Examples of EFI Note in a sentence
The Denison New Common Shares, the interests in the EFI Note and the EFI Payment Shares shall be exempt from the registration requirements of the 1933 Act pursuant to Section 3(a)(10) thereof and shall otherwise be in compliance with all U.S. Securities Laws.
In accordance with the Plan of Arrangement and the sequence specified therein, EFI shall issue (i) the EFI Note to Xxxxxxx and (ii) the EFI Payment Shares to the Xxxxxxx Shareholders in repayment of the EFI Note pursuant to the Arrangement.
For greater certainty, as the first step of the Plan of Arrangement, Denison shall sell to EFI and EFI shall purchase from Denison (i) all of the Purchased Shares free and clear of all Encumbrances in consideration of the payment by EFI to Denison of the Share Consideration and (ii) all of the Acquired Debt free and clear of all Encumbrances, and in consideration therefor EFI shall issue the EFI Note to Denison (collectively, the “ Purchase and Sale Transaction”).
The parties agree that the Arrangement will be carried out with the intention that all Xxxxxxx New Common Shares, interests in the EFI Note and the EFI Payment Shares will be issued in reliance on the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act (the “Section 3(a)(10) Exemption”) and will otherwise be in compliance with all U.S. Securities Laws.
Any Xxxxxxx Shares traded after the Distribution Record Date will represent New Common Shares as of the Effective Date and shall not carry any rights to receive a pro rata portion of the EFI Note or EFI Payment Shares.
In the event that the repayment of the EFI Note would otherwise result in the issuance to a Shareholder of a number of EFI Shares which is not a whole number, the number of EFI Shares to be issued to such Shareholder shall be rounded down to the nearest whole number.
The consideration for the purchase of GSHA shall be the issuance to Xxxxxx, PHC or their designees of the EFI Note in principal amount of four million dollars ($4,000,000).
Any Denison Shares traded after the Distribution Record Date will represent New Common Shares as of the Effective Date and shall not carry any rights to receive a pro rata portion of the EFI Note or EFI Payment Shares.
On or promptly after the Effective Date, EFI shall deliver or arrange to be delivered to the Depositary certificates representing the EFI Payment Shares to be issued to the Denison Shareholders on the repayment of the EFI Note and in accordance with the provisions of the Arrangement, which certificates shall be held by the Depositary as agent and nominee for such Denison Shareholders for distribution to such Denison Shareholders in accordance with the provisions of Article 5 hereof.
On or promptly after the Effective Date, Energy Fuels will deliver or arrange to be delivered to the Depositary certificates representing the EFI Payment Shares to be issued to the Shareholders on the repayment of the EFI Note and in accordance with the provisions of the Arrangement, which certificates shall be held by the Depositary as agent and nominee for such Shareholders for distribution to such Shareholders in accordance with the provisions of the Plan of Arrangement.