Examples of Foremost Shares in a sentence
If a Foremost Shareholder exercises Dissent Rights, Foremost will, on the Effective Date, set aside and not distribute that portion of the Rio Grande Common Shares that is attributable to the Foremost Shares for which Dissent Rights have been exercised.
All New Foremost Shares issued pursuant hereto will be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.
Without limiting the generality of the foregoing, the Parties shall, prior to the Effective Date, use their commercially reasonable efforts to cause the distribution, or deemed distribution, of the New Foremost Shares, the Rio Grande Common Shares, the Foremost Replacement Options, the Foremost Replacement RSUs, the Rio Grande Options and the Rio Grande RSUs pursuant to the Plan of Arrangement to be exempt from the registration requirements of the U.S. Securities Act under the Section 3(a)(10) Exemption.
Recognizing that the Foremost Shares shall be renamed and redesignated as Foremost Class A Common Shares pursuant to Section 3.1(c) and that the Foremost Class A Common Shares shall be exchanged for New Foremost Shares pursuant to Section 3.1(h)(i), Foremost shall not issue replacement share certificates representing the Foremost Class A Common Shares.
No dividend or other distribution declared or made after the Effective Time with respect to New Foremost Shares or Rio Grande Common Shares with a record date after the Effective Time will be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Foremost Shares unless and until the holder of such certificate will have complied with the provisions of either of Section 6.1 or 6.2 above.
At a time to be determined exclusively by Foremost, Foremost will prepare and will print and make available, directly or indirectly, copies of the Meeting Materials (and any necessary amendments, modifications or supplements to the Information Circular), together with any other documents required by Applicable Law in connection with the Foremost Meeting, to all holders of Foremost Shares, as required by the Interim Order and in accordance with Applicable Laws.
Subject to applicable law and to Section 3.7 above, at the time of such compliance, there will, in addition to the delivery of the New Foremost Shares and Rio Grande Common Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of any dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New Foremost Shares and/or Rio Grande Common Shares, as applicable.
Any Foremost Shares traded after the Share Distribution Record Date will represent New Foremost Shares as of the Effective Date and shall not carry any rights to receive Rio Grande Common Shares.
Foremost will cause the Meeting Materials and other documentation required in connection with the Foremost Meeting to be sent to each holder of Foremost Shares and filed as required by the Interim Order and Applicable Laws.
For the purposes of Section 4.5 hereof, and Section 3.1 of the Plan of Arrangement, the fair market value of the New Foremost Shares and the Rio Grande Common Shares shall be determined by the Foremost Board, acting in good faith.