TopCo Shares definition

TopCo Shares means, collectively, the TopCo Class A Shares, the TopCo Class B Shares and the TopCo Class C Shares;

TopCo Shares means ordinary shares of a par value of USD 0.00001 each in the capital of Topco.

TopCo Shares means the A ordinary shares, par value $0.00001 per share, of Topco.

Examples of TopCo Shares in a sentence

• Rollover Holder is an “accredited investor” (as such term is defined in Rule 501 promulgated under the Securities Act), is sophisticated in financial matters, is able to evaluate the risks and benefits of the investment in the shares of TopCo, and has determined that an investment in the TopCo Shares is suitable for Rollover Holder based upon Rollover Holder’s financial situation and needs as well as based on Rollover Holder’s other securities holdings.

• TopCo shall not be required (i) to transfer on its books any TopCo Shares which shall have been transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as owner of such TopCo Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such TopCo Shares shall have been so transferred.

• Rollover Holder represents and warrants that Rollover Holder has read and reviewed the Stockholders Agreement, and is aware of the rights, restrictions and obligations applicable to the TopCo Shares thereunder.

• Rollover Holder understands that TopCo may never register the TopCo Shares under Section 12 of the Exchange Act, and may never make publicly available the information specified in Rule 144.

• Rollover Holder understands at the present time Rule 144 promulgated under the Securities Act by the Securities and Exchange Commission (“Rule 144”) is not applicable to sales of the TopCo Shares because they are not registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and there is not publicly available information concerning TopCo as specified in Rule 144.

More Definitions of TopCo Shares

TopCo Shares means Ordinary Shares or any other shares in the capital of TopCo.

TopCo Shares means ordinary shares of a par value of USD 0.00001 each in the capital of Topco. “Transaction Announcement” has the meaning set forth in Section 7.13.

TopCo Shares means ordinary shares in TopCo;

TopCo Shares means the ordinary shares, nominal value 0.12 per share, of TopCo.

TopCo Shares means the A ordinary shares with a nominal value of USD 0.00001 per share in the capital of Topco, each a "Topco Share".

TopCo Shares means the issued and outstanding shares in Topco.

TopCo Shares means the non-voting A ordinary shares of £1.00 each in the capital of Topco; Transaction Documents means this Agreement, the Disclosure Letter, the SpinVox Agreement, the Purchaser Share Offer, the Purchaser Drag Notice, the Topco Drag Notice and any other documents in Agreed Form and Transaction Document means any one of them; US GAAS means United States Generally Accepted Auditing Standards;