Secondary Shares has the meaning given to that term on page 1 of this Agreement;
Secondary Shares means (a) the Ordinary Shares resulting from the conversion of the Conversion Secondary Shares into Ordinary Shares pursuant to the relevant Deed of Amendment and (b) the Non-Conversion Secondary Shares.
Secondary Shares means the number of Class A Shares or shares in the Operating Company that the Managing Shareholders Transfer to the Non-Managing Shareholder or via share placements to the open market during the two-year period commencing immediately after the Settlement pursuant to the terms of this Agreement, which number of shares, for each Managing Shareholder, shall not exceed the product of (x) the Percentage Interest of such Managing Shareholder immediately prior to Settlement as a proportion of the aggregate Percentage Interest of all Managing Shareholders immediately prior to Settlement and (y) the difference between (i) 7.8% (seven point eight percent) of the issued and outstanding Class A Shares of the Company calculated as of the date of Settlement and (ii) the number of Class A Shares sold by the Managing Shareholders in the Offering (assuming full exercise by the underwriters of the overallotment option to purchase Class A Shares from the Managing Shareholders) (the “Individual Secondary Cap”); provided that for purposes of determining the Individual Secondary Cap, each share of the Operating Company (or its successor entity which is a majority owned subsidiary of the Company) Transferred as a Secondary Share by any Managing Shareholder shall be multiplied by the IPO Exchange Ratio as defined in that certain IPO Structuring Agreement entered into by the parties on or around the date of this Agreement, with the product representing the number of Class A Shares Transferred as Secondary Shares by the applicable Managing Shareholder.
Examples of Secondary Shares in a sentence
The Secondary Shares have been duly authorized and validly issued and are fully paid and nonassessable.
The Secondary Shares are validly issued, fully paid and non-assessable.
The Secondary Shares are validly issued, fully paid and nonassessable.
The Secondary Shares have been duly authorized and validly issued and are fully paid and non-assessable.
These variables comprise data from 609 observations, which were the final amount after the shortfall discussed in chapter 5.
More Definitions of Secondary Shares
Secondary Shares means the Common Shares, if any and in aggregate, set forth on Schedule 1 (as such Schedule may be amended from time to time).
Secondary Shares means Shares sold by the Selling Stockholders in the Company’s IPO.
Secondary Shares means the shares of Common Stock issuable upon the Closing of the second tranche as contained in Section 2.7 below.
Secondary Shares means, with respect to any Selling Stockholder, the aggregate number of shares of Common Stock to be sold by such Selling Stockholder hereunder set forth on such Selling Stockholder’s Joinder (if any) (as adjusted for stock splits, combinations and the like occurring after the date hereof and not otherwise contemplated by the applicable parties in connection with the transactions contemplated hereby) and “Shares” shall mean the Company Shares and Secondary Shares. In addition, for purposes hereof, “Qualified IPO” shall mean the issuance and sale of shares of the Common Stock by the Company, pursuant to an Underwriting Agreement to be entered into by and among the Company and certain underwriters (the “Underwriters”), in connection with the Company’s initial public offering pursuant to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”), as amended (the “Registration Statement”) and/or any related registration statements (the “Underwriting Agreement”).
Secondary Shares shall have the meaning contained in Section 5.1(a)(viii).
Secondary Shares means shares of Common Stock sold in the IPO to the extent the proceeds thereof are either paid to holders of Common Shares as consideration in the Merger or used to redeem shares of Redeemable Class A Common Stock after the Effective Date.
Secondary Shares means the Shares and any other shares of Common Stock that have been transferred as consideration in connection with acquisitions by the Company.