H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;
Scheme Shares means the Target Shares which are subject to the Scheme in accordance with its terms.
Sale Shares shall have the meaning set forth in Recital B above; and
Company Shares means the common shares in the capital of the Company;
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Multiple Voting Shares means the multiple voting shares in the capital of the Corporation;
Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the Company or the relevant Fund.
Newco Shares means the common shares in the capital of Newco;
Amalco Shares means the common shares in the capital of Amalco;
Merger Shares has the meaning set forth in Section 2.2(c).
Subco Shares means the common shares in the capital of Subco;
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Scheme Consideration means, in respect of:
Pubco Shares means the 15,000,000 fully paid and non-assessable common shares of Pubco, to be issued to the Selling Shareholder by Pubco on the Closing Date;
Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.
Target Shares means all of the issued and to be issued share capital of the Target.
Relevant Shares means ordinary share capital of the Approved Entity that constitutes equity share capital or the equivalent (or depositary or other receipts representing the same) which is listed and admitted to trading on a Regulated Market.
Subscription Shares has the meaning ascribed to it in Section 2.1.
Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.
Escrowed Shares has the meaning set forth in Section 2.4.
Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “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; (vii) “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); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.
Share Consideration has the meaning given to it in Section 2.2;
Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.
Dissenters’ Shares has the meaning set forth in Section 4.07.