Purchased Shares has the meaning set forth in Section 2.01.
Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.
Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.
Consideration Shares shall have the meaning set forth in Section 2.7(c).
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.
Participating Shares means shares that entitle their holders to participate without limitation in distributions.
Released Securities means Shares of Restricted Stock with respect to which all applicable restrictions have expired, lapsed, or been waived.
Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.
Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.
Approved Share Plan means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee, officer, director or advisers for services provided to the Company in their capacity as such.
IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.
Restricted Share Units means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.
Offer Shares means the Hong Kong Offer Shares and the International Offer Shares being offered at the Offer Price under the Global Offering;
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.
Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.
Minimum Offering Notice means a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.
Offering Notice has the meaning set forth in Section 3.1(a).
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Private Placement Shares shall have the meaning given in the Recitals hereto.
Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).
Restricted Shares shall have the respective meanings set forth in Section 2.14.
Vested Shares means "Vested Shares" as defined in the Award Agreement.
10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).
Restricted Share Award means an award of Ordinary Shares which is granted pursuant to the terms and conditions of Section 6(a).
Restricted Share Agreement means the agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Shares.
Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.