Backstop Tender Shares definition

Backstop Tender Shares means, with respect to each VC Shareholder, a number of Shares equal to the Backstop Tender Amount, multiplied by a fraction, the numerator of which is such VC Shareholder’s Remaining Shares and the denominator of which is the aggregate Remaining Shares (together with the aggregate Remaining Shares (as defined in the other Tender and Support Agreements));
Backstop Tender Shares means, with respect to the VC Shareholder, a number of Shares equal to the Backstop Tender Amount, multiplied by a fraction, the numerator of which is such VC Shareholder’s Remaining Shares and the denominator of which is the aggregate Remaining Shares (together with the aggregate Remaining Shares (as defined in the other Tender and Support Agreements));

Related to Backstop Tender Shares

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

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

  • 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.

  • Lock-Up Securities has the meaning assigned to such term in Section 3.5.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Class A Shares means Class A ordinary shares, par value US$0.0001 per share, in the share capital of the Company.

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • Public Shares means 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.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Unsubscribed Shares means the Rights Offering Shares that have not been duly purchased by the Rights Offering Participants in accordance with the Rights Offering Procedures and the Plan.

  • Qualifying Warrants means net share settled warrants to purchase Common Stock that have an exercise price greater than the current Market Value of the issuer’s Common Stock as of their date of issuance, that do not entitle the issuer to redeem for cash and the holders of such warrants are not entitled to require the issuer to repurchase for cash in any circumstance.

  • Qualified shares means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to count votes either knows, or under subsection 4 is notified, are held by:

  • Amalco Shares means the common shares in the capital of Amalco;

  • Class C Shares means the shares of Class C common stock of the Company.

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Series A Shares means the series A redeemable convertible preferred shares, par value US$0.0001 per share, of the Company.

  • Class B Warrants means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto.

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.

  • Class B Shares means the Class B ordinary Shares in the capital of the Company of $0.0001 nominal or par value designated as Class B Shares, and having the rights provided for in these Articles.

  • Investor Shares shall have the meaning given in the Recitals hereto.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Specified Shares means all or, as the case may be, some of the shares specified in a disclosure notice;