Examples of New Gold Shares in a sentence
The New Gold Shares to be issued and delivered by the Offeror to tendering Shareholders pursuant to the Offer, when issued and delivered as part of the consideration paid for any securities acquired by the Offeror pursuant to the Offer, will be duly and validly issued and fully paid and non-assessable shares of the Offeror.
All outstanding New Gold Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights.
No vote or approval of the holders of New Gold Shares or the holder of any other securities of the Offeror is necessary to approve this Agreement, the Offer or the other transactions contemplated herein.
In the event that the cash consideration or number of New Gold Shares that would otherwise be payable or issuable, as the case may be, by the Offeror to Shareholders under the Offer would exceed the Maximum Cash Consideration or the Maximum Share Consideration, the amount of cash or number of New Gold Shares to be received by Shareholders electing the Cash Option or the Share Option shall be subject to proration as set out in Schedule B.
The Offeror (i) is a reporting issuer not in default or the equivalent thereof under the securities Law of each of the provinces and territories of Canada and the New Gold Shares are registered under Section 12 of the Exchange Act, (ii) is not subject to any cease trade order or stop order under applicable securities Law and (iii) is current with all material filings required to be made under applicable securities Law.
The outstanding New Gold Shares are listed on the TSX and NYSE MKT.
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The Offeror: (i) is a "foreign private issuer" as defined in Rule 405 under U.S. Securities Act and (ii) is not registered or required to register as an “investment company” under the United States Investment Company Act of 1940, as amended; and (iii) assuming the Company is a British Columbia corporation and assuming the veracity of paragraphs 29(a) and 29(c) of Schedule D, is eligible to register the New Gold Shares to be issued pursuant to the Offer on Form F-10 under the U.S. Securities Act.
As at the date hereof there are: (i) 477,047,422 New Gold Shares issued and outstanding; and (ii) an aggregate of 39,345,069 New Gold Shares reserved for issuance pursuant to outstanding options, warrants, convertible securities and other rights to acquire New Gold Shares.
If Block B is not completed, any share certificate(s)/DRS Advice representing New Gold Shares (except in the case of Shares (including associated SRP Rights) deposited by book-entry transfer) and/or cheque(s) will be mailed to the depositing Shareholder at the address of such Shareholder as it appears in Block A or, if no address is provided in Block A, then it will be mailed to the address of such Shareholder as it appears on the securities register maintained by or on behalf of Rainy River.