Bound Shares definition

Bound Shares means the Shares held individually by each one of the Stockholders, as indicated in Appendix I, and all such shares as (a) come to be subscribed as a result of the right of preference relating to the Bound Shares, whether for subscription of new Shares or securities (or securities convertible into Shares or which enable the subscription of new Shares), or (b) are issued by reason of a bonus, reverse split or split of the Bound Shares.

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Bound Shares has the meaning set forth in Section 3.1.

Bound Shares means all the shares issued by the Company that are held by the Founding Shareholders at any time, and, also, all rights inherent in such shares, including bonus shares or subrogated shares as a result of corporate restructuring of any kind, according to future shareholding structure identified in Exhibit I, which shall be effective after the Share Merger is implemented, once the conditions precedent laid down in the Share Merger Agreement are met.

Examples of Bound Shares in a sentence

• In the event that Neeleman intends to transfer a portion of the Bound Shares, he shall notify TRIP’s Shareholders.

• In the event that TRIP’s Shareholders intend to transfer a portion of the Bound Shares, they shall notify Neeleman.

• All and any transactions involving direct or indirect Transfer of Bound Shares in the Company must obey the provisions of this Clause 5 and the applicable law.

• Subject to the provisions of Clause 4.3.3, the quorum for decision to define the representative and orientation of the vote to be given in the Prior Meeting by the Block A Stockholders, as specified in this Clause, shall be a majority of the Bound Shares held by the Stockholder members of Block A.

• Each one of the Stockholders and Consenting Parties warrants that it is the legitimate owner of the number of Bound Shares, or (as the case may be) of Shares, identified in APPENDIX I, and that these shares are (as the case may be, and except as specified in this Agreement) free of and unencumbered by any legal or extrajudicial burden, lien, charge, pending matter or proceedings, or debts or restrictions of any type, on their free transfer (“Encumbrances”).

• Any Other Resolution shall be deemed approved in a Previous Meeting upon the favorable vote of holders of at least fifty one percent (51%) of the Bound Shares held by the Parties present at the relevant Previous Meetings.

• For the approval of any matter, the affirmative vote of stockholders representing at least 50.01% (fifty point zero one per cent) of the Bound Shares shall be required (subject to the provision of Clause 4.2(j)).

• Exhibit I hereto sets forth each Key Shareholder’s respective ownership of Bound Shares as of the date of this Agreement.

• In case of absence of the Chairman of the Board of Directors or of the Person it appoints, the Parties present at the relevant Previous Meeting shall appoint the Chairman of the Previous Meetings by a majority vote of the Bound Shares.

• Any Transfer of Bound Shares and/or Rights contrary to the provisions of this Section 7 shall be deemed null and void and ineffective, and the Company shall refrain from registering any such Transfer on its books and records.

More Definitions of Bound Shares

Bound Shares shall have the meaning ascribed to it in Section 4.1.

Bound Shares means in respect of each of Cosan and Shell (subject to Clauses 27.4.4(e) and 27.5.4(e)): (a) the number of ordinary shares in the capital of the Downstream Co that is equal to the aggregate of 4,496,786,292, less the number of Unbound Shares which are ordinary shares held by Cosan or Shell (as applicable) in the capital of the Downstream Co at the Termination Announcement Date; and (b) any new Shares issued to Cosan or Shell (as applicable) by the Downstream Co following the IPO, including pursuant to any share splits of existing Bound Shares or share subscriptions (unless otherwise agreed to in writing in advance by the Cosan Shareholder Representative and the Shell Shareholder Representative), provided that in the case of each of (a) and (b), the Bound Shares shall not include any Unbound Shares;

Bound Shares has the meaning ascribed to it in Clause 2;

Bound Shares means the ordinary shares representing the share capital of the COMPANY held by the Parties, as set out in Appendix 1.1 of this Shareholders' Agreement. Also included in the definition of Bound Shares are ordinary shares (i) subscribed as a result of preference rights relating to Bound Shares (whether for the subscription of shares or securities/titles convertible into shares of the COMPANY or that permit the subscription of shares in the COMPANY), except for unsubscribed shares, or (ii) received as a result of a bonus, split or reverse split of Bound Shares. In addition, the common shares of the Parties that come to be linked to the Shareholders’ Agreement will be part of the definition of Bound Shares under the terms of sub-clause 8.6.2 (iii). For all purposes and effects of this Shareholders' Agreement, the common shares held by the shareholders on this date that are not part of Attachment 1. 1, nor those (i) subscribed as a result of preemptive rights relating to these common shares (whether for the subscription of shares or securities/title convertible into COMPANY shares or that permit the subscription of COMPANY shares), (ii) subscribed as a result of the right to subscribe to surplus capital increases (or the issue of securities or securities convertible into COMPANY shares or that permit the subscription of COMPANY shares) due to the ownership of said common shares, (iii) received as a result of a bonus, grouping or split of said common shares, (iv) acquired from third parties not signatory to this Shareholders' Agreement, or (v) acquired from Parties that are not Bound Shares at the time of such disposal. Annex 1.1 of this Shareholders' Agreement shall be revised whenever the Shareholding Control can be exercised in different number of ordinary shares established herein, always ensuring that the rights and duties set forth herein are preserved in the form established herein.