Examples of DutchCo Shares in a sentence
After such transfer, upon the request of the Exchange Agent, CoffeeCo shall provide all book-entry transfer authorizations that the Exchange Agent shall require in order to effect the distribution to holders of Xxxx Xxx Shares of the DutchCo Shares, into which the CoffeeCo Shares held by the Exchange Agent for the benefit of holders of Xxxx Xxx Shares will be converted pursuant to the Merger.
After the Closing, DutchCo agrees to release the Undersigned from its lock-up obligation provided in this Section C-2 in the event the DutchCo Board recommends a transaction in which a person or group would acquire 50% or more of the DutchCo Shares (including a merger of DutchCo with or into another entity unless the shareholders of DutchCo immediately prior to the merger are entitled to receive more than the majority of the share capital and voting rights in the surviving entity of the merger).
The Undersigned shall be free to Transfer (for the avoidance of doubt including during the lock-up period) any FCA securities or DutchCo Shares to any of its Affiliated Entities, provided that the transferee agrees to be bound by the same obligations as those imposed on the Undersigned.
The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to DutchCo Shares held by it from time to time hereunder, other than to the extent necessary to effectuate the Distribution.
Any stockholder that does not properly complete and return the Instruction Form will not be eligible to sell such stockholder’s DutchCo Shares over or through Euroclear Nederland.
All outstanding DutchCo Shares are, and, at the time of issuance, all DutchCo Shares issued pursuant to this Agreement will be, duly authorized, validly issued, fully paid and non-assessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any other similar right.
The Undersigned shall procure that the transferee must transfer back to the Undersigned (or to another Affiliated Entity of the Undersigned), all such FCA securities or DutchCo Shares, should the transferee cease to be an Affiliated Entity of the Undersigned.
Purpose of Major Schedules within the Financial Statements The nature and purpose of the primary schedules included within the financial statements are set out below: Comprehensive Income and Expenditure Statement This statement shows both the revenue received and the costs incurred in the year of providing services, in accordance with the CIPFA Code of Practice.
Any portion of the Distribution Fund and Fractional Interests Trust that remains unclaimed by the former stockholders of CoffeeCo for one year after the Merger Effective Time shall be delivered to DutchCo and any former stockholders of CoffeeCo who have not received DutchCo Shares in accordance with this Article II shall thereafter look only to DutchCo for payment of their claim for DutchCo Shares and any dividends, distributions or cash in lieu of fractional shares with respect to such DutchCo Shares.
After Closing, the Undersigned acknowledges that it may be released from the standstill obligation with respect to DutchCo Shares with the consent of the DutchCo Board, provided that such consent shall not be adopted without the favorable vote of each of the directors nominated by the other reference shareholders of the Companies that remain bound by their Reference Shareholders Undertakings.