Purchaser Parent Shareholder Circular means the related party (as defined in Chapter 11 of the Listing Rules) circular to be prepared and published by Purchaser Parent in connection with the Purchaser Parent Shareholder Meeting.
Purchaser Parent has the meaning set forth in the preamble to this Agreement.
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).
Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.
Company Shareholder means any holder of any Company Shares.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Company Shareholder Meeting has the meaning set forth in Section 5.13(b).
Acquiror has the meaning specified in the Preamble hereto.
Independent Shareholders means holders of Voting Shares, other than:
Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.
Common Shareholders means the holders of the Common Shares.
Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).
Merger Subs has the meaning set forth in the Preamble.
Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Company Stockholders Meeting has the meaning set forth in Section 6.2(a).
Purchaser Shares means the common shares in the capital of the Purchaser.
Scheme Shareholder means a person who is registered in the Register as the holder of one or more Scheme Shares as at the Record Date.
Exchange Shares has the meaning set forth in Section 2.01(b).
Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean 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.
Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”
Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.
Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).