Additional Common Stock means shares or other securities issued in respect of the Ordinary Shares (and following the Re-domiciliation, the shares of Common Stock) by reason of or in connection with any stock dividend, stock distribution, stock split or similar issuance.
Admission Date means the date on which the Common Stock is admitted to trading on the New York Stock Exchange.
Affiliate means, in relation to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, and control (including the terms controlled by and under common control with), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise; provided, that in the case of the Company, the term Affiliate shall not include portfolio companies of the Persons that control the Holders or any of their respective controlled Affiliates.
Business Combination Agreement means that certain Business Combination Agreement, dated as of September 2, 2019, by and among the Company, APi Group, Inc., a Minnesota corporation, and the other signatories thereto.
Business Day means a day, other than a Saturday or Sunday or public holiday in New York on which, in any such case, banks are open in New York for general commercial business.
Commission means the Securities and Exchange Commission, or any successor regulatory body.
Common Stock means the common stock (par value $0.0001 per share) of the Company into which each Ordinary Share will be converted into upon the Re-domiciliation.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder.
Excluded Registration means (a) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to an equity incentive, stock option, stock purchase, or similar plan; (b) a registration relating to an SEC Rule 145 transaction; (c) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Shares; (d) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; and/or (e) a registration relating to the Companys Re-domiciliation.
FINRA means the Financial Industry National Regulatory Agency.
Form S-3 means the Form S-3 to be filed with the Commission and shall include any successor or similar form to such form under the Securities Act subsequently adopted by the Commission.
Governmental Authority means any supra-national, national, state, municipal or local government (including any subdivision, court of competent jurisdiction, regulatory or administrative agency or commission or other authority thereof), stock exchange, arbitral body or self-regulatory organization exercising any regulatory, taxing, importing or any other governmental authority.
Ordinary Shares means the ordinary shares (of no par value) of the Company.