Examples of Northgate Shares in a sentence
The Northgate Shares are listed on the TSX and NYSE Amex and are not listed or quoted on any other market, and Northgate is in compliance with the applicable listing and corporate governance rules and regulations of the TSX and NYSE Amex.
Northgate is authorized to issue an unlimited number of Northgate Shares and an unlimited number of preferred shares.
Except as disclosed in the Northgate Disclosure Letter, there are no outstanding contractual obligations of Northgate or of any of the Northgate Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Northgate Shares or with respect to the voting or disposition of any outstanding Northgate Shares.
All issued and outstanding Northgate Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights.
The issuance of Northgate Shares and Northgate Exchange Options in connection with the Arrangement will be exempt from the registration requirements of the 1933 Act pursuant to section 3(a)(10) thereof.
Northgate will issue, at the Effective Time, Northgate Shares, in accordance with the terms of the Plan of Arrangement, to those Primero Shareholders who are entitled to receive Northgate Shares pursuant to the Arrangement.
The only votes of the holders of any class or series of the Northgate Shares, Northgate Options or other securities of Northgate necessary to approve this Agreement and the Arrangement and the transactions contemplated hereof or thereby is the approval of the Northgate Resolution.
The Northgate Shares to be issued pursuant to the Arrangement and upon exercise of the Primero Options and Primero Warrants will, upon issue, be issued as fully paid and non-assessable Northgate Shares.
In a timely and expeditious manner, Northgate shall take all such actions and do all such acts and things as are specified in the Interim Order, the Plan of Arrangement (including issuing the Northgate Shares and any other securities contemplated pursuant to section 3.1 of the Plan of Arrangement) and the Final Order to be taken or done by Northgate.
The Parties intend that the issuance of Northgate Shares and Northgate Exchange Options under the Arrangement will be exempt from the registration requirements of the 1933 Act pursuant to section 3(a)(10) thereof, will not be subject to registration or qualification under state “blue sky” or securities laws and will otherwise be in compliance with all U.S. Securities Laws.