Arrangement Consideration Shares definition

Arrangement Consideration Shares means the securities issued or distributed, as the case may be, pursuant to the Share Exchange, being FSD Pharma New Class B Shares, FSD Pharma New Class A Shares and Celly Nu Shares;
Sample 1Sample 2Sample 3
Arrangement Consideration Shares means the Purchaser Shares to be issued to the Shaw Family Shareholders as consideration pursuant to the Arrangement.
Sample 1Sample 2Sample 3
Arrangement Consideration Shares means the Resulting Issuer Shares to be issued by the Resulting Issuer under the Plan of Arrangement to (i) ParentCo Shareholders and Newco Shareholders pursuant to the ParentCo Amalgamation, and (ii) Harvest Shareholders pursuant to the Harvest Exchange.
Sample 1Sample 2

Examples of Arrangement Consideration Shares in a sentence

  • Notwithstanding any provision herein to the contrary, the Parties agree that this Plan of Arrangement will be carried out with the intention that all of the Arrangement Consideration Shares constituting the Consideration issued pursuant to this Plan of Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof.

  • All Arrangement Consideration Shares issued or distributed pursuant hereto, as the case may be, shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the OBCA or the BCBCA, as applicable.

  • The Purchaser Shares to be issued as the Arrangement Consideration Shares pursuant to the Arrangement have been duly authorized and reserved for issuance and, upon issuance, will be validly issued as fully paid and non-assessable shares in the capital of the Purchaser, will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities and will be listed and posted for trading on the TSX and listed on the NYSE.

  • The Purchaser shall have complied with its obligations under Section 2.10, the Depositary will have confirmed to the Company receipt from or on behalf of the Purchaser of the Arrangement Consideration contemplated by Section 2.10 and the obligation of the Depositary to pay the amounts payable (in cash and/or Arrangement Consideration Shares, as applicable) to the Company Participating Shareholders pursuant to and in accordance with the Arrangement shall have become irrevocable.

  • The Arrangement Consideration Shares to be issued pursuant to the Arrangement have been approved for listing on the TSX (subject only to customary conditions) and the NYSE (subject only to official notice of issuance).

  • Generally, upon the making of an affidavit of that fact by the Harvest Shareholder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, the DRS Advice(s) representing Arrangement Consideration Shares to which the holder is entitled pursuant to the Arrangement.

  • Any Arrangement Consideration Shares exchanged for Company Common Shares which were, immediately prior to the Company Amalgamation Effective Time, subject to any vesting or forfeiture terms shall continue to be governed by such terms from and after the Company Amalgamation Effective Time.

  • If this Letter of Transmittal is signed by the Harvest Shareholder(s) evidenced by the certificate(s) listed and submitted with this Letter of Transmittal, no endorsements of certificates or separate powers are required unless the DRS Advice(s) representing Arrangement Consideration Shares are to be issued to a person other than the Harvest Shareholder(s).

  • To be completed ONLY if the DRS Advice(s) representing Arrangement Consideration Shares are to be sent to someone other than the person(s) indicated on page 7 under “Harvest Shareholder Signature(s)” or to such persons at an address other than that appearing below.

  • If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited Shares or if registration of the DRS Advice(s) representing Arrangement Consideration Shares is to be made in a name other than the registered owner(s) of the Deposited Shares, such signature must be guaranteed by an Eligible Institution (as defined below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).


More Definitions of Arrangement Consideration Shares

Arrangement Consideration Shares has the meaning ascribed to it in Section 2.3(2)(d)(i);
Sample 1
Arrangement Consideration Shares means the securities issued or distributed, as the case may be, pursuant to the Share Exchange, being High Fusion New SVS, High Fusion New MVS and Neural Shares;
Sample 1
Arrangement Consideration Shares means the Resulting Issuer Shares to be issued:
Sample 1
Arrangement Consideration Shares means the Resulting Issuer Shares to be issued to Participating Harvest Shareholders in accordance with the provisions of Section 3.2 of the Plan of Arrangement. Except as otherwise indicated, all dollar amounts used in this Letter of Transmittal are expressed in Canadian dollars. In order for Harvest Shareholders to receive the Arrangement Consideration Shares for their Harvest Shares, Harvest Shareholders are required to deposit the certificates representing their Harvest Shares held by them, along with this properly completed and duly signed Letter of Transmittal, with Odyssey Trust Company (the “Depositary”).
Sample 1

Related to Arrangement Consideration Shares

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Share Consideration has the meaning given to it in Section 2.2;

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Aggregate Stock Consideration is defined in Section 2.05C.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Earnout Consideration has the meaning set forth in Section 2.8.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Scheme Consideration means, in respect of:

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Sale Consideration means the proceeds of any sale or other disposal of the relevant securities of a Minority Member pursuant to this rule 149.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.