Exempted Distribution means (1) a dividend payable solely in Ordinary Shares and to all shareholders of the Company on a pro rata basis, (2) the purchase, repurchase or redemption of Ordinary Shares by the Company at no more than cost from terminated employees, officers or consultants in accordance with the Current ESOP, or pursuant to written contractual arrangements with the Company approved by the Board (so long as such approval includes the approval of the Series A Director and the Series B1 Director), and (3) the purchase, repurchase or redemption of Preferred Shares pursuant to these Articles (including in connection with the conversion of such Preferred Shares into Ordinary Shares).
Exempted Distribution means (a) a dividend payable solely in Ordinary Shares, (b) the purchase, repurchase or redemption of Ordinary Shares by the Company at the lower of fair market value or cost from terminated employees, officers or consultants in accordance with the ESOP or the Restricted Share Agreement, or pursuant to the exercise of a contractual right of first refusal held by the Company, if any, or pursuant to written contractual arrangements with the Company approved by the Board (so long as such approval includes the approval of at least one (1) then incumbent Preferred Director), and (c) the purchase, repurchase or redemption of the Preferred Shares pursuant to these Articles (including in connection with the conversion of such Preferred Shares into Ordinary Shares).
Exempted Distribution means (a) a dividend payable solely in Ordinary Shares, (b) the purchase, repurchase or redemption of Ordinary Shares by the Company at no more than cost from terminated employees, officers or consultants in accordance with the ESOP, or pursuant to the exercise of a contractual right of first refusal held by the Company, if any, or pursuant to written contractual arrangements with the Company approved by the Board (so long as such approval includes the approval of at least two Investor Directors), (c) the purchase, repurchase or redemption of the Preferred Shares (including in connection with the conversion of such Preferred Shares into Ordinary Shares) or any Note (including any Equity Securities converted or exchanged from any Note), (d) any interests or principal payable on any Note.
Examples of Exempted Distribution in a sentence
A repurchase pursuant to this Article shall be deemed an Exempted Distribution.
Other than an Exempted Distribution, the Company shall not make any distribution (whether in cash or in property) with respect to any Ordinary Share unless a dividend shall first have been paid with respect to all outstanding Preferred Shares in an amount for each such Preferred Share equal to or greater than the product of (i) the amount of such distribution and (ii) the number of Ordinary Shares into which such Preferred Share is then convertible.
Each holder of Series C Preferred Shares shall be entitled to receive dividends at the rate of 6% per year of its Original Issue Price per annum for each Series C Preferred Share held by such holder, payable out of funds or assets when and as such funds or assets become legally available therefor on parity with each other, prior and in preference to and satisfied before, any dividend or distribution on any other Preferred Share and Ordinary Share except for an Exempted Distribution.
The payment or declaration of a distribution or dividend with respect to any of the shares or other equity interest in the Company, including, without limitation, the repurchase or redemption of any such shares or equity interest, except for a redemption as provided in Article B of this Schedule A, and (ii) an Exempted Distribution.
A repurchase pursuant to this Article 8.5(I) shall be deemed an Exempted Distribution.
More Definitions of Exempted Distribution
Exempted Distribution means (a) a dividend payable solely in Ordinary Shares, (b) the purchase, repurchase or redemption of Ordinary Shares by the Company at no more than the original issuance price from terminated employees, officers or consultants upon such termination in accordance with the ESOP, or pursuant to the exercise of a contractual right of first refusal held by the Company, if any, or pursuant to written contractual arrangements with the Company approved by the Board, and (c) the redemption of the Preferred Shares in connection with the conversion of such Preferred Shares into Ordinary Shares pursuant to these Articles.
Exempted Distribution means (i) a dividend payable solely in Ordinary Shares, (ii) the repurchase of Ordinary Shares at cost from terminated employees, officers or consultants pursuant to contractual arrangements with the Company approved by the Board, (iii) any exercise, conversion or exchange of Ordinary Share Equivalents, and (iv) repurchase of outstanding securities of the Company that is duly approved by the Board.
Exempted Distribution means (1) dividends payable solely in Ordinary Shares to the holders of the Preferred Shares and Ordinary Shares on a pro rata basis, based on the number of Ordinary Shares then held by each holder on an as-converted basis, (2) the purchase, repurchase or redemption of Ordinary Shares by the Company at no more than cost from terminated employees, officers or consultants in accordance with the ESOP (on the terms compliant with Section 12.9 of the Shareholders Agreement), or pursuant to the exercise of a contractual right of first refusal held by the Company under the Right of First Refusal and Co-Sale Agreement, or pursuant to written contractual arrangements with the Company approved by the Shareholders (so long as such approval includes the approval of each of the Major Investors), and (3) the payment of dividends to the holders of the Preferred Shares in accordance with Article 8.1 hereof.
Exempted Distribution means the purchase, repurchase or redemption of the Preferred Shares pursuant to these Articles (including in connection with the conversion of such Preferred Shares into Ordinary Shares).
Exempted Distribution has the meaning given to such term in the Memorandum and Articles.
Exempted Distribution means (a) a dividend payable solely in Ordinary Shares, (b) the purchase, repurchase or redemption of Ordinary Shares by the Company, and (c) the purchase, repurchase or redemption of the Preferred Shares pursuant to these Articles (including in connection with the conversion of such Preferred Shares into Ordinary Shares).
Exempted Distribution means (1) a dividend payable solely in Ordinary Shares, (2) the purchase, repurchase or redemption of Ordinary Shares by the Company at no more than cost from terminated employees, officers or consultants in accordance with the Share Incentive Plans, or pursuant to the exercise of a contractual right of first refusal held by the Company under the Right of First Refusal and Co-Sale Agreement, or pursuant to written contractual arrangements with the Company approved by the Board, (3) the purchase, repurchase or redemption of the Preferred Shares pursuant to these Articles (including in connection with the conversion of such Preferred Shares into Ordinary Shares), (4) the payment of dividends to the holders of the Preferred Shares in accordance with Article 8.1 hereof, and (5) the purchase, repurchase or redemption of any Preferred Share or Ordinary Share by the Company at a per share price that is not higher than the Series A-18 Issue Price, provided that the aggregate amount of such purchase, repurchase or redemption shall not exceed ten percent (10%) of the total proceeds received by the Company upon the consummation of issuance and sale of all Series A-18 Preferred Shares.