|TRIVAGO N.V. filed this Form F-3 on 04/05/2018|
“IPO Date” means the date on which the Potential IPO is consummated.
“IPO Exchange Ratio” means 8,510.66824 HoldCo shares for each Company share to be exchanged, as such ratio may be adjusted for any subdivision, split, stock dividend, combination or reclassification at the HoldCo level to the extent not mirrored at the Company level.
“Law” means any law, constitution, treaty, code, statute, rule, regulation, ordinance or other pronouncement of a Governmental Authority having a similar effect and any order, writ, judgment, stipulation, decree, injunction, award or decision of, or consent agreement or similar arrangement with, any Governmental Authority.
“Merger” has the meaning set forth in the Recitals.
“New Holdco Shares” has the meaning set forth in Section 2.3(c).
“Parent Guarantor” has the meaning set forth in the Preamble.
“Person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, organization, governmental entity or other entity.
“Potential IPO” has the meaning set forth in the Recitals.
“Put Option Notice” has the meaning set forth in Section 2.3(e).
“Put Right” has the meaning set forth in Section 2.3(c).
“Ruling” means the Company Ruling and each Founder Ruling.
“Ruling Event” means, with respect to each Ruling Request, (a) the issuance of the ruling by the applicable German tax authorities to the effect that the Merger will qualify as a Tax-Free Transaction (which ruling is valid and binding on the German tax authorities at least until the corporate documents on the Merger are notarized in the Netherlands), or (b) in the event that an Adverse Ruling Determination occurs, (i) if such Adverse Ruling Determination occurs with respect to a Founder Ruling Request, Expedia determines that the Merger should be consummated and notifies the parties hereto of such determination in writing, and (ii) if such Adverse Ruling Determination occurs with respect to the Company Ruling Request, (x) Expedia determines that the Merger should be consummated and notifies the parties hereto of such determination in writing and (y) the Company, the Founders and Expedia reach an agreement under which Expedia is obligated to the Company to make the Company whole for any additional tax liability incurred by it as a result of the Merger; provided that a Ruling Event shall be deemed to occur only at such time as one of the events described in clause (a) and (b) has occurred with respect to each Ruling Request.
“Ruling Request” means the Company Ruling Request and each Founder Ruling Request.