Examples of Holdings Common Shares in a sentence
Prior to the Closing, Holdings shall appoint a transfer agent acceptable to HMI (the “Transfer Agent”) as its agent, for the purpose of (a) exchanging MGO Securities for Holdings Common Shares and (b) issuing the Exchange Shares.
As of the date hereof and as of immediately prior to the Closing, Holdings is authorized to issue a further maximum of 100 Holdings Common Shares and no preference shares.
The Holdings Common Shares to be delivered as MGO Merger Consideration shall be settled through DTC and issued in uncertificated book-entry form through the customary procedures of DTC, unless a physical Holdings Common Share is required by applicable Law, in which case Holdings and HMI shall jointly cause the Transfer Agent to promptly send certificates representing such Holdings Common Shares to such holder.
Holdings acknowledges that any direct or indirect holder of Holdings Common Shares who is a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of Holdings following the Merger (a “Holdings 5% Shareholder”) may enter into (and cause to be filed with the Internal Revenue Service) a GRA.
As of the date hereof, Holdings has 100 Holdings Common Shares issued and outstanding, which are owned by HMI.
All securities issued upon the surrender of MGO Securities in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities; provided, that any restrictions on the sale and transfer of MGO Securities shall also apply to the Holdings Common Shares so issued in exchange.
Subject to the effect of escheat, Tax or other applicable Laws, the holder of whole Holdings Common Shares issued in exchange for MGO Shares pursuant to Section 1.6(a) will be promptly paid, without interest (subject to any applicable withholding Tax), the amount of dividends or other distributions with a record date after the Merger Effective Time and theretofore paid with respect to such whole Holdings Common Shares.
The Holdings Common Shares (including those to be issued pursuant to this Agreement (including the Earnout Shares) shall have been approved for listing on Nasdaq (or such other national securities exchange), subject only to official notice of issuance thereof.
Calculations in respect of fractional shares will be made separately in respect of Holdings Common Shares issued at Closing and Holdings Common Shares issued as Earnout Shares.
All Holdings Common Shares to be issued as MGO Merger Consideration shall be deemed issued and outstanding as of the Merger Effective Time.