Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.
Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.
Original Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.
Full Entitlement Share(s) shall have the respective meanings set forth in Section 2.12.
Exchange and Registration Rights Agreement means (i) the Exchange and Registration Rights Agreement dated the Issue Date among the initial purchasers named therein and the Company, as the same may be amended, supplemented or modified from time to time and (ii) any similar exchange and/or registration rights agreement entered into with respect to any Additional Securities, as any such agreement may be amended, supplemented or modified from time to time.
Registration Rights Agreement means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B attached hereto.
Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.
Exempt Transfer means, in relation to shares held by a member:
Cooperative Stock Certificate With respect to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.
Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.
New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Newco Shares means the common shares in the capital of Newco;
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Purchased Shares has the meaning set forth in Section 2.01.
Subco Shares means the common shares in the capital of Subco.
Pro Rata Rights Agreement means a written agreement between the Company and the Investor (and holders of other Safes, as appropriate) giving the Investor a right to purchase its pro rata share of private placements of securities by the Company occurring after the Equity Financing, subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities to (2) the total number of shares of outstanding Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities.
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.
Founders’ Shares means 1,000 shares with a par value of $1 per share, 500 of which were issued to MACRO Securities Depositor, LLC and 500 of which were issued to Claymore Securities, Inc., in exchange for the Initial Deposit.
Coop Shares Shares issued by a Cooperative Corporation.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Additional Shares shall have the meaning specified in Section 14.03(a).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Private Placement Shares shall have the meaning given in the Recitals hereto.
Payment Shares has the meaning set forth in Section 2.02;