Shareholder Settlement Term Sheet means the term sheet attached as Appendix G to the Disclosure Statement.
unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Net Share Settlement On each Settlement Date, Issuer shall deliver to Dealer a number of Shares equal to the Number of Shares to be Delivered for such Settlement Date to the account specified by Dealer and pay cash to Dealer in lieu of any fractional shares valued at the Relevant Price on the Valuation Date corresponding to such Settlement Date. Number of Shares to be Delivered: In respect of any Exercise Date, subject to the last sentence of Section 9.5 of the Equity Definitions, the product of (i) the number of Warrants exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii)(A) the excess, if any, of the VWAP Price on the Valuation Date occurring on such Exercise Date over the Strike Price, divided by (B) such VWAP Price. The Number of Shares to be Delivered shall be delivered by Issuer to Dealer no later than 4:00 P.M. (local time in New York City) on the relevant Settlement Date.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Shareholder Agreement has the meaning set forth in the Recitals.
Governance Term Sheet means the Governance Term Sheet attached as Exhibit F to the Restructuring Support Agreement.
Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.
Sale Transaction has the meaning set forth in Section 3(a).
Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.
standard term sheet has the meaning ascribed thereto in NI 41-101;
Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.
Share Exchange Agreement has the meaning specified in the Recitals.
Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;
CCMA means the Commission for Conciliation, Mediation and Arbitration established in terms of section 112 of the Labour Relations Act, 1995;
Business Combination Agreement shall have the meaning given in the Recitals hereto.
Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.
Public-finance transaction means a secured transaction in connection with which:
Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.
Net Share Settled in relation to any Warrant means that Net Share Settlement is applicable to that Warrant.
Structured settlement agreement means the agreement, judgment, stipulation, or release embodying the terms of a structured settlement.
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.
Controlling shareholding means not less than 51% of the voting rights or paid up share capital in the Company/Consortium.
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).
CME Term SOFR Administrator means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).