definiens: means the lock - up agreement in the form attached at Part 1 of Schedule 9 ; means the resolutions of the Purchaser ’s stockholders to be voted upon at the PurchaserStockholder Meeting, in order to give the Requisite Purchaser Stockholder Approval ; means the holders of the Preferred A Shares, the Preferred B Shares and thePreferred C Shares ; 6 means the special meeting of the Purchaser ’s stockholders to be convened inconnection with the Acquisition to consider and, if thought fit, approve the Purchaser Resolutions ; means agreements in the form attached at Part 2 of Schedule 4 from thestockholders set forth on Schedule 7 to vote in favour of the Purchaser Resolutions ; means the proposed reduction of the entire issued capital of the Company under section 645 of the Actprovided for by the Scheme ; means the Registrar of Companies for England and Wales ; of a particular party to this Agreement means the directors, officers, employees, agents, advisers(including financial and legal advisers ) and other representatives of such party and its Subsidiaries ; means the passing of all the Company Resolutions ; means the approval of the issuance of Purchaser Common Stock aspart of the Initial Consideration and the possible issuance of Purchaser Common Stock as part of the DeferredConsideration by a majority of the shares represented in person or by proxy at the Purchaser Stockholder Meeting ; means the Purchaser Restricted Shareholders and the Seller Restricted Shareholders ; means the scheme of arrangement under Part 26 of the Act to be proposed by the Company to itsshareholders, with or subject to any modification, addition or condition approved or imposed by the Court andagreed by the Company and the Purchaser pursuant to which the Acquisition is proposed to be implemented ; means the document to be despatched to the Company ’s shareholders setting out the full termsof the Scheme and, where the context so admits, includes any form of proxy, election, notice or other documentrequired to be despatched to Shareholders in connection with the Scheme reflecting and containing the SchemeTerms and Conditions, to be prepared in accordance with clause 4.2 ; means the agreed form terms and conditions to form part of the Scheme Documentcontained in Schedule 2