Common use of Foreign Private Issuer Protection Limitation Clause in Contracts

Foreign Private Issuer Protection Limitation. The Company will use commercially reasonable efforts to maintain its status as a “foreign private issuer” (as determined in accordance with Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Accordingly: (i) 40% Threshold. Except as provided in Section 27.7, the Company shall not affect any conversion of Class A Common Shares, and the Convertible Securities Holders shall not have the right to convert any portion of the Class A Common Shares pursuant to Section 27.5 or otherwise, to the extent that after giving effect to such issuance after conversions, the aggregate number of Common Shares and Class A Common Shares held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rule 3b-4 under the Exchange Act) would exceed forty percent (40%) (the “40% Threshold”) of the aggregate number of Common Shares and Class A Common Shares issued and outstanding (the “FPI Protective Restriction”).

Appears in 2 contracts

Samples: Share Exchange Agreement (Mystic Holdings Inc./Nv), Share Exchange Agreement

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Foreign Private Issuer Protection Limitation. The Company Corporation will use commercially reasonable efforts to maintain its status as a “foreign private issuer” (“Foreign Private Issuer”, as determined in accordance with Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”)). Accordingly: (i) 40% Threshold. Except as provided in Section 27.78, the Company Corporation shall not affect effect any conversion of Class A Common Shares, and the Convertible Securities Holders Class A Shareholders shall not have the right to convert any portion of the Class A Common Shares pursuant to Section 27.5 5 or otherwise, to the extent that after giving effect to such issuance after conversions, the aggregate number of Common Shares and Class A Common Shares held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rule 3b-4 under the U.S. Exchange Act) would exceed forty percent (40%) (the “40% Threshold”) of the aggregate number of Common Shares and Class A Common Shares issued and outstanding (the “FPI Protective Restriction”).

Appears in 2 contracts

Samples: Business Combination Agreement (TILT Holdings Inc.), Business Combination Agreement (TILT Holdings Inc.)

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Foreign Private Issuer Protection Limitation. The Company will use commercially reasonable efforts to maintain its status as a “foreign private issuer” (as determined in accordance with Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Accordingly: (i) 40% Threshold. Except as provided in Section 27.7, the Company shall not affect any conversion of Class A Common Shares, and the Convertible Securities Holders shall not have the right to convert any portion of the Class A Common Shares pursuant to Section 27.5 or otherwise, to the extent that after giving effect to such issuance after conversions, the aggregate number of Common Shares, Class A Common Shares, Class B Preferred Shares and Class A Common C Preferred Shares held of record, directly or indirectly, by residents of the United States (as determined in accordance with Rule 3b-4 under the Exchange Act) would exceed forty percent (40%) (the “40% Threshold”) of the aggregate number of Common Shares, Class A Common Shares, Class B Preferred Shares and Class A Common C Preferred Shares issued and outstanding (the “FPI Protective Restriction”).

Appears in 1 contract

Samples: Securities Exchange Agreement

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