Existing Company Shareholders definition
Examples of Existing Company Shareholders in a sentence
The Merger Shares shall have been registered pursuant to a Registration Statement on Form S-4 declared effective by the SEC or the issuance of the Merger Shares to the Existing Company Shareholders shall qualify as an exempt transaction under Section 4(2) of the Securities Act and/or Regulation S and/or Regulation D promulgated thereunder and shall be exempt from registration under the federal securities laws and all state and other securities laws, including the securities laws of the State of Israel.
The parties and their counsel shall have been provided with completed investment questionnaires, to the extent reasonably necessary, from Existing Company Shareholders and any other information necessary for such parties and their counsel reasonably to have concluded that the issuance of the Merger Shares is in full compliance with applicable securities laws.
Without derogating from the above, it is clarified that any Private Placement Securities converted into shares of Parent Common Stock following the date of this Agreement will dilute the Existing Company Shareholders and the stockholders of Parent on a pro rata basis.
Any Private Placement Securities converted into shares of Parent Common Stock following the Closing will dilute the Existing Company Shareholders and the stockholders of Parent on a pro rata basis.
AMENDMENT, STANDARDS PRESERVED, PREMIUM CONDITIONS This Agreement constitutes the sole and entire agreement between the parties and supersedes all prior agreements, oral and written, and expresses all the obligations of, or restrictions imposed on, the respective parties during its term.
The beneficial owners of the Old Common Shares, as reflected on the records of the Company, are identified in Exhibit D to this Agreement (the "Existing Company Shareholders").
Upon consummation of the Going Public Transaction, it is anticipated that the ownership percentage of the Pubco’s outstanding common stock will be as follows: Existing Company Shareholders 67% Investors in the Offering 23% Original Pubco Shareholders 10% COOPERATIVE SERVICES AGREEMENT – Page 1 Immediately prior to the closing of the Going Public Transaction, Pubco shall be controlled by Halter Financial Investments, L.P., a Texas limited partnership controlled by the limited partners of HFG.
The Existing Company Shareholders shall have approved the Merger Proposal at the Company General Meeting.
The parties and their counsel shall have been provided with completed investment questionnaires from the Existing Company Shareholders and any other information necessary for such parties and their counsel reasonably to have concluded that the issuance of the Merger Shares is in full compliance with applicable securities laws.
Notwithstanding anything else contained herein, as consideration for entering into this Agreement, BC Co shall have issued such number of BC Co Common Shares, at a deemed price of $0.15 per BC Co Common Share, to the Existing Company Shareholders on a pro rata basis so that the number of BC Co Common Shares held by the Existing Company Shareholders equals 20,000,000 BC Co Common Shares.