Mogo Shares definition
Examples of Mogo Shares in a sentence
To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the former holder of Mogo Shares in resect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.
Any certificate or book-entry advice statements which immediately prior to the Effective Time represented outstanding Mogo Shares that were exchanged pursuant to Section 2.4(c)(i) and not deposited, with all other instruments required by Section 4.1 on or prior to the sixth anniversary of the Effective Date shall cease to represent a claim or interest of any kind or nature as a shareholder of Difference or as a former shareholder of Mogo.
In no event shall any holder of Mogo Shares be entitled to a fractional Difference Share.
The purpose and business of the Partnership shall be limited to: (i) acquiring, holding and distributing Mogo Shares; and (ii) engaging in any activity that is incidental to or in furtherance of the foregoing and that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized under the Act and this Agreement.
The authorized capital of Mogo consists of: (i) an unlimited number of Mogo Shares, of which 59,790,262 are issued and outstanding as of the date hereof, (ii) an unlimited number of preferred shares of which none are issued and outstanding as of the date hereof.
All provisions of this Agreement, including this Article 8, and of any certificate, instrument or document to be delivered pursuant to or in connection with this Agreement shall not merge on the Closing and shall survive the Closing Date, the execution and delivery of any certificate, instrument or document delivered pursuant to or in connection with this Agreement and the issuance of any Mogo Shares by Mogo.
The Mogo Shares to be issued as consideration for the Acquisition of the Subscription Shares shall have a deemed value equal to the maximum discount to the market price (as defined in the TSX Company Manual) as of the close of trading on February 10, 2021, subject to applicable minimum pricing rules of the TSX.
At the sole discretion of the Investor, any payment to be made by the Corporation or any Vendor as an Indemnifying Party pursuant to this Article 10 may be satisfied, in whole or in part, by the Investor redeeming any Mogo Shares issued to such Indemnifying Party pursuant to the transactions contemplated by this Agreement (the “Mogo Redemption Right”).
The consideration payable by the Investor to the Vendors for the Purchased Shares is $3.64 in cash and 0.6069 Mogo Shares per Purchased Share (the “Purchase Price”), which Purchase Price shall be paid to the Vendors based on the number of Purchased Shares purchased by the Investor from each Vendor, as adjusted in accordance with Section 2.2(2).
During the Escrow Period, such Mogo Shares may not be transferred, pledged, sold or encumbered in any way by the holder thereof without the prior written approval of the Investor, in its sole discretion.