Examples of New Parent Common Stock in a sentence
The Investor further acknowledges and agrees that the New Parent Common Stock received in exchange for the Subscribed Shares and the Common Stock Incentive Shares, and the New Parent Preferred Stock received in exchange for the Series B Preferred Shares, may not be transferrable after the consummation of the Business Combination pursuant to and except in accordance with the terms of lock-up agreements entered into in connection with the Business Combination and the governing documents of New Parent.
Nothing in this Section 7 shall obligate the Issuer to register the Securities at any time or to cause New Parent to file a registration statement registering the resale of the Securities or any New Parent Common Stock or New Parent Preferred Stock if the Business Combination is not consummated.
New Parent covenants that simultaneously upon such exchange, the Investor’s New Parent Common Stock and New Parent Preferred Stock, respectively, will be registered on SEC registration statement S-4 (or functional equivalent) without any further action on the part of the Investor or New Parent, subject to any restrictions contained in a Lock-Up agreement from Investor dated the date hereof.
Subtenant understands that Sublandlord has not agreed to incur any costs in connection with any of Tenant's Changes (including, without limitation, Tenant’s Work) and that Subtenant will be required to pay or reimburse to Sublandlord or to Prime Lessor, as applicable, the cost of all such work within five (5) business days of being billed by Sublandlord or the Prime Lessor, as applicable.
Each Stockholder hereby irrevocably appoints the Company and any designee of the Company, and each of them individually, as such Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to execute consents with respect to any Parent Common Stock, including New Parent Common Stock, beneficially owned or owned of record by such Stockholder, in each case solely to the extent and in the manner specified in Section 3.
None of Parent Parties is, and immediately after the issuance and sale of the New Parent Common Stock pursuant to this Agreement none of the Parent Parties will be, required to register as an “investment company” or a company “controlled by” an entity required to register as an “investment company” within the meaning of the Investment Company Act of 1940.
The New Parent shall deposit with the Exchange Agent in trust for the benefit of the holders of Certificates formerly representing Company Shares, cash together with certificates for such number of shares of New Parent Common Stock into which the Company Shares are converted pursuant to Section 2.1(a)(i)(together with any dividends or distributions with respect thereto with a record date after the Effective Time, the "Exchange Fund").
Each Stockholder agrees that promptly after its receipt of an Election Form, it shall (i) return such Election Form and validly make an Exchangeable Election, with respect to all shares of Parent Common Stock, including New Parent Common Stock, owned by such Stockholder, in accordance with the terms and conditions of the Arrangement Agreement and (ii) not revoke such Exchangeable Election.
Each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Parent Common Stock to be cancelled pursuant to Section 2.3(a)(iii)) shall be converted into one (1) share of validly issued, fully paid and nonassessable New Parent Common Stock.
The Investor’s registration rights with respect to New Parent Common Stock will be governed by the terms of the A&R Registration Rights Agreement, which the Investor hereby agrees to execute, as requested by the Issuer, in connection with the consummation of the Business Combination.