Share Charge shall have the meaning provided in Section 5.06.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Relevant Share Capital means the relevant share capital of the Company (as that expression is defined in Section 67(2) of the 1990 Act);
Shares Pledge means the first priority pledge of the shares of and in each Borrower to be executed by the Shareholder in favour of the Security Trustee in such form as the Agent and the Majority Lenders may require in their sole discretion and in the plural means all of them;
equity share capital means, in relation to a company, its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution;
Hire Charge or “Hire Charges” means the rates and charges payable by You for the hire of the Equipment.
Paid-up share capital means the paid-up share capital as defined in Section 2 of the Companies Act, 2013.
BVI means the British Virgin Islands.
Share Consideration has the meaning given to it in Section 2.2;
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.
Subco Shares means the common shares in the capital of Subco.
Ordinary Share Capital means any issued and outstanding shares of the Company with voting or other rights of management and control and any outstanding securities of the Company that are convertible into such shares at the option of the holder;
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Topco has the meaning set out in the Preamble;
Share Company means the Share Company specified in the Table.
Share Certificate means a certificate evidencing ownership of shares of Common Stock.
Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016 as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;
Ordinary Shareholder means a holder of ordinary shares;
UK Debenture has the meaning assigned to that term Section 5.1(b).
Voting Share Capital means the total voting equity share capital of the Target Company on a fully diluted basis expected as of the 10th (Tenth) Working Day from the closure of the Tendering Period for the Offer.
Lock-Up Shares has the meaning set forth in Section 4.1.
Charged Shares has the meaning assigned thereto in the definition of Charged Property;