Standstill Cap definition

Standstill Cap means the hard cap limitation in the HoA whereby RTIH could not, during the specified period, subject to certain exceptions, acquire any Common Shares or securities convertible into or exercisable for Common Shares if such acquisition would result in RTIH owning more than 49.0% of the then issued and outstanding Common Shares assuming the full exercise of the Private Placement Warrants.
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Standstill Cap means, during the Standstill Period, the number shares of voting capital stock of the Company which is less than or equal to 19.9% of the outstanding shares. For the avoidance of doubt, the Standstill Cap shall only apply during the Standstill Period.
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Standstill Cap means the amount of voting securities of the Company that would cause Investor, together with Affiliates of Investor to become the beneficial owner (as this term is used in Section 13(d)(3) of the Exchange Act), directly or indirectly, of more than 49.9% of the outstanding voting securities of the Company.
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Examples of Standstill Cap in a sentence

  • For the avoidance of doubt, if the TME Securities beneficially owned by Parent, the Shareholder and their respective controlled Affiliates exceed the Standstill Cap due to the decrease in the total number of TME Securities as a result of any share repurchase, share buyback or share redemption by the Company, Parent, the Shareholder and their respective controlled Affiliates are not required to reduce their beneficial ownership of TME Securities.

  • For the avoidance of doubt, if the Spotify Securities beneficially owned by the Tencent Parties and their respective controlled Affiliates exceed the Standstill Cap due to the decrease in the total number of Spotify Securities as a result of any share repurchase, share buyback or share redemption by the Company, the Tencent Parties and their respective controlled Affiliates are not required to reduce their beneficial ownership of Spotify Securities.

  • For the avoidance of doubt, the Standstill Cap shall only apply during the Standstill Period.

  • Notwithstanding the foregoing, in no event shall the purchase of the Option Shares to be issued pursuant to the Company Option cause the number of shares of Class A Common Stock owned by Investor on the Company Option Closing Date together with any shares of Class A Common Stock underlying the Series A Convertible Preferred Share to exceed the Standstill Cap.

  • Notwithstanding the foregoing, in no event shall the purchase of the Option Shares to be issued pursuant to the Investor Option cause the number of shares of Class A Common Stock owned by Investor on the Investor Option Closing Date together with any shares of Class A Common Stock underlying the Series A Convertible Preferred Share to exceed the Standstill Cap.

Related to Standstill Cap

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Standstill Period has the meaning set forth in Section 3.1.

  • Standstill Termination Date means the earlier of (i) the first anniversary of the Board Rights Termination Date and (ii) the later of (A) the third anniversary of this Agreement or (B) the first anniversary of the date on which both the Purchaser Designated Director has resigned from the Board and the Purchaser has permanently waived and renounced the Purchaser’s Board observation rights and Board designation rights in Section 1 and Section 2 of this Agreement.

  • Term Loan Standstill Period has the meaning provided in Section 8.01(b).

  • Lockup Period has the meaning set forth in Section 2.4(d)(i).

  • Lock-up Period means the period beginning on the date hereof and continuing through the close of trading on the date that is 90 days after the date of the Prospectus (as defined in the Underwriting Agreement).

  • Lock-Up Shares has the meaning set forth in Section 4.1.

  • 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.

  • Agreement Period means the period between the Agreement Date and the Expiry Date, unless terminated earlier on the Termination Date;

  • Lock-up shall have the meaning given in Section 5.1.

  • Founder Shares Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Requisite Stockholder Approval has the meaning set forth in Section 3.2.

  • Parent Stockholder Approval means the approval of the Parent Common Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Stockholders Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Confidentiality Agreement has the meaning set forth in Section 6.3.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.

  • 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.

  • Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.

  • Confidentiality Agreements shall have the meaning set forth in Section 6.7 hereof.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.