The Shares are definition
The Shares are restricted securities" as defined in Rule 144 under the Securities Act of 1933, as amended. As a result, there are substantial restrictions on the ability of the Holders to sell the Shares in the absence of registration under the Securities Act of 1933 and applicable state securities laws. In order to enable the Holders to sell all or a portion of the Shares, the Company has agreed to the terms of this Agreement.
The Shares are being issued in connection with the conversion (the "Demutualization") of The Mutual Life Insurance Company of New York, a New York mutual life insurance company ("MONY"), into a New York stock life insurance company pursuant to MONY's Plan of Reorganization, as adopted by the Board of Trustees of MONY on August 14, 1998 and as amended on September 9, 1998 (as so amended, the "Plan"), in accordance with the requirements of Section 7312 of the New York Insurance Law ("Section 7312"). Upon consummation of the Demutualization, MONY (renamed MONY Life Insurance Company) will become a direct wholly owned subsidiary of the Company. Pursuant to the Demutualization, the Company plans to issue shares of stock (the "Policyholder Shares"; and the Policyholder Shares and the Shares, collectively, the "Transaction Shares") or, in lieu thereof, cash or Policy Credits (as defined in the Plan) to Eligible Policyholders (as defined in the Plan) in exchange for their Policyholders' Membership Interest (as defined in the Plan). It is understood and agreed to by all parties that the Company and MONY are concurrently entering into an agreement, a copy of which is attached hereto (the "U.S. Underwriting Agreement"), providing for the offering by the Company of up to a total of 10,925,000 shares of Stock (the "U.S. Shares") including the overallotment option thereunder through arrangements with certain underwriters in the United States (the "U.S. Underwriters"), for whom Gold▇▇▇, ▇▇chs & Co., Dona▇▇▇▇▇, ▇▇fk▇▇ & ▇enr▇▇▇▇ ▇▇▇urities Corporation, Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated and Salo▇▇▇ ▇▇▇▇▇ ▇▇▇ney Inc. are acting as representatives. Anything herein and therein to the contrary notwithstanding, the respective closings under this Agreement and the U.S. Underwriting Agreement are hereby expressly made conditional on one another. The Underwriters hereunder and the U.S. Underwriters are simultaneously entering into an Agreement between U.S. and International Underwriting Syndicates (the "Agreement between Syndicates") which provides, among other things, for the transfer of shares of Stock between the two syndicates and for consultation by the Lead Managers hereunder with Gold▇▇▇, ▇▇ch▇ & ▇o. prior to exercising the rights of the Underwriters under Section 7 hereof. Two forms of prospectus are to be used in connection with the offering and sale of shares of Stock contemplated by the foregoing, one relating to the Shares hereunder and the other relating to the U.S. Shares. The latt...
The Shares are restricted securities", as said term is defined in Rule 144 promulgated under the Securities Act;