Remainco Special Voting Shares definition

Remainco Special Voting Shares and together with the “Remainco Ordinary Shares”, the “Remainco Voting Shares”) set forth next to Shareholder’s name on Schedule A hereto (the “Subject Shares”, and the Subject Shares together with any additional Remainco Voting Shares that Shareholder may acquire record and/or beneficial ownership (or have the right to direct the vote thereof, in the case of Remainco Special Voting Shares) of after the Agreement Date (including pursuant to a share split, reverse share split, share dividend or distribution or any change in Remainco Voting Shares or by reason of any recapitalization, reorganization, combination, reclassification, exchange of shares or similar transaction) “Covered Shares”).
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Remainco Special Voting Shares shall have the meaning set forth in the Merger Agreement. “Remainco Sterling Shares” shall have the meaning set forth in the Merger Agreement. “Representatives” means of a Person means such Person’s Affiliates and the directors, officers, employees, advisors, agents, equityholders consultants, independent accountants, investment bankers, counsel or other representatives of such Person and of such Person’s Affiliates. “Required Remainco Shareholder Vote” shall have the meaning set forth in the Merger Agreement.
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Remainco Special Voting Shares means special voting shares of Remainco, of nominal value $0.000001 each. “Remainco Sterling Shares” means sterling-non-voting shares of Remainco, of nominal value £1.00 each “Remainco Superior Proposal” means a bona fide written offer by a Third Party, that is not solicited in breach (other than a de minimis breach) of Section 4.5(b), to acquire, directly or indirectly, at least a majority of the outstanding Remainco Ordinary Shares or at least a majority of the assets of the Remainco Group (whether through a tender offer, merger or otherwise), that is determined by the Remainco Board, in its good faith judgment, after consultation with its financial advisors and outside legal counsel, and after considering such factors that the Remainco Board determines to be relevant, including the terms and conditions of the offer, the likelihood of consummation and other relevant information, (a) to be more favorable, from a financial point of view, to Remainco’s shareholders than the Contemplated Transactions (considering any amendments to the Transaction Documents or the Financing proposed by Xxxxxx Partner) and (b) to be reasonably likely to be completed, considering such factors that the Remainco Board determines to be relevant.
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Examples of Remainco Special Voting Shares in a sentence

  • Shareholder is entering into this Agreement solely in its capacity as the beneficial owner of the specified Remainco Ordinary Shares and with the power to direct the vote of the specified Remainco Special Voting Shares.

  • The affirmative vote of the holders of a majority of the votes cast at the Remainco Shareholders’ Meeting of Remainco Ordinary Shares and associated Eligible Remainco Special Voting Shares is the only vote of Remainco Ordinary Shares or Remainco Special Voting Shares necessary to approve the Contemplated Transactions (the “Required Remainco Shareholder Vote”).


More Definitions of Remainco Special Voting Shares

Remainco Special Voting Shares and together with the “Remainco Ordinary Shares”, the “Remainco Voting Shares”) set forth next to Shareholder’s name on Schedule A
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Related to Remainco Special Voting Shares

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Voting Share Reduction means an acquisition or redemption by the Corporation of Voting Shares which, by reducing the number of Voting Shares outstanding, increases the proportionate number of Voting Shares Beneficially Owned by any Person to 20% or more of the Voting Shares then outstanding; and

  • Company Shares has the meaning set forth in the Recitals.

  • Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.

  • Voting Shares means shares of any class of a corporation having under all circumstances the right to vote for the election of the directors of such corporation, provided that, for the purpose of the definition, shares which only carry the right to vote conditionally on the happening of an event shall not be considered Voting Shares whether or not such event shall have happened.