|TRIVAGO N.V. filed this Form F-3 on 04/05/2018|
“Good Leaver” has the meaning set forth in Section 2.5.
“Good Leaver Put” has the meaning set forth in Section 2.5.
“Good Leaver Put Notice” has the meaning set forth in Section 2.5.
“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, body, commission or instrumentality of the United States, the Netherlands, Germany, or any other nation, or any state or other political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization.
“Guarantor” has the meaning set forth in the preamble to this Agreement.
“Group” means the Company and its Subsidiaries.
“ICC Arbitration Rules” has the meaning set forth in Section 10.13.
“IFRS” means the International Financial Reporting Standards as adopted by the European Union and in effect from time to time as promulgated by the International Accounting Standards Board.
“Incentive Plan” means the Company’s 2016 Omnibus Incentive Plan, as it may be amended, supplemented, modified from time to time and any successor incentive plan and any predecessor phantom option and profit sharing bonus agreements in existence as of the date hereof, as amended from time to time.
“Independent Supervisory Director” means a member of the Supervisory Board that is “independent” as defined in the listing standards of the Nasdaq Global Select Market (or other U.S. national securities exchange upon which the Class A Shares are listed), and, for any member of the Company’s Audit Committee, Rule 10A-3 under the Exchange Act and the applicable rules and regulations of any stock exchange or market on which the Class A Shares are traded.
“Individual Secondary Cap” has the meaning set forth in the definition of Secondary Shares.
“Initial Chief Executive Officer” means Rolf Schrömgens.
“Investor” means each of (i) the Managing Shareholders, collectively, and (ii) the Non-Managing Shareholder.
“Investor Registration” has the meaning set forth in Section 5.2(a).
“Investor Registration Demand” means either a Non-Managing Shareholder Registration Demand or a Managing Shareholder Registration Demand, as applicable.