C2 Ordinary Shares definition

C2 Ordinary Shares means the C2 ordinary shares of £0.01 each in the capital of

C2 Ordinary Shares the C2 ordinary shares of £1.00 each in the capital of the Company having the rights set out in the articles of association of the Company from time to time. C3 Ordinary Shares: the C3 ordinary shares of £1.00 each in the capital of the Company having the rights set out in the articles of association of the Company from time to time. Change of Control Form has the meaning given in clause 4.2.1. Claim: a claim against any Seller for a breach of any Sellers' Warranty, and any claim against the Sellers under the Tax Deed, but excluding any Leakage Claim. Closing: the completion of the sale of the Sale Shares pursuant to clauses 8.1, 8.2 and 8.3 of this Agreement. Closing Date: the date on which Closing takes place. Closing Spreadsheets: the EV to Equity Bridge (Closing) and the Proceeds Split. Closing Statement: has the meaning given to it in clause 7.1.

C2 Ordinary Shares has the meaning given in the New Articles;

Examples of C2 Ordinary Shares in a sentence

• Immediately after the Effective Date, the A Ordinary Shares will be held by Kensington and Belgravia, the B Ordinary Shares and C1 Ordinary Shares will be held by TH Pathways, the C2 Ordinary Shares will be held Ares and the D Ordinary Shares will be held by Sheikh Ventures, the Founders and eligible CareTech Shareholders who elect for the Partial Alternative Offer.

• The share capital of Topco currently comprises 4 ordinary shares but will be reorganised prior to the EffectiveDate so that it comprises A Ordinary Shares, B Ordinary Shares, C1 Ordinary Shares, C2 Ordinary Shares and D Ordinary Shares on the terms to be set out in the Scheme Document.

• The share capital of the Company shall consist of A1 Ordinary Shares, A2 Ordinary Shares, B Ordinary Shares, C1 Ordinary Shares, C2 Ordinary Shares, D Ordinary Shares and E Ordinary Shares, all of which shall constitute separate classes of shares, and save as expressly provided for in these Articles, shall rank pari passu in all respects.

• On 27 June 2022, certain credit funds managed by Ares Management Limited (the “Ares Funds”) entered into a subscription letter with Topco (the “Ares Subscription Letter”) and the Sheikh Group pursuant to which, on the Closing Date (as defined in the Notes Facilities Agreement), they would subscribe for C2 Ordinary Shares (the “Ares Securities”).

• In respect of Restricted Shares issued pursuant to the Pre-Closing Reorganization, this shall be repeated for each tranche of B, C, C1 or C2 Ordinary Shares held by the relevant Participant with a different issue date.

More Definitions of C2 Ordinary Shares

C2 Ordinary Shares means the C2 ordinary shares of £0.01 each in the capital of the Company with those rights attaching to them as set out in these Articles;

C2 Ordinary Shares means the C2 ordinary shares of £0.01 each in the capital of the Company; "DD Report Extract Bundle" means pages 2 to 166 of the legal due diligence report prepared by Ashurst in connection with the Transaction and pages 12 – 63 of the financial and taxation red flags report prepared by PwC in connection with the Transaction;

C2 Ordinary Shares means C2 Ordinary Shares of US$0.10 each in the capital of the Company and having the rights set out in the Bye-laws; “Company’s Accountants” means a firm of accountants selected by the Company; “Company’s Solicitors” means Xxxxxxx Xxxx & Xxxxxxxxx (UK) LLP of CityPoint, 0 Xxxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX; “Company Warranties” means the warranties set out in Part A of Schedule 4; “Completion” means completion of: (i) the subscription by the Investor of the Subscription Shares, and the allotment and issue of the Subscription Shares to the Investor; and (ii) the sale and purchase of the Sale Shares, in each case in accordance with Clause 6; “Completion Accounts” has the meaning given in paragraph 9 of Part A of Schedule 6 or, if applicable, paragraph 10(a) of Part A of Schedule 6 or paragraph 12(c) of Part A of Schedule 6; “Conditions” means each of the conditions set out in Schedule 5; “Confidential Information” means: 6

C2 Ordinary Shares means C2 Ordinary Shares of US$0.10 each in the capital of the Company and having the rights set out in the Bye-laws; “Company’s Accountants” means a firm of accountants selected by the Company; “Company’s Solicitors” means Xxxxxxx Xxxx & Xxxxxxxxx (UK) LLP of CityPoint, 0 Xxxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX; “Company Warranties” means the warranties set out in Part A of Schedule 4; “Completion” means completion of: (i) the subscription by the Investor of the Subscription Shares, and the allotment and issue of the Subscription Shares to the Investor; and (ii) the sale and purchase of the Sale Shares, in each case in accordance with Clause 6;

C2 Ordinary Shares means the 84,903 C2 ordinary shares of £0.005 each in the capital of the Company;

C2 Ordinary Shares means the non-voting shares described as the “C2 Ordinary Shares” in the Articles of £0.15 nominal value each;

C2 Ordinary Shares means the C2 ordinary shares of £0.0001724 each in the capital of the Company; Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.