Subject Shares definition

Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

Subject Shares has the meaning set forth in the recitals.

Subject Shares means the Company Shares and other securities listed on the Shareholder’s signature page attached to this Agreement and any Company Shares acquired by the Shareholder or any of its affiliates subsequent to the date hereof, and includes all securities which such Subject Shares may be converted into, exchanged for or otherwise changed into;

Examples of Subject Shares in a sentence

• The SG Stockholder has sole voting power, sole power to issue instructions with respect to the matters set forth in this Agreement, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the SG Stockholder’s Subject Shares, with no limitations, qualifications, or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement.

• Notwithstanding anything in this Agreement to the contrary, Stockholder shall not be required to vote (or cause to be voted) any of its Subject Shares to amend the Merger Agreement in order to reduce the amount and/or change the form of Merger Consideration to be paid to the Company Stockholders.

• Any Transfer or attempted Transfer of any Subject Shares not made in compliance with this Article IV shall be null and void ab initio, and the purported transferee in any such Transfer shall not be treated (and the purported transferor shall continue to be treated) as the owner of such Subject Shares for all purposes of this Agreement and the Articles.

• If any involuntary Transfer of any of the Subject Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement.

• The Investor may not, and shall cause its Affiliates to not, Transfer any Subject Shares unless such Transfer is conducted in compliance with all applicable Laws, this Agreement and the Articles.

More Definitions of Subject Shares

Subject Shares means, with respect to Stockholder, without duplication, (i) the Company Shares owned by Stockholder on the date hereof as described on Schedule A, and (ii) any additional Company Shares acquired by Stockholder or over which the Stockholder acquires Beneficial Ownership from and after the date hereof, whether pursuant to existing stock option agreements or otherwise.

Subject Shares means, with respect to the Stockholder, (i) all shares of Company Common Stock Beneficially Owned by the Stockholder as of the date hereof and (ii) all additional shares of Company Common Stock of which the Stockholder acquires Beneficial Ownership during the Support Period (including by way of stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or issued upon the exercise of any options, the settlement of any restricted stock or other conversion of any convertible securities).

Subject Shares has the meaning set forth in Section 2.01(a).

Subject Shares means any shares of Company Capital Stock owned, or hereafter acquired, by the Stockholder, or for which the Stockholder otherwise becomes the record or beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act), prior to the termination of this Agreement.

Subject Shares shall have the meaning set forth in Section 4.4.

Subject Shares means the class or series of shares then issuable on exercise of the Rights.

Subject Shares means, with respect to the Stockholder, the Stockholder’s Existing Shares, together with any Company Shares or other voting capital stock of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof.