On the First Closing Date, the First Closing Shareholders will sell and Buyer will purchase the First Tranche Shares for the First Tranche Purchase Price as hereinafter provided (“First Closing”).
Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;
First Closing has the meaning set forth in Section 2.1(a).
Principal Shareholders means, collectively, Wxxxxxx Xxxxxx, Jxxx Xxxxxx and Dxxxx Xxxxxx.
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Second Closing has the meaning set forth in Section 2.2.
Existing Shareholders has the meaning set forth in the preamble.
Target Shareholders means the holders of Target Shares;
Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.
Major Shareholders Means a person who has an interest or interests in one or more
Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).
Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.
Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean 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.
Existing Stockholders means the WCAS Securityholders and their Affiliates.
Selling Shareholder has the meaning set forth in Section 3.04(a).
Third Closing shall have the meaning ascribed to such term in Section 2.1(c).
Preferred Shareholders means the holders of Preferred Shares.
Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any
Ordinary Shareholders means holders of Ordinary Shares.
Subsequent Closing has the meaning set forth in Section 3.2.
Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.
Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.
Initial Shareholder means any beneficial owner of the Company’s unregistered securities.