Share Charge shall have the meaning provided in Section 5.06.
Share Company means the Share Company specified in the Table.
Crown means the government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Executive and the National Assembly for Wales), including, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies from time to time carrying out functions on its behalf;
BVI means the British Virgin Islands.
Topco has the meaning set forth in the Preamble.
Equity Share Capital means the total issued and paid-up equity share capital of the Company, calculated on a Fully Diluted Basis.
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;
Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;
SCA means Security Capital Assurance Ltd, a Bermuda limited liability company.
Holdco has the meaning set forth in the Preamble.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.
Ordinary Shareholders means the holders of Ordinary Shares;
Relevant Share Capital means the relevant share capital of the Company (as that expression is defined in Section 1047 of the 2014 Act);
Callco has the meaning ascribed thereto in the introductory paragraph;
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”):
Parent Ordinary Shares means the ordinary shares, no par value per share, of Parent.
HKFE means the Hong Kong Futures Exchange Limited;
Amalco Common Shares means the common shares in the capital of Amalco;
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.
Ordinary Shareholder means a holder of ordinary shares;
HK$ Hong Kong dollars, the lawful currency of Hong Kong;
Subco means 0961994 B.C. Ltd., a company existing under the laws of the Province of British Columbia;