Exempted Shares definition
Exempted Shares shall have the meaning set forth in Section 2.2. A Person shall be deemed the “Full Owner” of, shall be deemed to “Fully Own” and shall be deemed to have “Full Ownership” of, any securities if such Person not only Beneficially Owns such securities but also owns all economic and pecuniary interest in such securities and retains all voting rights (other than the proxy granted to the Company pursuant to this Agreement), with there being no hedging transaction, derivative transaction or other transaction resulting in any form of synthetic ownership of such securities by any other Person (other than broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stock approved for trading by the appropriate federal government authority).
Exempted Shares means (i) a total of 1,076,299 Series A Preferred Shares issued by the Company to AZ pursuant to that certain License Agreement dated as of September 30, 2016, by and between the Company and AZ, (ii) a total of 1,345,374 Series A Preferred Shares issued by the Company to BMS pursuant to that certain License Agreement dated as of July 8, 2016, by and between the Company and BMS, (iii) a total of up to 52,470 Series A Preferred Shares issued by the Company to Blair pursuant to that certain letter agreement dated as of April 6, 2016, by and between the Company and Blair, and (iv) a total of up to 157,549 Series A Preferred Shares issued by the Company to Cowen pursuant to that certain letter agreement dated as of March 30, 2016, by and between Cowen and the Company, in each case issued pursuant to the Purchase Agreement and subject to appropriate adjustment in the event of any share dividend, share split, combination or other similar recapitalisation with respect to the Series A Preferred Shares;
Examples of Exempted Shares in a sentence
The LATAM Controlling Shareholders and TEP each shall have the right, exercisable at any time or from time to time by written notice delivered to the other Shareholder(s), to exempt from the provisions of this Article III all or any portion of its Exempted Shares.
Short-Selling Exempted Shares Register The content of the register will remain unchanged until the reported exemptions are verified by the new RCA of the instrument (i.e. the exemptions for the UK instruments will continue to be published).
The financial consequences of the issuance of the 8,737,863 New Shares (i.e. Exempted Shares and Non-Exempted Shares) for the existing shareholders immediately prior to such issuance are summarized below.
The number of Performance Bonus Exempted Shares and the Restricted Award Exempted Shares shall not exceed 100,000 shares, in the aggregate.
Subject to the terms and conditions set forth herein, immediately prior to the Closing and (save as described in Section 5 below) without further action by the Rollover Shareholders, all of the Rollover Shareholders’ right, title and interest in and to the Shares listed on Schedule A, other than the Exempted Shares (as defined below), shall be contributed, assigned, transferred and delivered to Parent.
More Definitions of Exempted Shares
Exempted Shares means (i) (a) any of the options, warrants or other securities arrangements to purchase any Ordinary Shares issued or issuable from time to time to the employees, officers, directors, contractors, advisors or consultants of the Group Companies pursuant to an employee stock option plan having been approved pursuant to the Shareholders Agreement and these Articles; and (b) any Ordinary Shares issuable upon exercise or conversion of the forgoing options, warrants or other securities arrangements; (ii) any Ordinary Shares issued or issuable pursuant to the conversion of any Preferred Share; (iii) any securities issued or issuable in connection with any share split, share dividend or any subdivision of Ordinary Shares or other similar event in which all the Preferred Shareholders are entitled to participate on a pro rata basis; (iv) any securities issued or issuable as a dividend or distribution on the Preferred Shares; (v) any securities issued or issuable pursuant to a Qualified IPO or an IPO of the Company as approved by the Board and/or the Members pursuant to the Shareholders Agreement and these Articles; (vi) any securities issued or issuable pursuant to the acquisition of another corporation or entity by the Company by consolidation, merger, purchase of assets, or other reorganization in which the Company acquires, in a single transaction or a series of related transactions, all or substantially all assets of such other corporation or entity, or fifty percent (50%) or more of the equity ownership or voting power of such other corporation or entity, provided that such acquisition has been approved by the Board and/or the Members pursuant to the Shareholders Agreement and these Articles; (vii) any securities issued or issuable pursuant to transactions with strategic partners or transactions with financial institutions or lessors in connection with loans, credit arrangements, equipment financings or similar transactions, each such transaction having been approved by the Board and/or the Members pursuant to the Shareholders Agreement and these Articles, and (viii) any Series G+ Preferred Share issued or issuable pursuant to the Series G+ Subscription Agreements.
