|TRIVAGO N.V. filed this Form F-3 on 04/05/2018|
“Shares” means the Class A Shares and the Class B Shares.
“Shelf Registration Statement” has the meaning set forth in Section 5.1(c)(i).
“Subsidiary” means, with respect to any Person, any corporation fifty percent (50%) or more of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation is at the time owned or controlled by such Person, directly or indirectly through one or more Subsidiaries, and any other Person, including but not limited to a joint venture, a general or limited partnership or a limited liability company, in which such Person, directly or indirectly through one or more Subsidiaries, at the time owns or controls at least fifty percent (50%) or more of the ownership interests entitled to vote in the election of managing partners, managers or trustees thereof (or other Persons performing similar functions) or acts as the general partner, managing member, trustee (or Persons performing similar functions) of such other Person; provided that, notwithstanding the foregoing, the Company and its Subsidiaries shall not be deemed to be Subsidiaries of any Shareholder or any Shareholder’s affiliates for purposes of this Agreement.
“Supervisory Board” has the meaning set forth in Section 2.1(a).
“Supervisory Board Committees” means the audit committee and the compensation committee of the Supervisory Board, and any other committees that the Supervisory Board may establish from time to time.
“Supervisory Board Rules” means the internal rules governing the organization, decision-making and other internal matters of the Supervisory Board.
“Supervisory Director” has the meaning set forth in Section 2.1(a).
“Tag Disposal” has the meaning set forth in Section 6.3.
“Tax” or “Taxes” has the meaning set forth in Section 4.1(a).
“Tax Return” or “Tax Returns” means any and all Tax returns, Tax applications, final Tax filings and other similar written materials and documents relating to any Tax to be submitted to any Fiscal Authority.
“Third Party Purchaser” has the meaning set forth in Section 6.4.
“Total Voting Power” means, as of any date of determination, the total number of votes of all outstanding Voting Securities that may be cast in the Company's general meeting of shareholders.
“Transfer” means, directly or indirectly, offer, sell, lend, create restrictions over, charge, assign, contract to sell, sell any option or contract to purchase, grant any option to subscribe for or purchase any Shares, or otherwise transfer or dispose of any Shares or enter into any swap or any other transaction, of any kind, which directly or indirectly leads to a total or partial transfer to one or more third parties of title to any Shares, legal or economic, or which in any way poses,