Exchange Shares has the meaning set forth in Section 2.01(b).
Pubco Shares means fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco upon Closing on the basis of 1 Pubco Share for 5.4935 Priveco Shares;
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Private Placement Shares shall have the meaning given in the Recitals hereto.
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.
Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.
Purchaser Shares means the common shares in the capital of the Purchaser.
Purchased Shares has the meaning set forth in Section 2.01.
Note Shares means the shares of Common Stock issuable upon conversion of the Notes.
Purchased Securities has the meaning assigned in the Terms;
Subco Shares means the common shares in the capital of Subco;
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Subscription Shares has the meaning ascribed to it in Section 2.1.
Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.
PIPE Shares shall have the meaning given in the Recitals hereto.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Underlying Shares means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock and upon exercise of the Warrants.
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.
Commitment Shares shall have the meaning set forth in Section 12.04.
Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Consideration Shares shall have the meaning set forth in Section 2.7(c).
Private Placement Warrants shall have the meaning given in the Recitals hereto.
Acquired Shares has the meaning set forth in the Recitals.
Merger Shares has the meaning set forth in Section 2.2(c).
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.