Secondary Shares definition

Secondary Shares has the meaning given to that term on page 1 of this Agreement;

Secondary Shares means (a) the Ordinary Shares resulting from the conversion of the Conversion Secondary Shares into Ordinary Shares pursuant to the relevant Deed of Amendment and (b) the Non-Conversion Secondary Shares.

Secondary Shares means the number of Class A Shares or shares in the Operating Company that the Managing Shareholders Transfer to the Non-Managing Shareholder or via share placements to the open market during the two-year period commencing immediately after the Settlement pursuant to the terms of this Agreement, which number of shares, for each Managing Shareholder, shall not exceed the product of (x) the Percentage Interest of such Managing Shareholder immediately prior to Settlement as a proportion of the aggregate Percentage Interest of all Managing Shareholders immediately prior to Settlement and (y) the difference between (i) 7.8% (seven point eight percent) of the issued and outstanding Class A Shares of the Company calculated as of the date of Settlement and (ii) the number of Class A Shares sold by the Managing Shareholders in the Offering (assuming full exercise by the underwriters of the overallotment option to purchase Class A Shares from the Managing Shareholders) (the “Individual Secondary Cap”); provided that for purposes of determining the Individual Secondary Cap, each share of the Operating Company (or its successor entity which is a majority owned subsidiary of the Company) Transferred as a Secondary Share by any Managing Shareholder shall be multiplied by the IPO Exchange Ratio as defined in that certain IPO Structuring Agreement entered into by the parties on or around the date of this Agreement, with the product representing the number of Class A Shares Transferred as Secondary Shares by the applicable Managing Shareholder.

Examples of Secondary Shares in a sentence

• The Selling Stockholder shall sell to the Company, and the Company shall purchase from the Selling Stockholder, all the Repurchase Shares, under the terms and subject to the conditions hereof and in reliance upon the representations, warranties and agreements contained herein, at the Closing (as defined below), at the per share price at which the Secondary Shares are sold to the underwriter(s) through the Secondary Offering (the “Per Share Repurchase Price”).

• Upon conversion of the Preferred Shares in accordance with the terms of the Restated Charter, the Secondary Shares will be validly issued, fully paid and nonassessable.

• The price for each Repurchased Share will be the per share purchase price paid by the underwriters to the BNPP Selling Stockholder in the Secondary Offering for the Secondary Shares, pursuant to the underwriting agreement (the “Underwriting Agreement”) to be entered into by and among BNPP, the BNPP Selling Stockholder, the Company and the underwriters party thereto (the “Per Share Purchase Price”).

• Pursuant to the IPO agreement dated 24 January 2013, ZOAR Invest ApS is obligated to sell up to 104,000 Secondary Shares in relation to the Secondary Sale, and is subject to a lock-up period of 180 calendar days from the first day of Listing.

• On the date of this Agreement, the Selling Shareholder and the Underwriters shall have entered into a letter agreement (the “Letter Agreement”) setting forth certain arrangements in the event that the Secondary Shares sold to the Underwriters at the time of purchase are not delivered by the Depositary in the form of Secondary ADSs to the accounts of the Underwriters pursuant to Section 2 hereof.

More Definitions of Secondary Shares

Secondary Shares means the Common Shares, if any and in aggregate, set forth on Schedule 1 (as such Schedule may be amended from time to time).

Secondary Shares means Shares sold by the Selling Stockholders in the Company’s IPO.

Secondary Shares means the shares of Common Stock issuable upon the Closing of the second tranche as contained in Section 2.7 below.

Secondary Shares has the meaning given to it above;

Secondary Shares has the meaning attributed to it in Clause 2.1(i);

Secondary Shares means any shares (other than the Initial Shares) in the Company, of which the Chargor is or becomes the beneficial or registered owner.

Secondary Shares means the Existing Shares to be sold by the Selling Shareholders to the Underwriters;