Initial Shares means all of the outstanding Ordinary Shares issued prior to the consummation of the Company’s initial public offering.
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.
Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Units” shall mean the 287,500 units (or up to 310,000 units if the over-allotment option is exercised in full), subject to adjustment as described in the Prospectus, that the Sponsor and certain underwriters have agreed to purchase for an aggregate purchase price of $2,875,000 (or up to $3,100,000 if the over-allotment option is exercised in full), or $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering that are identical to the units sold in the Public Offering; (vi) “Private Placement Warrants” shall mean the warrants sold as part of the Private Placement Units; (vii) “Working Capital Units” shall mean the Private Placement-equivalent units that may be issued in connection with the conversion of any working capital loans; (viii) “Working Capital Warrants” shall mean the warrants underlying such Working Capital Units; (ix) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (x) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (xi) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.
Founders means all Members immediately prior to the consummation of the IPO.
Initial Stockholders means the stockholders of Holdings who became -------------------- stockholders as of the Closing Date (including employees or directors of Holdings or any Subsidiary who were granted options to purchase stock as of the Closing Date) and any transferees of such stockholders described in clause (i) or (ii) in the definition of Approved Sale.
Common Shares means the common shares in the capital of the Corporation;
substantial shareholder means a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the Listing Rules) of the voting power at any general meeting of the Company;
Newco Shares means common shares in the capital of Newco;
Covered Shares means, with respect to the Shareholder, (i) the Existing Shares, together with (ii) any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case under this clause (ii) that such Shareholder acquires Beneficial Ownership of on or after the date hereof.
Company Shares means the common shares in the capital of the Company;
Option Shares shall have the meaning ascribed to such term in Section 2.2(a).
Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.
Stockholder Shares means any Common Stock owned by a Stockholder on the date of the closing of the Transactions or hereafter, together with any equity securities issued or issuable directly or indirectly with respect to such Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.
Ordinary Shareholder means a holder of ordinary shares;
Shares means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.