Share Charge shall have the meaning provided in Section 5.06.
Issuer Shares means the shares of Common Stock or other equity securities of the Company, and any securities into which such shares of Common Stock or other equity securities shall have been changed or any securities resulting from any reclassification or recapitalization of such shares of Common Stock or other equity securities.
Hire Charge or “Hire Charges” means the rates and charges payable by You for the hire of the Equipment.
Resulting Issuer Shares means the common shares in the capital of the Resulting Issuer;
Issuer Subsidiary means any subsidiary of the Issuer.
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Share Certificate means a certificate evidencing ownership of shares of Common Stock.
exchangeable security means a security of an issuer that is exchangeable for, or carries the right of the holder to acquire, or of the issuer to cause the acquisition of, a security of another issuer;
Relevant Share Capital means the relevant share capital of the Company (as that expression is defined in Section 1047 of the 2014 Act);
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Redemption Shares has the meaning set forth in Section 6.2(a). “Reviewed Year” has the meaning ascribed to said phrase under Section 6225(d)(1) of the Code.
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.
Charged Securities means such Securities as
Redemption Call Purchase Price has the meaning set out in Section 5.2(a).
Infrastructure Charge means a Water Infrastructure Charge or a Sewerage Infrastructure Charge;
Existing Shares means shares of the Company Common Stock Beneficially Owned by Stockholder as of the date hereof.
body in which the relevant person has a beneficial interest means a firm in which the relevant person is a partner or a body corporate of which the relevant person is a director, or in the securities of which the relevant person has a beneficial interest;
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).
VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
Equity Share Capital means the total issued and paid-up equity share capital of the Company, calculated on a Fully Diluted Basis.
Exchangeco has the meaning ascribed thereto in the introductory paragraph;
Hire Charges means the rates and charges payable by You for the hire of the Equipment.
Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.
Change of Control Purchase Price shall have the meaning specified in Section 10.1.