Holdco Shares definition

Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

Holdco Shares means common shares in the capital of a Qualifying Holdco;

Holdco Shares means the Class A Shares originally issued to or hereafter acquired by any Holdco Group Member.

Examples of Holdco Shares in a sentence

• Each Party will advise the other Party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Holdco Shares issuable in connection with the Acquisition and the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.

• At Closing, the Holdco Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable ordinary shares of Holdco, free and clear of all claims, liens and encumbrances, other than restrictions arising under applicable securities laws.

• Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in ARTICLE VII of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Holdco Shares contemplated hereby (the “Rollover Closing”) shall take place immediately prior to the Closing.

• In consideration for the contribution, assignment, transfer and delivery of each Rollover Shareholder’s Rollover Shares to Holdco pursuant to Section 2.1 of this Agreement, Holdco shall issue Holdco Shares in the name of such Rollover Shareholder (or, if designated by such Rollover Shareholder in writing, in the name of an Affiliate of such Rollover Shareholder) of the class and in the amount set forth opposite such Rollover Shareholder’s name under the column titled “Holdco Shares” on Schedule A hereto.

• The Rollover Shareholder hereby acknowledges and agrees that (a) delivery of such Holdco Shares shall constitute complete satisfaction of all obligations towards or sums due the Rollover Shareholder by Holdco, Parent and Merger Sub in respect of the Rollover Shares held by the Rollover Shareholder and cancelled pursuant to Section 3.1 above, and (b) the Rollover Shareholder shall have no right to any Merger Consideration in respect of the Rollover Shares held by the Rollover Shareholder.

More Definitions of Holdco Shares

Holdco Shares means all issued and outstanding shares of any particular Holdco;

Holdco Shares has the meaning ascribed to it in the Recitals.

Holdco Shares the ordinary shares of US$0.0001 nominal value each in the capital of Holdco;

Holdco Shares means the newly issued equity securities of Holdco.

Holdco Shares means the shares of common stock, par value $0.01 per share, of HoldCo.

Holdco Shares means, collectively, the Holdco Class A Shares and the Holdco Class B Shares. “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. “IAS” means the International Accounting Standard.

Holdco Shares has the meaning set forth in Section 2.10(b)(i).