned by the undersigned stockholder of the Company as of the date of this Irrevocable Proxy are listed on the final page of this Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date (as defined below).
Sample 1
Shares Beneficially Owned. Name: Class A Common Stock: _________________________ Class B Common Stock: _________________________ Company Preferred Stock: _______________________ % of Total Issued and Outstanding Shares: Address: Class A Common Stock: % _________________________ Class B Common Stock: % _________________________ Company Preferred Stock: % ______________________ AGGREGATE NO. OF SHARES BENEFICIALLY OWNED BY THE STOCKHOLDERS: CLASS A COMMON STOCK: __________________ CLASS B COMMON STOCK: __________________ COMPANY PREFERRED STOCK: __________________ AGGREGATE PERCENTAGE OF TOTAL ISSUED AND OUTSTANDING REPRESENTED BY THE STOCKHOLDERS: CLASS A COMMON STOCK: % __________________ CLASS B COMMON STOCK: % __________________ COMPANY PREFERRED STOCK: % __________________
Sample 1
Shares Beneficially Owned. [see Exhibit A] STOCKHOLDER: -------------------------------------------------- [See Exhibit A] EXHIBIT A Name Shares Beneficially Owned ---- -------------------------
Sample 1

Examples of Shares Beneficially Owned in a sentence

  • Citizenship or Place of Organization Maryland Number of Shares Beneficially Owned by Each Reporting Person With 5.

  • Sole Voting Power 0 Number of Shares Beneficially Owned by Each Reporting Person With 8.

  • Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7.

  • Sole Voting Power 0 Number of Shares Beneficially Owned by Each Reporting Person With 6.

  • Sole Voting Power 0 Number of Shares Beneficially Owned by Each Reporting Person With: 6.

  • Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With:5.

  • Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5.

  • Sole Voting Power Number of Shares Beneficially Owned by Each Reporting Person With 0 8.

  • Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 5.

  • Sole Voting Power -0- Number of Shares Beneficially Owned by Each Reporting Person With 6.

Related to Shares Beneficially Owned

  • Beneficially Owned have a corresponding meaning.

  • Fully Diluted Shares means total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • Beneficially Owns and "Beneficially Owned" shall have a corresponding meaning.

  • Beneficially Own has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

  • Voting Shares means the Common Shares and any other shares in the capital of the Corporation entitled to vote generally in the election of all directors.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Voting Share means (i) a Common Share of the Company and (ii) any other share of capital stock of the Company entitled to vote generally in the election of directors or entitled to vote together with the Common Shares in respect of any merger, consolidation, sale of all or substantially all of the Company's assets, liquidation, dissolution or winding up. References in this Agreement to a percentage or portion of the outstanding Voting Shares shall be deemed a reference to the percentage or portion of the total votes entitled to be cast by the holders of the outstanding Voting Shares.

  • Voting Share Capital means the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (Tenth) Working Day from the closure of the Tendering Period for the Offer.

  • Equity Shares means the Common Shares and any shares of any other class or series of the Corporation which may from time to time be authorized for issue if by their terms such shares confer on the holders thereof the right to participate in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation beyond a fixed sum or a fixed sum plus accrued dividends;

  • owned beneficially or “owns beneficially” means, in connection with the ownership of shares in the capital of the Company by a person, (A) any such shares as to which such person or any of such person’s affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (B) any such shares as to which such person or any of such person’s affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (C) any such shares which are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such person or any of such person’s affiliates or Associates is a Receiving Party; provided, however that the number of shares that a person owns beneficially pursuant to this clause (C) in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of securities owned beneficially by each Counterparty (including their respective affiliates and Associates) under a Derivatives Contract shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate; and (D) any such shares which are owned beneficially within the meaning of this definition by any other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities; and

  • Voting Stock of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

  • Constructively Owned shall have the correlative meanings.

  • Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the Company or the relevant Fund.

  • Fully Diluted Basis means, when calculating the number of Outstanding Units for any period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.

  • voting equity securities means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion, or exchange of all then outstanding Common Stock Equivalents.

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

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • sweat equity shares means equity shares issued by a company to its employees or directors at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called;

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Multiple Voting Shares means the multiple voting shares in the capital of the Corporation;

  • Voting Securities means any securities of the Company that vote generally in the election of directors.

  • Existing Shares means shares of the Company Common Stock Beneficially Owned by Stockholder as of the date hereof.

  • Ordinary Shares shall have the meaning given in the Recitals hereto.

  • Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.