![]() Sold Shares shall have the meaning specified in Section 6. Purchaser Shares means the common shares in the capital of the Purchaser.Ĭompany Shares has the meaning set forth in the Recitals. ![]() Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.īuyer Shares means the common shares in the capital of the Buyer. Owned Shares means the Company Common Shares Beneficially Owned by the Shareholder as of the applicable record date (including any Company Common Shares that the Shareholder may acquire after the date hereof) for which the Shareholder has sole voting power.Īmalco Shares means the common shares in the capital of Amalco Newco Shares means the common shares in the capital of Newco Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof. ![]() Net Shares In respect of any Option exercised or deemed exercised, a number of Shares equal to (i) the Option Entitlement on the Conversion Date multiplied by (ii) the sum of the quotients, for each Valid Day during the applicable Settlement Averaging Period for such Option, of (A) the VWAP Price on such Valid Day less the Strike Price, divided by (B) such VWAP Price, divided by (iii) the number of Valid Days in such Settlement Averaging Period provided, however, that if the calculation contained in clause (A) above results in a negative number, such number shall be replaced with the number “zero”. New Shares means ordinary or common shares, whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party, that are, or that as of the Merger Date are promptly scheduled to be, (i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member of state of the European Union) or on another exchange acceptable to the Issuer and (ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.Ĭoop Shares Shares issued by a Cooperative Corporation. Shareholder Shares means all Shares and all other securities in the capital of Xxxxxx including, but not limited to, Options, SDRs, owned by the Shareholder, including (i) all Shares issuable upon the exercise of Options, SDRs, owned by the Shareholder (ii) all Shares underlying SDRs owned by the Shareholder and (iii) all securities of Xxxxxx or of any holding body corporate for securities issued by Xxxxxx, issued or acquired in lieu of or in replacement for or in consideration of all or any of such Shares, Options, SDRs or any interest in the Shareholder, all of which is set forth in Schedule B
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