Exempted Shares means, subject to Article 39.10.2, any Share which is at the relevant time held by (or, in the case of (b) and (c) below, by a nominee or custodian trustee for):
Exempted Shares means, with respect to any Shareholder, all shares of LATAM Common Stock that were beneficially owned by such Shareholder immediately after the Effective Time in excess of 12.5% of the shares of LATAM Common Stock outstanding at such time as determined on a fully-diluted basis.
Exempted Shares means at any time, with respect to any Person who is a natural person, a trust (including any employee benefit plan trust of the Company or a Subsidiary, but excluding any other employee benefit plan trust, voting trust or business trust), estate tax-exempt foundation or similar entity (each, an "Eligible Person"), shares of Common Stock:
(i) which have been held continuously by the Eligible Person on and since the Rights Dividend Declaration Date and which are then held by that Eligible Person;
(ii) which were acquired by an Eligible Person pursuant to any employee benefit plan of the Company or any Subsidiary of the Company and which are then held by that Eligible Person;
(iii) which are then held by any Eligible Person to the extent such shares were acquired solely by gift, inheritance, bequest, devise or other testamentary distribution or series of those transactions, directly or indirectly, from an Eligible Person who had acquired such shares prior to the Rights Dividend Declaration Date or in a transaction described in subparagraph (ii); or
(iv) shares which were acquired pursuant to a stock split, stock dividend, reclassification or similar recapitalization with respect to shares described under this Section 1(g) that have been held continuously since their issuance by the Company by the Eligible Person that acquired them from the Company, or that were acquired, directly or indirectly, from that Eligible Person solely pursuant to a transaction or series of transactions described in subparagraph (iii) and that are then held by an Eligible Person described in subparagraph (iii). Shares which are Exempted Shares with respect to an Eligible Person shall also be Exempted Shares with respect to any other Person (whether or not otherwise an Eligible Person) to the extent that such other Person beneficially owns such shares solely as a trustee, executor, legal representative of an estate, custodian, legal guardian or other fiduciary of that Eligible Person (an "Eligible Person Fiduciary"). Shares which are Exempted Shares with respect to an Eligible Person or an Eligible Person Fiduciary are not thereby automatically Exempted Shares with respect to other Persons (whether or not otherwise an Eligible Person) who beneficially own such shares, as for example a Person with whom such Eligible Person or Eligible Person Fiduciary has an agreement, arrangement or understanding described in Section 1(c)(iii).
Exempted Shares means (i) Employee Compensation Shares; (ii) Common Shares issued as a dividend or distribution on the Preferred Shares; (iii) Common Shares issued or issuable in connection with any share split, share dividend, combination, recapitalization or other similar transaction of the Company for which proportional adjustments are made; (iv) Common Shares issued or issuable upon conversion or exercise of the Preferred Shares; (v) the Series B Preferred Warrants, the Warrants, and those Options to be granted in accordance with Section 7.5(iii) of the Share Purchase Agreement; (vi) Preferred Shares or Common Shares issued or issuable upon exercise of any of the rights specified in the immediately preceding sub-paragraph (v) ; (vi) Common Shares issued in connection with a Qualified IPO; (vii) Common Shares issued or issuable pursuant to an acquisition of another corporation or a joint venture agreement approved by the Board (including the affirmative vote of a Series C Director, a Series B Director and a Series A Director); (viii) Common Shares issued or issuable to banks, equipment lessors or other financial institutions pursuant to debt financing or commercial transactions approved by the Board (including the affirmative vote of a Series C Director, a Series B Director and a Series A Director); (ix) securities issued pursuant to the assets and business acquisition agreement entered into between Shanghai eHi and Shanghai Heshi Car Rental Co., Ltd. in April 2010 or (x) any other issuance of Equity Securities whereby each of GS, CDH and Qiming gives a written waiver or consent at their respective sole discretion.
Exempted Shares means the 2,080 shares of Ordinary Shares held by Dongguan Huarong BVI on the date hereof.