HOLDCO SHARES. Prior to the Effective Time, the Company and Holdco shall take any and all actions as are necessary to ensure that each share of capital stock of Holdco that is owned by the Company immediately prior to the Effective Time shall be cancelled and cease to be outstanding at the Effective Time, and no payment shall be made therefor, and the Company, by execution of this Agreement, agrees to forfeit such shares and relinquish any rights to such shares.
HOLDCO SHARES. The Holdco Shares to Comcast Trust or Comcast Subsidiary, as the case may be, which shall be in definitive form, in proper form for transfer and, if requested by Comcast Trust (or Comcast Subsidiary, if applicable), Time Warner Cable shall execute, acknowledge and deliver a stock power or such other customary instruments of transfer as Comcast Trust (or Comcast Subsidiary, if applicable) may reasonably request.
HOLDCO SHARES. At the Effective Time, Holdco shall repurchase each Holdco Share issued and outstanding immediately prior to the Effective Time for an amount of cash representing the fair market value thereof, as agreed upon by Parent and Holdco.
HOLDCO SHARES. The issuance and delivery by Holdco of Holdco Preferred Shares and Holdco Common Shares that constitute the Transfer Shares and any additional Holdco Preferred Shares and Holdco Common Shares issued to Skynet pursuant to this Agreement have been duly authorized by all requisite corporate or other action on the part of Holdco and, as of the Closing, such Holdco Preferred Shares and Holdco Common Shares, upon the issuance and delivery thereof by Holdco to Skynet as contemplated by this Agreement, will be (i) validly issued and outstanding, (ii) fully paid and nonassessable and (iii) other than as expressly provided in the Shareholders Agreement, free and clear of any and all Liens or restrictions on the voting rights thereof or other incidents of record or beneficial ownership pertaining thereto.
HOLDCO SHARES. At the Initial Merger Effective Time, by virtue of the Initial Merger and conditioned on the consummation of the Mergers and without any action on the part of any party hereto or the holders of Holdco Shares, each Holdco Share that is issued and outstanding immediately prior to the Initial Merger Effective Time, other than (x) any Holdco Treasury Shares referred to in Section 2.1(g)(ii) and (y) any Holdco Dissenting Shares referred to in Section 2.1(g)(iii), shall automatically be cancelled and cease to exist in exchange for the right to receive such number of newly issued PubCo Ordinary Shares at the Holdco Exchange Ratio, as such calculations are set forth in the Payment Spreadsheet as to each holder set forth therein (the “Merger Consideration Shares”), without interest, subject to rounding down to the nearest whole number. As of the Initial Merger Effective Time, each Holdco Shareholder shall cease to have any other rights in and to the Holdco or the Surviving Corporation (other than the rights set forth in Section 2.4(a)). As soon as reasonably practicable (but in any event no later than two (2) Business Days) prior to the Closing Date, the Company or Holdco shall deliver to the SPAC a spreadsheet schedule (the “Payment Spreadsheet”) in excel format with underlying calculations setting forth the corresponding number of Merger Consideration Shares payable to each Holdco Shareholder in accordance with the terms of this Agreement and the Holdco Organizational Documents. As promptly as practicable following the delivery of the Payment Spreadsheet, the parties hereto shall work together in good faith to finalize the Payment Spreadsheet in accordance with this Agreement. The allocation of the Merger Consideration Shares to the Holdco Shareholders pursuant to the finalized Payment Spreadsheet shall, to the fullest extent permitted by applicable Law, be final and binding on all parties and shall be used by parties hereof for purposes of issuing the corresponding number of Merger Consideration Shares to the Holdco Shareholders pursuant to this Article II, absent manifest error.
HOLDCO SHARES. “HoldCo Shares” shall mean the shares (“participaciones sociales”) of capital stock of HoldCo.
HOLDCO SHARES. The issuance and delivery by Holdco of (i) Holdco Redeemable Common Shares and Holdco Redeemable Preferred Shares to LSCC as contemplated by Section 2.2, and (ii)Holdco Non-Voting Preferred Shares to Loral Holdings and the T-11N Transferor as contemplated by Section 4.4 have been duly authorized by all requisite corporate or other action on the part of Holdco and, as of the Stage One Closing Date in respect of (i), and as of the Alternative Subscription Date in respect of (ii), such shares, upon the issuance and delivery thereof by Holdco as contemplated by this Agreement, will be (a) validly issued and outstanding, (b) fully paid and non-assessable and (c) other than as expressly provided in the Holdco Unanimous Shareholders Agreement, free and clear of any and all Liens or restrictions on the voting rights thereof or other incidents of record or beneficial ownership pertaining thereto.
HOLDCO SHARES. Each share of HoldCo Common Stock issued and outstanding and held by Central Maine immediately prior to the Merger shall be cancelled.
HOLDCO SHARES. The obligation to issue Holdco Shares under clause 4.3 will be satisfied by Holdco, on the Implementation Date, procuring the entry into its register of stockholders the name of each person who is to receive Holdco Shares.
HOLDCO SHARES. Apply to NASDAQ to list Holdco Shares (subject to the Scheme becoming Effective) and use reasonable endeavours to obtain the satisfaction of any conditions imposed by NASDAQ for such listing.
