Class A3 Shares definition
Examples of Class A3 Shares in a sentence
A Class A3 Shareholder shall not be entitled to vote at any Meeting of the Company on any matter to be considered by Shareholders generally unless the matter relates to: (a) the amendment of this Agreement or the Constitution, as the case may be; (b) the winding-up and/or liquidation of the Company; or (c) modification, alteration or abrogation of any rights or privileges attached to the Class A3 Shares.
Subject to the terms and conditions of this Agreement, at the First Closing (as defined below), the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, 21,647,007 Class A-3 Shares in the aggregate, as shown in further detail in Schedule A hereto.
The number of shares of the Target Company held by the Company that is allocated to the relevant holder of Class A Shares, Class A2 Shares and Class C Shares (considered as a whole) and each of Class A3 Shares, Class A4 Shares, Class A5 Shares, Class A6 Shares, Class A7 Shares and Class B Shares, as of the date of reclassification of the share capital of the Company shall be as set out in Part B of Schedule 3.
Any modification, alteration or abrogation of any rights or privileges attached to the Class A3 Shares shall require the unanimous consent of all Class A3 Shareholders, provided that no modification or alteration of terms of the Class A3 Shares shall have the effect of according any voting rights to the Class A3 Shareholders or alter or impact the economic rights of any other Class of Shares, unless the Samara Investment Manager has consented to the same..
Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, 2,887,035 Class A-3 Shares in the aggregate and 2,887,035 Class A-2 Shares in the aggregate, as shown in further detail in Schedule A hereto (collectively, the “Purchased Shares”).
Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Repurchase Transaction and the Class A-3 Shares and Class A-2 Shares and has had full access to such other information concerning the Purchased Shares and the Purchaser as it has requested.
Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, 1,209,814 Class A-3 Shares and 1,209,814 Class A-2 Shares (collectively, the “Purchased Shares”).
Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Repurchase Transactions and the Class A-3 Shares and Class A-2 Shares and has had full access to such other information concerning the Shares and the Purchaser as it has requested.
If Class A3 Shares are divided into series then each Class A3 Shareholder shall have the right to subscribe on a pro-rata basis to such new series of Class A3 Shares on such terms and conditions as may be approved by the Board and Class A3 Shareholders by passing a unanimous resolution, as applicable.