SPE Shareholders definition

SPE Shareholders has the meaning set forth in the Preamble to this Agreement, and shall also include any Permitted Transferee of any SPE Shareholders to whom any Shares are transferred in accordance with this Agreement.
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Examples of SPE Shareholders in a sentence

  • No Shareholder shall have any obligation or commitment to make any Capital Contributions or otherwise provide funds to the Company, except in case of the SPE Shareholders as set out in section 2.2 of the Share Purchase Agreement.

  • The Board may, from time to time, constitute committees of the Board (consisting exclusively of Directors) and may determine their functions, powers, authorities and responsibilities as the SPE Shareholders and Non-SPE Shareholders may agree.

  • Except as otherwise expressly provided herein, the SPE Shareholders, the Non-SPE Shareholders and the Company shall each pay all of their own expenses (including attorneys’ and accountants’ fees, costs and expenses) in connection with the negotiation of this Agreement, the performance of their obligations hereunder and the consummation of the transactions contemplated by this Agreement.

  • The Exercise Option Notice shall state the election of the SPE Shareholders to exercise the Exercise Option to purchase all the Underlying Shares without any conditions (other than those contemplated by this Agreement, which need not be stated in any such Exercise Option Notice).

  • It is agreed and understood that by the end of the Exercise Option Period, the SPE Shareholders shall have exercised the Exercise Option.

  • The Option Notice shall state the election of the SPE Shareholders to exercise the Call Option to purchase all (but not less than all) the Non-SPE Shares (the “Call Shares”) without any conditions (other than those contemplated by this Agreement, which need not be stated in any such Option Notice).

  • Unless otherwise agreed by the Parties, the closing of the purchase of the Offered Shares by the SPE Shareholders or the other Non-SPE Shareholders, as applicable, under this Section 3 shall take place at 1:00 p.m. local time at the registered office of ____________ (or such other location as may be agreed by the Parties) on the 10th Business Day after the last of any necessary Approvals has been received.

  • Without limiting the foregoing, the Company and the Non-SPE Shareholders agree that the SPE Shareholders may reasonably cause the Company and its subsidiaries to adopt policies and procedures that reflect the requirements of and/or best practices under applicable Anti-Bribery Laws.

  • Any time during the Exercise Option Period, the SPE Shareholders may exercise the Exercise Option by delivering a written notice (an “Exercise Option Notice”) to the Optionholders and the Company by no later than the last day of the Exercise Option Period.

  • If the SPE Shareholders elect to exercise the Call Option, they shall do so by delivering a written notice (an “Option Notice”) to the Non-SPE Shareholders by no later than the last day of the Call Option Period.

Related to SPE Shareholders

  • 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.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Company Shareholder means a holder of Company Shares.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.