Borrower means the Borrower under the Finance Contract, Spire Global Luxembourg S.à.r.l., a company incorporated in Luxembourg and a wholly owned Subsidiary of the Company.
Business Day means a day (other than a Saturday or Sunday) on which the Original Warrantholder and commercial banks are open for general business in Luxembourg and New York.
Carve Out Stock has the meaning set out in the Articles.
Change-of-Control Event means:
| ||(a) || |
any person or group of persons acting in concert gains Control of the Borrower or the Company or of any entity directly or ultimately Controlling the Borrower or the Company;
| ||(b) || |
the Majority Shareholders (as defined in the Finance Contract) cease to control the Company and the Borrower, or be the beneficial owner directly or indirectly through wholly owned subsidiaries of more than 50% (fifty per cent) of the issued share capital of the Company and the Borrower; or
| ||(c) || |
the Company ceases to control 100% (one hundred per cent) of the issued capital of the Borrower.
Common Shares means the shares of common stock of the Company, par value $0.0001 per share.
Company Share Sale means a sale, assignment, transfer or other disposal of all (or substantially all) of the issued share capital in the Company.
Completion means the issuance of Warrants in favor of the Original Warrantholder and the subscription by the Original Warrantholder of the Warrants.
Control means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise, and, for the avoidance of doubt, owning more than 50% (fifty per cent) of the shares of an entity would constitute Control. Controlling has the corresponding meaning.
Debt Repayment Event means a prepayment or repayment of any principal amount due in respect of a Loan, whether on a voluntary or compulsory basis.
Directors or Board of Directors means the directors or the board of directors of the Company from time to time.
Distribution means any dividend, distribution, payment or benefit of any kind given by the Company to its Shareholders (in their capacity as shareholders) after the date of this Agreement of its assets, profits, reserves or capital.
Encumbrance means any encumbrance, debenture, mortgage, blocking order, court decision, court order, leases, subleases, preliminary agreements on the conclusion of subleases, arrest, execution order, order preventing the sale of any assets, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention or any other agreement or arrangement the effect of which is the creation of security, or any other interest, equity or other right of any person (including any right to acquire, option, right of first refusal or right of pre-emption), or any agreement or arrangement to create any of the same.
EUR means the lawful currency of the Member States of the European Union which adopt or have adopted it as their currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning of the European Union or their succeeding treaties.
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