|TRIVAGO N.V. filed this Form F-3 on 04/05/2018|
“ROFO Securities” has the meaning set forth in Section 6.2.
“Rules of Procedure” means the rules of procedure for the management of the Company set out in Annex C, as amended pursuant to the provisions of this Agreement from time to time.
“SEC” means the United States Securities and Exchange Commission, or any successor entity thereto.
“Secondary Shares” means the number of Class A Shares or shares in the Operating Company that the Managing Shareholders Transfer to the Non-Managing Shareholder or via share placements to the open market during the two-year period commencing immediately after the Settlement pursuant to the terms of this Agreement, which number of shares, for each Managing Shareholder, shall not exceed the product of (x) the Percentage Interest of such Managing Shareholder immediately prior to Settlement as a proportion of the aggregate Percentage Interest of all Managing Shareholders immediately prior to Settlement and (y) the difference between (i) 7.8% (seven point eight percent) of the issued and outstanding Class A Shares of the Company calculated as of the date of Settlement and (ii) the number of Class A Shares sold by the Managing Shareholders in the Offering (assuming full exercise by the underwriters of the overallotment option to purchase Class A Shares from the Managing Shareholders) (the “Individual Secondary Cap”); provided that for purposes of determining the Individual Secondary Cap, each share of the Operating Company (or its successor entity which is a majority owned subsidiary of the Company) Transferred as a Secondary Share by any Managing Shareholder shall be multiplied by the IPO Exchange Ratio as defined in that certain IPO Structuring Agreement entered into by the parties on or around the date of this Agreement, with the product representing the number of Class A Shares Transferred as Secondary Shares by the applicable Managing Shareholder.
“Section 5.2(c) Sale Number” has the meaning set forth in Section 5.2(c).
“Section 5.2(d) Sale Number” has the meaning set forth in Section 5.2(d).
“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.
“Selling Stockholder Questionnaire” has the meaning set forth in Section 2.7(d).
“Settlement” means the closing of the Offering by means of delivery of the Class A Shares against payment as described in the Prospectus.
“Shareholder 1” has the meaning set forth in the preamble to this Agreement.
“Shareholder 2” has the meaning set forth in the preamble to this Agreement.
“Shareholder 3” has the meaning set forth in the preamble to this Agreement.
“Shareholders” has the meaning set forth in the definition of “affiliates”.