Nomad Shares definition
Examples of Nomad Shares in a sentence
The Company will from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Nomad Shareholders, information regarding beneficial ownership of Nomad Shares and lists of holdings and other assistance as the Purchaser may reasonably request to be able to communicate with respect to the Arrangement with the Nomad Shareholders.
Each of the Company and the Purchaser agrees to cooperate with the other Party in taking, or causing to be taken, all actions necessary to delist the Nomad Shares from the TSX, NYSE and FSE as promptly as practicable following the Effective Time (including, if requested by the Purchaser, such items as may be necessary to delist the Nomad Shares on the Effective Date).
In no event shall any holder of Nomad Shares be entitled to a fractional Purchaser Share.
All outstanding Nomad Shares have been, and all Nomad Shares issuable upon the exercise, conversion or vesting of rights under the Nomad Options, Nomad PSUs, Nomad RSUs, Nomad DSUs, Nomad Warrants, the Deferred Payment Agreement and the Nomad DRIP in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable shares of the Company and are not and will not be, as applicable, subject to or issued in violation of, any pre-emptive rights.
Without limiting the generality of the foregoing, all issued and outstanding Nomad Shares have been issued in compliance with all applicable Securities Laws.
There are no outstanding securities, bonds, debentures or other evidences of indebtedness of the Company or its subsidiaries that have the right to vote (or that are convertible into or exercisable for securities having the right to vote) with the holders of the Nomad Shares on any matter.
Each director and executive officer of the Company intends to vote all Nomad Shares held by him or her in favour of the Arrangement Resolution and has agreed that the news release referred to in Section 2.2(a) may so state and that references to such intention may be made in the Circular and other documents relating to the Arrangement.
Other than the Nomad Shares, the Company does not have, nor is it required to have, any class of equity securities registered under the U.S. Exchange Act, nor is the Company subject to any reporting obligations pursuant to Section 15(d) of the U.S. Exchange Act.
For greater certainty, the Purchaser shall not pursuant to this Section 2.12 provide or deposit in escrow with the Depositary prior to the Effective Date any cash, Purchaser Shares or other consideration for the Nomad Shares held by Nomad Shareholders validly exercising Dissent Rights.
Without limiting the foregoing, any statutorily required withholding obligation with regard to any Company Shareholder, or any other person pursuant to this Plan of Arrangement may be satisfied by selling on such person's behalf a portion of the Nomad Shares and Consideration Warrants to be delivered.