Pro Rata Repurchases means any purchase of Shares by the Company or any Affiliate thereof pursuant to (i) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (ii) any other offer available to substantially all holders of Shares, in the case of both (i) or (ii), whether for cash, Shares or other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property, or any combination thereof, effected while this Warrant is outstanding. The effective date of a Pro Rata Repurchase shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer that is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a tender or exchange offer.
Registration Rights Agreement means the Registration Rights Agreement attached hereto as Exhibit E.
Securities Act means the U.S. Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.
Shares means the class A ordinary shares in the capital of the Company (i.e., Shares A).
Share Equivalents has the meaning set forth in Section 3(a).
Subsidiary means any Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by the Company or any other Subsidiary of the Company, (ii) the Company or any other Subsidiary of the Company is entitled, directly or indirectly, to appoint a majority of the board of directors or comparable body of such Person or (iii) the Company or any other Subsidiary of the Company is a general partner.
Tax Distributions means any distributions of cash made by the Company determined by reference to taxes.
Transfer means, with respect to this Warrant or any Shares, (a) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Warrant or Shares or any participation or interest therein, whether directly or indirectly, or to agree or commit to do any of the foregoing, and (b) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation or other transfer of such Warrant or Shares or any participation or interest therein, or any agreement or commitment to do any of the foregoing, including in each case through the Transfer of any Person directly holding such Warrant or Shares or any interest in such Person. For the avoidance of doubt, any transfer of shares or other securities of the Holder or of any of its Affiliates or Change of Control with respect to the Holder or any of its Affiliates shall not be deemed, in and of itself, to be a Transfer.
Warrant has the meaning set forth in the Preamble.
Warrant Exercise Period has the meaning set forth in Section 1.