Common use of Reservation of Parent Shares Clause in Contracts

Reservation of Parent Shares. The Parent hereby represents, warrants and covenants in favour of Exchangeco and Callco that the Parent has reserved for issuance and shall, at all times while any Exchangeable Shares are outstanding, keep available, free from pre-emptive and other rights, out of its authorized and unissued capital stock, such number of Parent Shares (or other shares or securities into which Parent Shares may be reclassified or changed as contemplated by Section 2.7): (a) as is equal to the sum of (i) the number of Exchangeable Shares issued and outstanding from time to time and (ii) the number of Exchangeable Shares issuable upon the exercise of all rights to acquire Exchangeable Shares outstanding from time to time; and (b) as are now and may hereafter be required to enable and permit each of the Parent, Callco and Exchangeco to meet its obligations under the Voting and Exchange Trust Agreement, the Exchangeable Share Provisions and any other security or commitment relating to the Acquisition pursuant to which the Parent, Callco or Exchangeco may now or hereafter be required to issue or deliver Parent Shares.

Appears in 3 contracts

Samples: Exchange Agreement (Biotricity Inc.), Support Agreement (Biotricity Inc.), Support Agreement (DelMar Pharmaceuticals, Inc.)

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Reservation of Parent Shares. The Parent hereby represents, warrants and covenants in favour of Exchangeco the Company and Callco that the Parent has reserved for issuance and shall, at all times while any Exchangeable Shares are outstanding, keep available, free from pre-emptive and other rights, out of its authorized and unissued capital stock, stock such number of Parent Shares (or other shares or securities into which Parent Shares may be reclassified or changed as contemplated by Section 2.7): (a) as is equal to the sum of (i) the number of Exchangeable Shares issued and outstanding from time to time and (ii) the number of Exchangeable Shares issuable upon the exercise of all rights to acquire Exchangeable Shares outstanding from time to time; and (b) as are now and may hereafter be required to enable and permit each of the Parent, Callco and Exchangeco the Company to meet its obligations under the Voting and Exchange Trust Agreement, the Exchangeable Share Provisions Provisions, this Agreement and any other security or commitment relating to the Acquisition Arrangement pursuant to which the Parent, Callco or Exchangeco Parent may now or hereafter be required to issue or deliver cause to be issued Parent Shares.

Appears in 1 contract

Samples: Exchangeable Share Support Agreement (Penn National Gaming Inc)

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Reservation of Parent Shares. The Parent hereby represents, warrants and covenants in favour of Exchangeco the Company and Callco that the Parent has reserved for issuance and shall, at all times while any Exchangeable Shares are outstanding, keep available, free from pre-emptive and other rights, out of its authorized and unissued capital stock, stock such number of Parent Shares (or other shares or securities into which Parent Shares may be reclassified or changed as contemplated by Section 2.72.6): (a) as is equal to the sum of the number of Parent Shares into which: (i) the number of Exchangeable Shares issued and outstanding from time to time is exchangeable and (ii) the number of Exchangeable Shares issuable upon the exercise of all rights to acquire Exchangeable Shares outstanding from time to timetime is exchangeable; and (b) as are now and may hereafter be required to enable and permit each of the Parent, Callco and Exchangeco the Company to meet its obligations under the Voting and Exchange Trust Agreement, the Exchangeable Share Provisions Provisions, this Agreement and any other security or commitment relating to the Acquisition transactions contemplated by the Purchase Agreement pursuant to which the Parent, Callco or Exchangeco Parent may now or hereafter be required to issue or deliver cause to be issued Parent Shares.

Appears in 1 contract

Samples: Exchangeable Share Support Agreement (Recursion Pharmaceuticals, Inc.)

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