Stockholder Securities definition

Stockholder Securities has the meaning specified in Section 4.2(a) hereof.
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Stockholder Securities means, as of the xxxx xx xxxxx xxx determination is to be made, (a) any Common Stock which may be or has been acquired by any Rights Holder upon (i) exercise of a Warrant or (ii) conversion of debt pursuant to the terms of an Option; (b) any Common Stock issued as a result of any reorganization, reclassification, merger, consolidation, stock split or dividend with respect to such shares of Common Stock described in (a); and (c) any capital stock for which such Common Stock described in (a) or(b) is exchanged or into which it is converted
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Stockholder Securities means (i) the Warrant Shares, (ii) any shares of Common Stock and any shares of Common Stock issued or issuable (directly or indirectly) upon conversion, exchange and/or exercise of any other securities of the Company owned by any Investor (including, without limitation, any shares of Common Stock issued as payment of interest or other amounts in connection with the debt incurred under the Financing Agreement or other Transaction Documents) and (iii) any other securities issued or issuable with respect to, or in exchange for or in replacement of, Stockholder Securities, whether issued as a dividend or other distribution, or by merger, charter amendment or otherwise.
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Examples of Stockholder Securities in a sentence

  • The Company hereby covenants and agrees that it will not, and the Stockholder irrevocably and unconditionally acknowledges and agrees that the Company will not (and waives any rights against the Company in relation thereto), recognize any Encumbrance or agreement (other than this Agreement) on any of the Stockholder Securities subject to this Agreement.

  • Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Stockholder Securities.

  • The Company hereby covenants and agrees that it will not, and each Stockholder irrevocably and unconditionally acknowledges and agrees that the Company will not (and waives any rights against the Company in relation thereto), recognize any Encumbrance or agreement (other than this Agreement) on any of the Stockholder Securities subject to this Agreement.

  • The Stockholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Stockholder Securities owned by the Stockholder.

  • All rights, ownership and economic benefits of and relating to the Stockholder Securities shall remain vested in and belong to Stockholder, and neither Parent nor Merger Sub shall have any authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct any Stockholder in the voting of any of the Stockholder Securities, except as otherwise specifically provided herein.

  • Notwithstanding any provision of this Agreement to the contrary, this Agreement shall apply to each Stockholder solely in such Stockholder’s capacity as a holder of the Stockholder Securities and not in the capacity of such Stockholder, or the capacity of any partner, officer, employee or affiliate of such Stockholder, as a director, officer or employee of the Company or any of its Subsidiaries or in such Stockholder.

  • Such Selling Stockholder is not prompted to sell the Selling Stockholder Securities to be sold by such Selling Stockholder hereunder by any material non-public information concerning the Company or any subsidiary of the Company which is not set forth in the Registration Statement, the General Disclosure Package or the Prospectus.

  • Such Selling Stockholder has not prepared or had prepared on its behalf, or used or referred to, any “free writing prospectus” (as defined in Rule 405), nor has such Selling Stockholder distributed any written materials in connection with the offer or sale of the Selling Stockholder Securities.

  • Such Selling Stockholder has not taken, and will not take, directly or indirectly, any action which is designed to or which has constituted or which would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Selling Stockholder Securities.

  • In the event that Stockholder shall become the beneficial owner of any other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 4(a)(ii) hereof, then the terms of Section 4 hereof shall apply to such other securities as though they were Stockholder Securities hereunder.


More Definitions of Stockholder Securities

Stockholder Securities means any of the following held by any Stockholder: (i) any capital stock of the Company, (ii) any Options, (iii) any stock, notes or other securities which are convertible into or exchangeable for, directly or indirectly, capital stock of the Company, whether or not then convertible or exchangeable, (iv) any capital stock of the Company issued or issuable upon the exercise, conversion or exchange of any of the securities referred to in clauses (ii) and (iii) above, (v) any securities issued or issuable directly or indirectly with respect to the securities referred to in clauses (i), (ii), (iii) and (iv) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, and (vi) the Preferred Shares. As to any particular Stockholder Securities, such securities will cease to be Stockholder Securities when they have been transferred in a Public Sale or have been repurchased by the Company or any Subsidiary of the Company.
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Stockholder Securities means any of the following held by any Securityholder: (i) any capital stock of the Company (including, without limitation, Preferred Shares), (ii) any warrants, options or other rights to subscribe for or to acquire, directly or indirectly, capital stock of the Company, whether or not then exercisable or convertible, (iii) any stock, notes or other securities which are convertible into or exchangeable for, directly or indirectly, capital stock of the Company, whether or not then convertible or exchangeable, (iv) any capital stock of the Company issued or issuable upon the exercise, conversion or exchange of any of the securities referred to in clauses (ii) and (iii) above, (v) any securities issued or issuable directly or indirectly with respect to the securities referred to in clauses (i), (ii), (iii) and (iv) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, and (vi) the Preferred Shares. As to any particular shares constituting Stockholder Securities, such shares will cease to be Stockholder Securities when they have been transferred in a Public Sale or have been repurchased by the Company or any Subsidiary of the Company.
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Stockholder Securities has the meaning specified in Section 2.2(a) ---------------------- hereof.
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Stockholder Securities means, with respect to each Seller, the shares of Purchaser Common Stock acquired by such Seller as part of the Merger Consideration (including any other securities of Purchaser into which such Purchaser Common Stock is converted or for which it is otherwise exchanged). Such securities shall continue to be Stockholder Securities in the hands of any holder, and except as otherwise provided herein, each such other holder of Stockholder Securities shall succeed to all rights and obligations attributable to the transferring Seller as a holder of Stockholder Securities hereunder. The Put Option shall terminate upon the consummation of a Purchaser Capital Transaction.
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Related to Stockholder Securities

  • Stockholder Shares means the shares of common stock of the Company issued to Stockholder in accordance with the terms and conditions of the Reorganization Agreement, including such shares of common stock of the Company transferred from Stockholder to The Cendant Charitable Foundation, and any securities of the Company issued as a dividend on or other distribution with respect to, or in exchange for or replacement of, such common stock.

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • Company Securities means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock and (iii) any options, warrants or other rights to acquire Common Stock.

  • Subject Securities means: (a) all securities of the Company (including all shares of Company Common Stock and all options, restricted stock units, warrants and other rights to acquire shares of Company Common Stock) Owned by Stockholder as of the date of this Agreement; and (b) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, restricted stock units, warrants and other rights to acquire shares of Company Common Stock) of which Stockholder acquires Ownership during the Voting Period.

  • Corporation Securities means (i) shares of Common Stock, (ii) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation § 1.382-2T(h)(4)(v)) to purchase stock of the Corporation, and (iv) any other interest that would be treated as “stock” of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).

  • Lock-Up Securities shall have the meaning set forth in Section 4.1.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Investor Securities means the securities eligible for registration pursuant to the Registration Rights Agreement.

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

  • Company Shares means the common shares in the capital of the Company;

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Series B Securities means the Company's Series B 9 3/8% Junior Subordinated Deferrable Interest Debentures due May 1, 2028, as authenticated and issued under this Indenture.

  • Newco Shares means the common shares in the capital of Newco;

  • Preferred Shareholder means any holder of Preferred Shares.

  • NIM Securities Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by one or more Rating Agencies.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Exempt Securities has the meaning set forth in Section 4.4(d).

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefore;

  • Exchangeable Shares means the exchangeable shares in the capital of the Company, having the rights, privileges, restrictions and conditions set forth herein;

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.