Dutch Deed of Issue Company Share Exchange has the meaning set forth in Section 2.1(a)(ii).
Share Exchange Agreement has the meaning specified in the Recitals.
Share Exchange has the meaning set forth in Section 2.1.
Merger Subsidiary has the meaning set forth in the preamble to this Agreement.
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
Company Shareholders means holders of Company Shares.
Shareholder Agreement has the meaning set forth in the Recitals.
Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.
MergerSub has the meaning set forth in the preamble hereto.
MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.
Company Shareholder means a holder of Company Shares.
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.
Acquireco has the meaning ascribed thereto in the recitals.
Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.
Merger Sub has the meaning set forth in the Preamble.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Merger Documents shall have the meaning assigned to it in Section 2.6 hereof.
Bidco means a business and industrial development company licensed under this act. The term includes a business development enterprise.
unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Exchangeco has the meaning ascribed thereto in the introductory paragraph;
Holdco has the meaning set forth in the Preamble.
Acquisition Sub shall have the meaning set forth in the Preamble.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
HKFE means the Hong Kong Futures Exchange Limited;
Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and