PubCo Shares Sample Clauses

PubCo Shares. All PubCo Ordinary Shares, including the PubCo Share, that were outstanding immediately prior to the Initial Merger Effective Time shall be cancelled for no consideration.
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PubCo Shares. At the Initial Merger Effective Time and immediately following the issuance of one or more PubCo Shares comprising the Initial Merger Consideration, the PubCo Initial Shareholders shall surrender the PubCo Subscriber Shares and any other shares of PubCo that were issued and outstanding immediately prior to the Initial Merger Effective Time (the “Surrender Shares”) for no consideration to PubCo and all such shares of PubCo shall be cancelled by PubCo.
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PubCo Shares. All PubCo Shares that were issued and outstanding immediately prior to the Initial Merger Effective Time shall be surrendered by Sponsor and cancelled for no consideration.
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PubCo Shares. At the Initial Merger Effective Time, the PubCo Share that was the only share of PubCo outstanding immediately prior to the Initial Merger Effective Time shall be redeemed for an amount equal to US$0.0000001 and cancelled. Except for the one PubCo Share outstanding prior to the Initial Merger, no additional Equity Securities of PubCo shall be issued at any time prior to the Initial Merger unless otherwise agreed in writing by CGAC and the Company.
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PubCo Shares. In connection with the delivery by PubCo of the PubCo Shares and Seller’s acquisition of the PubCo Shares, Seller represents, warrants, and acknowledges the following: (i) This Agreement is made with Seller in reliance upon Seller’s representation to Buyer LLC and PubCo, which by Seller’s execution of this Agreement, Seller hereby confirms, that the PubCo Shares to be acquired by Seller will be acquired for investment for Seller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and that Seller has no present intention of selling, contributing, granting any participation in, or otherwise distributing the same in violation of the Securities Act. By executing this Agreement, Seller further represents that Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, contribute, transfer or grant participations to such Person or to any third Person, with respect to any of the PubCo Shares. (ii) Seller has had an opportunity to discuss PubCo’s business, management, financial affairs and the terms and conditions of the offering of the PubCo Shares with Seller’s management and has had an opportunity to review PubCo’s facilities, if any. Seller has had an opportunity to review PubCo’s OTC listing and various public filings with the Securities and Exchange Commission at xxxx://xxx.xxx.xxx and shown on PubCo’s website including, without limitation, PubCo’s Form 10-K Annual Report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year ended September 30, 2020 (including the Risk Factors described therein) and has had an opportunity to discuss the same with PubCo's management. The foregoing, however, does not expand or modify the representations and warranties of Buyer LLC or PubCo in this Agreement or the right of Seller to rely thereon. (iii) Seller is an Accredited Investor, as defined in Regulation D, C.F.R., §§ 230.501 of the Securities Act of 1933. (iv) Seller understands that the PubCo Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller’s representations as expressed herein. Seller understands that the PubCo Shares are “restricted securities” under applicable U.S. fed...
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PubCo Shares. PubCo shall have notified Seller and Buyer LLC in writing that all consents and approvals of any Governmental Authority or other third party(ies) required in connection with the issuance of the PubCo Shares and delivery thereof to Escrow Agent shall have been obtained and received.
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PubCo Shares. No Investor Party and no Affiliate of any Investor party is (or on the Closing Date will be) under any obligation to transfer any Class A Shares issued pursuant to this Agreement. Each Investor Party is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. Each Investor Party acknowledges and agrees that any Class A Shares issued pursuant to this Agreement are being issued in a transaction not involving any public offering within the meaning of the Securities Act and that the Class A Shares have not been registered under the Securities Act. Each Investor Party acknowledges and agrees that any Class A Shares it may receive may not be offered, resold, transferred, pledged or otherwise disposed of absent an effective registration statement under the Securities Act except pursuant to an applicable exemption from the registration requirements of the Securities Act, and that the Class A Shares will be subject to a restrictive legend to such effect. As a result of these transfer restrictions and those set forth in Section 6.02 of this Agreement, each Investor Party acknowledges that it may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Class A Shares and may be required to bear the financial risk of an investment in the Class A Shares for an indefinite period of time. Each Investor Party acknowledges and agrees that the Class A Shares will not immediately be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act.
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PubCo Shares. (a) Subject to the terms and conditions set forth herein, in consideration of the termination of the Side Letter and the value received from the Holder in connection with the issuance of the Convertible Note, Allurion Technologies Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Pubco”), agrees that, immediately following the consummation of the CPUH deSPAC Transaction, it shall issue to the Holder a number of shares of common stock, $0.0001 par value, of Pubco (“Pubco Common Stock”), equal in the aggregate to the Pubco Additional Shares (as defined below). Pubco shall issue the Pubco Additional Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under the Convertible Note Purchase Agreement, the Convertible Note, the Investor Rights Agreement (as defined in that certain Business Combination Agreement, dated February 9, 2023, by and among Pubco, the Company, CPUH and the other parties named therein as amended from time to time) or applicable securities laws), in the name of the Holder (or its nominee or custodian in accordance with the Holder’s delivery instructions). (b) The following terms shall have the meanings given below:
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PubCo Shares. The Vendor acknowledges that the Pubco Shares are will be restricted as to resale under US and Canadian securities rules and will carry restrictive legends indicating such restrictions. The Vendor also acknowledges and agrees that the Pubco Shares may not be issued to the Vendor unless there is an exemption available from Canadian securities law prospectus requirements. The Vendor represents that it is an “accredited investor” as that term is defined by Canadian National Instrument 45-106.
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Related to PubCo Shares

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

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