Newco Preferred Shares definition

Newco Preferred Shares means the convertible preferred shares, par value US$0.001 per share, in the capital of Newco.
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Newco Preferred Shares means the Series 1 Preferred Shares of NewCo having the terms set forth in Schedule A hereto;
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Newco Preferred Shares means non-voting redeemable preferred shares of NewCo having the terms set forth in Schedule A to the Plan of Arrangement;
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Examples of Newco Preferred Shares in a sentence

  • The Newco Common Shares to be issued in the Recapitalization and the Merger or upon exercise of the Grace Options after the Recapitalization and the Newco Preferred Shares to be issued in the Recapitalization will, upon such issuance, be duly authorized, fully paid, validly issued and nonassessable.

  • Xxxxxxx is acquiring the Newco Preferred Shares hereunder for investment (for its own account or for accounts over which it exercises investment control), and not with a view to, or for offer or sale in connection with, any distribution thereof, which would be in violation of the Securities Act, or any applicable state securities law.

  • Upon consummation of the Xxxxxxx Contribution, Xxxxxxx will acquire title to the Newco Preferred Shares, free and clear of all Liens, other than those arising solely from the actions or status of Xxxxxxx.

  • Xxxxxxx agrees that the certificates representing the Newco Preferred Shares may bear a legend referring to the transfer restrictions of this Section 4.19.

  • Victoria agrees that the certificates representing the Valentine Common Shares and the Newco Preferred Shares may bear a legend referring to the transfer restrictions of this Article III.


More Definitions of Newco Preferred Shares

Newco Preferred Shares means 22,000 Class D Preferred Shares Series 1 of Newco;
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Newco Preferred Shares means the preferred shares in the capital of Newco;
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Newco Preferred Shares means the preferred shares of Newco which are to be issued under the Arrangement in exchange for the Abstract Non-Internet Assets;
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Newco Preferred Shares has the meaning set forth in the preamble of this Agreement.
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Newco Preferred Shares means non-voting redeemable preferred shares of NewCo having the terms set forth in Schedule A to the Plan of Arrangement.
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Newco Preferred Shares means the Series A Convertible Preferred Shares issued by NewCo on or after the First Amendment Effective Date to one or more of the Investor Parties in accordance with the NewCo Investment Agreements and the NewCo LLC Agreement, each of which shares shall be convertible into one share of common Equity Interests in NewCo at the option of the holder thereof in accordance with the NewCo LLC Agreement.
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Newco Preferred Shares means, collectively (a) the Series A Convertible Preferred Shares issued by NewCo on the First Amendment Effective Date to Investor in accordance with the Digital Investment Agreements and the NewCo LLC Agreement, (b) the Series B Convertible Preferred Shares issued by NewCo on or after the Third Amendment Effective Date to Pearson in accordance with the Pearson Investment Agreement and the NewCo LLC Agreement, (c) the Series B Convertible Preferred Shares issued by NewCo on or after the Third Amendment Effective Date to Investor in connection with the Investor Series B Investment and (d) the Series B Convertible Preferred Shares issued by NewCo after the Third Amendment Effective Date to Pearson and Investor upon the exercise of the NewCo Warrants, in each case, each of which shares shall be convertible into one share of common Equity Interests in NewCo at the option of the holder thereof in accordance with the NewCo LLC Agreement.”
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