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 means the settlement method pursuant to which an exercising Warrantholder shall be entitled to receive from the Company, for each Warrant exercised, a number of shares of Common Stock equal to the Net Share Amount without any payment therefor.
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.
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.
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;
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.
Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;
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 holders of Company Shares.
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 has the meaning given to such term in the Preamble to this Agreement;
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).
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.
Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.
Share Settlement means a number of shares of Class A Common Stock equal to the number of Redeemed Units.
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.