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

  • The failure of the SPE Shareholders to respond within such 30-day period shall be deemed to be a waiver of their rights to purchase the Offered Shares.

  • In addition, our logistics and other supply chain-related costs have increased due to the COVID-19 pandemic.

  • The SPE Shareholders and the Non-SPE Shareholders shall direct their respective depository participants not to accept any instruction slip or delivery slip or other authorization for transfer contrary to the terms of this Agreement.

  • Any such off-set or payment direction shall be made in good faith and only if the SPE Shareholders have delivered to the Non-SPE Shareholders a reasonably detailed notice of the basis for such off-set or payment direction, at least three Business Days prior to the due date for payment of such amount.

  • It is agreed and understood that by the end of the Exercise Period, the SPE Shareholders shall have submitted an Exercise Notice to purchase all of the Underlying Shares.

  • In the event that the SPE Shareholders do not exercise the Call Option during the Call Option Period or fail to acquire all the Non-SPE Shares from the Non-SPE Shareholders pursuant to the Call Option, then the Non-SPE Shareholders shall be entitled to sell and transfer their Shares to any Person they deem fit (other than a Non-Permitted Transferee) without following the process set out in Section 3.2 (for sake of clarity, Section 3.1 shall still apply).

  • At any time during the Exercise Period, the SPE Shareholders may purchase the Underlying Shares by delivering a written notice (an “Exercise Notice”) to the Underlying Shares Sellers and the Company by no later than the last day of the Exercise Period.

  • In addition, the SPE Shareholders shall be entitled to receive, and the Non-SPE shareholders shall direct that the Company shall pay on a pro rata basis to the SPE Shareholders or the escrow agent, as applicable, any such unrecouped claim for Losses on the same basis as set forth above, and the Non-SPE Shareholders shall be deemed to waive their rights to such dividends.

  • No Shareholder shall have any obligation or commitment to make any Capital Contributions or otherwise provide funds to the Company, except that if the Company proposes to raise Share Capital through a preferential allotment in favour of the SPE Shareholders and/or otherwise, the Non SPE-Shareholders shall not oppose such proposal and shall exercise the voting of their Shares to approve such preferential allotment.

  • 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).

Related to SPE Shareholders

  • Company Shareholders means holders of Company Shares.

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Preferred Shareholders means the holders of Preferred Shares.

  • 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 Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Existing Shareholders means the officers, directors and shareholders of the Company prior to the Offering; (c) “Initial Ordinary Shares” shall mean all of the Ordinary Shares owned by an Existing Shareholder prior to the Offering (and shall include any Ordinary Shares issued as dividends with respect to such shares); (d) “Public Shareholders” shall mean the holders of securities issued in the Offering; (e) “Trust Account” shall mean the trust account established for the benefit of the Public Shareholders into which a portion of the net proceeds of the Offering will be deposited; and (f) the “Extended Period” shall mean the additional 12-month period to approve a Business Combination as more specifically described in the Registration Statement.

  • Independent Shareholders means holders of outstanding Voting Shares, excluding (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or Associate of any Acquiring Person or Offeror, (iv) any Person acting jointly or in concert with any Acquiring Person or Offeror, and (v) any employee benefit plan, share purchase plan, deferred profit sharing plan or trust for the benefit of employees of the Corporation or a wholly-owned Subsidiary of the Corporation (unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be deposited or tendered to a Take-Over Bid, in which case such plan or trust shall be considered to be an Independent Shareholder).

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “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 Exchange Act, 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).

  • Target Shareholders means the holders of Target Shares;

  • Scheme Shareholders means the registered holders of Scheme Shares at the relevant time.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Selling Shareholders has the meaning given to such term in the Preamble to this Agreement;

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Preferred Shareholder means any holder of Preferred Shares.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Ordinary Shareholders means the holders of Ordinary Shares;

  • 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.

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • 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 all outstanding classes 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.