Examples of Midco Shares in a sentence
Immediately following the receipt by Holdco of the Rollover Shares from the Rollover Shareholders pursuant to Section 2.2 of this Agreement and immediately prior to the Closing, Holdco shall contribute the Rollover Shares to Midco in exchange for Midco Shares and Midco shall accept such contribution of the Rollover Shares by Holdco.
The Executive Officers are eligible to enter into Rollover Agreements pursuant to which they will agree to (a) exchange at least 50 per cent of the value of the Shares held by them for Midco Shares; (b) exchange at least 50 per cent of the value of all Options held by them for Midco Options; and (c) invest at least 25 per cent of the cash proceeds payable for their RSUs and PSUs under the Arrangement in Midco Shares at a subscription price of $31.00 per Midco Share.
As of the Record Date, an aggregate of 144,244 votes will be required to be excluded pursuant to MI 61-101, which are comprised of the Shares held by the Executive Officers since they are eligible to enter into Rollover Agreements pursuant to which they will agree to roll over some or all of their Shares and Options for Midco Shares and Midco Options, respectively, under the Arrangement.
As of immediately prior to the Distribution, the only securities of the Company outstanding shall be Company Units and the only securities of Midco outstanding shall be Midco Shares.
Effective immediately prior to the Effective Time, the Company will distribute one hundred percent (100%) of the issued and outstanding Midco Shares to the Company Equityholders, and the Company Equityholders’ ownership of such Midco Shares shall be reflected on the books and records of Midco.
Immediately following the receipt by Holdco of the Rollover Shares from the Rollover Shareholders pursuant to Section 2.2 of this Agreement and immediately prior to the Closing, Holdco shall contribute the Rollover Shares to Midco in exchange for Midco Shares and Midco shall accept such contribution of the Rollover Shares by Holdco.Section 2.4 Contribution of Rollover Shares by Midco to Parent.
The Merger Consideration payable in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to all Midco Shares and there shall be no further registration of transfers on the records of Midco of Midco Shares that were outstanding immediately prior to the Effective Time.
Under the terms of the Rollover Agreements, it is anticipated that: (a) each Rollover Share would be exchanged for one Midco Share valued at $31.00 per Midco Share; (b) each Rollover Option would be exchanged for one Midco Option to purchase a Midco Share at the same exercise price as the Rollover Option for which it was exchanged; and (c) the cash proceeds received for their RSUs and PSUs under the Arrangement would be invested in Midco Shares at a subscription price of $31.00 per Midco Share.
Immediately following the receipt by Holdco of the Rollover Shares fromthe Rollover Shareholders pursuant to S ection 2.2 of this Agreement and immediately prior to the Closing, Holdco shall contribute the Rollover Shares to Midco in exchange for Midco Shares and Midco shall accept such contribution of the Rollover Shares by Holdco.