Charge over Shares in KEI means the English law governed charge over shares in KEI dated on or about the date of this Agreement between KEO and the Security Agent.
Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.
Rollover Shares has the meaning given in the recitals.
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
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.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Shareholder Debt means any shareholder loan made to the Issuer as debtor, if such loan:
Initial Stock Loan Rate means, in respect of an Underlying Equity (in the case of Equity Linked Notes) or a security/commodity comprised in an Index (in the case of Index Linked Notes), the Initial Stock Loan Rate specified in relation to such Underlying Equity, security or commodity in the applicable Final Terms.
Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.
Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.
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.
Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.
Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.
Amalco Shares means the common shares in the capital of Amalco;
ASA Shares has the meaning set forth in 2.4(a).
Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;
Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Pubco Shares means the 15,000,000 fully paid and non-assessable common shares of Pubco, to be issued to the Selling Shareholder by Pubco on the Closing Date;
Subco Shares means the common shares in the capital of Subco;
Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.
Existing Shareholders has the meaning set forth in the preamble.
Flip-over Stock means the capital stock (or similar equity interest) with the greatest voting power in respect of the election of directors (or other persons similarly responsible for direction of the business and affairs) of the Flip-Over Entity.
Newco Shares means the common shares in the capital of Newco;
Original Shares means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder or affiliated funds on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.
Class A Shareholder means a holder of Class A Shares;