Time-share estate means a right to occupy a condominium unit or any of several condominium units during 5 or more separated time periods over a period of at least 5 years, including renewal options, coupled with a freehold estate or an estate for years.
Time share means either a time-share estate or a time-share use plus its incidental benefits;
Time-share unit means a condominium unit in which a time-share estate or a time-share license exists.
Share Sale means the sale of (or the grant of a right to acquire or to dispose of) any of the shares in the capital of the Company (in one transaction or as a series of transactions) which will result in the purchaser of those shares (or grantee of that right) and persons Acting in Concert with him together acquiring a Controlling Interest in the Company, except where following completion of the sale the shareholders and the proportion of shares held by each of them are the same as the shareholders and their shareholdings in the Company immediately prior to the sale;[“Significant Transaction” means any transaction or series of transactions involving a transfer or licensing of some or all of the rights in relation to some or all of the assets of the Company, including without limitation licensing agreements and business and asset sale and purchase agreements pursuant to which the net payment(s) to the Company is at least £[insert];] [Note: to include for a Special Dividend][“Special Dividend” has the meaning set out in Article 4.13;] [Note: include if required]
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
ASA Shares has the meaning set forth in 2.4(a).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.
Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Consideration Shares has the meaning ascribed thereto in Section 2.2.
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.
Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).
Company Shares means the common shares in the capital of the Company;
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.
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.
Rollover Shares has the meaning given in the recitals.
Acquired Shares has the meaning set forth in the Recitals.
Subco Shares means the common shares in the capital of Subco;
Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.
Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.
Fully Diluted Shares means, at any time of determination, the number of shares of common stock of the applicable entity outstanding at such time, plus the number of shares of issuable upon exercise or conversion or otherwise pursuant to any in-the-money common stock equivalents of such entity outstanding at such time.
Newco Shares means the common shares in the capital of Newco;