Pubco and Subco Sample Clauses

Pubco and Subco. RI shall exchange securities as follows: Pubco shall issue the Pubco Exchange Shares to Subco-RI and Subco-RI shall issue the Subco-RI Exchange Shares to Pubco;
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Pubco and Subco. RI shall exchange securities as follows: Pubco shall issue the Pubco Distribution Shares to Subco-RI in consideration of the issuance by Subco-RI of the Subco-RI Distribution Shares to Pubco [ and the issuance by Subco-RI of Common Shares of Subco-RI to the Controlling Shareholder].The Subco-RI Distribution Shares shall then be distributed to the Pubco Shareholders holding Pubco Shares as of the Record Date on a pro rata basis, provided that the Pubco Controlling Shareholder will forego the number of Subco-RI Distribution Shares to which he would otherwise be entitled so as to effect a 1:1 distribution of the Pubco Exchange Shares amongst the remaining shareholders of Pubco;
Pubco and Subco. RI shall execute and deliver, or cause to be executed and delivered, at the Closing of the transactions contemplated hereby such customary agreements, certificates, resolutions, opinions or other closing documents as may be required by the other Parties, all in form satisfactory to such other Parties, acting reasonably.
Pubco and Subco. RI shall have complied in all material respects with their covenants herein;
Pubco and Subco. RI shall be satisfied in their sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of Buyco have not revealed any adverse material fact regarding Buyco or the assets thereof;

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