Alexco Shares definition
Examples of Alexco Shares in a sentence
The Consideration payable to a Alexco Shareholder pursuant to Section 3.1(i) will be adjusted to reflect fully the effect of any stock split, reverse split, dividend (including any dividend or distribution of securities convertible into Alexco Shares), consolidation, reorganization, recapitalization or other like change with respect to Alexco Shares effected in accordance with the terms of the Arrangement Agreement occurring after the date of the Arrangement Agreement and prior to the Effective Time.
Hecla and Alexco wish to enter into a transaction providing for the acquisition by Hecla of all of the Alexco Shares.
For greater certainty, Hecla shall not be required pursuant to this Section 2.9 to provide or deposit in escrow with the Depositary prior to the Effective Date any Hecla Shares as Consideration for the Alexco Shares held by Alexco Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection.
The Alexco Shares are listed and posted for trading on the TSX and the NYSE American.
In addition, as of the close of business on the Business Day prior to the date of this Agreement, an aggregate of 8,421,218 Alexco Shares are issuable upon the exercise of Alexco Options, 894,000 Alexco Shares are issuable upon the vesting of outstanding Alexco DSUs, 1,087,935 Alexco Shares are issuable upon the vesting of Alexco RSUs and 2,000,000 Alexco Shares are issuable upon the exercise of the Alexco Warrants.
Since December 31, 2021, there has been no dividend or distribution of any kind declared, paid or made by Alexco on any Alexco Shares.
The authorized share capital of Alexco consists of an unlimited number of Alexco Shares, without par value.
The Parties agree that the Arrangement will be carried out with the intention that all Hecla Shares to be issued to Alexco Shareholders in exchange for their Alexco Shares to be issued pursuant to the Plan of Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”) and pursuant to exemptions from applicable securities Laws of any state of the United States.
All outstanding Alexco Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Alexco Shares issuable upon the exercise of the Alexco Options, Alexco Warrants or vesting of Alexco DSUs and Alexco RSUs in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable.
The Alexco Shares are registered under Section 12(b) of the U.S. Exchange Act and Alexco is in compliance in all material respects with applicable U.S. Securities Laws.