TopCo Ordinary Shares definition

TopCo Ordinary Shares means the ordinary shares of TopCo.
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TopCo Ordinary Shares is defined in the preamble to this Agreement.
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TopCo Ordinary Shares means an ordinary share in the share capital of TopCo.
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Examples of TopCo Ordinary Shares in a sentence

  • The Parties agree that the exchange of shares in the Company for TopCo Ordinary Shares shall be carried out in the terms set out in Clause 2.1.(c) of the Business Combination Agreement.

  • Sponsor (and its assignees) shall not Transfer any TopCo Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for TopCo Ordinary Shares (including New Securities) for 365 days following the Closing Date (the “Sponsor Lock-Up Period” and, together with the Investor Lock-up Period and the Chairman Lock-Up Period, the “Lock-Up Period”).

  • Notwithstanding the foregoing, the TopCo Ordinary Shares subject to the Sponsor Lock-Up Period will be released from such restriction if TopCo Ordinary shares trade at or above a VWAP of $12.00 for ten (10) trading days during any twenty (20) trading day period commencing at least 180 days following the Closing Date.

  • At the Closing, each of the Parties agree to contribute all of their shares in the Company owned by it in exchange for TopCo Ordinary Shares (as defined in the BCA) in accordance with the BCA, including, but not limited to, Sections 2.1 and 6.27 of the BCA.

  • Notwithstanding the foregoing, the TopCo Ordinary Shares in clause (ii) are subject to early release from the Chairman Lock-up Period if TopCo Ordinary shares trade at or above a VWAP of $12.00 for ten (10) trading days during any twenty (20) trading day period commencing at least 180 days following the Closing Date.

  • Upon exercise of Converted Warrants, settlement of the underlying TopCo Ordinary Shares shall be effected through the Exchange Agent.

  • Except as set forth in the first sentence of this Section 4.3(a), immediately prior to the issuance of TopCo Ordinary Shares in accordance with this Agreement, there shall be no other shares of TopCo Ordinary Shares or other equity interests of TopCo authorized, reserved, issued or outstanding.

  • FCB shall cause TopCo to, and TopCo shall, use its best efforts to cause TopCo Ordinary Shares issuable in accordance with this Agreement to be approved for listing on Nasdaq (and Mountain shall reasonably cooperate in connection therewith), subject to official notice of issuance, as promptly as practicable after the date of this Agreement, and in any event prior to the Closing Date and to cause TopCo to satisfy any applicable initial and continuing listing requirements of Nasdaq.

  • TopCo shall promptly advise Mountain of the time of effectiveness of the Registration Statement/Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of TopCo Ordinary Shares for offering or sale in any jurisdiction, and each Party shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.

  • For the avoidance of doubt, the Parties hereby agree that the Share Consideration, Merger Consideration and other consideration mechanics in this Agreement (including Article II) shall assume a pre-money valuation of the Business of $900 million, $10.00 per share price of TopCo Ordinary Shares at the Closing, and that BP shall receive 67.95 million TopCo Ordinary Shares in exchange for the Bridgeburg Ordinary Shares owned by it pursuant to the Share Exchange at the Closing.


More Definitions of TopCo Ordinary Shares

TopCo Ordinary Shares means ordinary shares of $0.001 each (nominal value) in the capital of Topco, having the rights and being subject to the restrictions set out in the Topco Constitution.
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TopCo Ordinary Shares has the meaning set forth in the recitals.
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Related to TopCo Ordinary Shares

  • A Ordinary Shares means the ‘A’ ordinary shares of £1.00 each in the capital of the Company;

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class A Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;

  • Common Shares means the common shares in the capital of the Company;

  • Company Ordinary Shares means the shares of par value $1.00 each in the Company.

  • Common Stock means the common stock of the Company.

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Ordinary Share Capital means any issued and outstanding shares of the Company with voting or other rights of management and control and any outstanding securities of the Company that are convertible into such shares at the option of the holder;

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).

  • Ordinary Share Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares or ADSs.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Holdings Common Stock means the common stock of Holdings.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Newco Stock means the common stock, par value $.01 per share, of NEWCO.

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

  • Ordinary Shareholders means the holders of Ordinary Shares;

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • 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).

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • Ordinary Share means a Class A Ordinary Share or a Class B Ordinary Share;