Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Unsubscribed Shares means the Rights Offering Shares that have not been duly purchased by the Rights Offering Participants in accordance with the Rights Offering Procedures and the Plan.
Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.
Purchaser Shares means the common shares in the capital of the Purchaser.
Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
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.
Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.
Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.
Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.
Acquired Shares has the meaning set forth in the Recitals.
Amalco Shares means the common shares in the capital of Amalco;
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
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.
Backstop Parties means, collectively, the Initial Backstop Parties and the Additional Backstop Parties.
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.
Purchased Shares has the meaning set forth in Section 2.01.
Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.
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).
Selling Shareholder has the meaning set forth in Section 3.04(a).
Subco Shares means the common shares in the capital of Subco.
Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.
Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.
Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.