Share Sale means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires any Equity Securities of the Company such that, immediately after such transaction or series of related transactions, such Person or group of related Persons holds Equity Securities of the Company representing more than fifty percent (50%) of the outstanding voting power of the Company.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
Sale Transaction has the meaning set forth in Section 3(a).
Purchased Shares has the meaning set forth in Section 2.01.
Sale Shares shall have the meaning set forth in Recital B above; and
Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.
Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.
Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Purchaser Shares means the common shares in the capital of the Purchaser.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
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.
Subco Shares means the common shares in the capital of Subco;
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Share Purchase has the meaning set out in Section 2.1.
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.
Transfer Shares has the meaning ascribed to such term in Section 6.2(a)
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.
Time-share estate means a right to occupy a condominium unit or any of several condominium units during 5 or more separated time periods over a period of at least 5 years, including renewal options, coupled with a freehold estate or an estate for years.
Amalco Shares means the common shares in the capital of Amalco;
Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.
Offered Shares has the meaning set forth in Section 3.02(a).