Naked Shares definition

Naked Shares means common shares in the capital of Naked;
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Examples of Naked Shares in a sentence

  • The Merger will be structured to be accomplished without taxation to the holders of Bendon Shares and Naked Shares, to the extent possible.

  • In the event Bendon’s Net Debt is less than the Net Debt Amount (the “Net Debt Shortfall Amount”), then Naked shall issue additional Naked Shares to the holders of Bendon Shares in an amount equal to the product obtained by multiplying (i) the difference between the Net Debt Shortfall Amount and the Net Debt Amount and (ii) 0.833.

  • No Material Adverse Effect will have occurred with respect to the business of Naked, the Naked Assets or the Naked Shares, however arising.

  • Naked will cause Naked Shareholders holding a minimum of 51% of the issued and outstanding Naked Shares to execute and deliver Voting Agreements pursuant to which such Naked Shareholders will covenant to vote in favour of the Continuance and the Merger.

  • None of SBH, Subco or Naked will be liable to any Naked Shareholder or Naked Warrantholder for any Naked Shares or Naked Warrants delivered to a public official pursuant to any abandoned property, escheat or similar law.

  • Voting Agreements will have been executed and delivered by Naked Shareholders holding a minimum of 51% of the issued and outstanding Naked Shares.

  • Naked will use commercial best efforts to cause each of the Naked Shareholders to, at or prior to the Closing, enter into a Pooling Agreement with an escrow agent to be determined by SBH (the "Trustee"), pursuant to which such Naked Shareholders will deposit their respective SBH Shares received in exchange for their respective Naked Shares as a result of the Merger with the Trustee until such SBH Shares are released from the Pooling Agreement in accordance with the terms thereof.

  • All of the outstanding Naked Shares have been issued in full compliance with the provisions of the CBCA, the Charter Documents of Naked and Applicable Securities Laws.

  • No claim will have been asserted or made that any Person is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any of the Naked Shares, or any other voting, equity, or ownership interest in Naked (other than the Naked Shareholders, the Naked Warrantholders or Naked, as applicable), or is entitled to all or any portion of the SBH Shares or the SBH Warrants.

  • None of the outstanding Naked Shares are subject to pre-emptive rights.