Old Common Shares definition
Examples of Old Common Shares in a sentence
Without any other action on the part of the Trust or any other person, effective immediately on June 16, 2022 (the “Effective Time”), each 15 shares of the Trust’s Common Shares issued and outstanding (the “Old Common Shares”) shall automatically, without further action on the part of the Trust or any holder of Old Common Shares, convert into one fully paid and nonassessable Common Share (the “New Common Share”).
The Company has the corporate authority to issue a total of 10,000,000 shares of $0.001 par value Common Stock and 1,000,000 shares of $0.01 par value Preferred Stock, of which 3,439,247 common shares ("Old Common Stock" or "Old Common Shares") are presently issued and outstanding.
Pursuant to the Plan of Arrangement, the identifying name of the Parentco Old Common Shares will be changed from “Common shares” to “Class A Common shares”, and the special rights and restrictions attached to such shares will be amended to provide the holders thereof with two votes in respect of each share held.
The rights, privileges, restrictions and conditions attached to the Parentco Old Common Shares are as set out in the notice of articles and articles of Parentco most recently filed on SEDAR.
All of the issued and outstanding Parentco Old Common Shares are fully paid and non-assessable and have been duly authorized and issued, in compliance with Applicable Laws and not in violation of or subject to any pre-emptive or similar right that entitles any Person to acquire from Parentco any Parentco Old Common Shares or other securities of Parentco or any of its Subsidiaries.
As of the Effective Date, all Old Common Shares that have been authorized to be issued but that have not been issued shall be deemed cancelled and extinguished without any further action of any party.
The authorized share capital of Parentco consists of an unlimited number of Parentco Old Common Shares.
The Board has determined in good faith that the aggregate value of (a) the Old Common Shares being surrendered, (b) the License Agreement, (c) the URL Rights and (d) the Additional Assets being contributed to the Company in accordance with this Article IV by J.P. Morgan is $26,000,000.
Computershare Investor Services Inc., at its offices in Vancouver, British Columbia, is the duly appointed registrar and transfer agent of Parentco with respect to the Parentco Old Common Shares and, following the Effective Date, will be the duly appointed registrar and transfer agent of Parentco with respect to the Parentco New Common Shares.
J.P. Morgan currently owns (i) 100,000 shares of the Company's comm▇▇ ▇▇▇▇▇ (▇he "Old Common Shares"), (ii) an exclusive, perpetual and irrevocable license to use, market, distribute and sub-lease DealerTrack technology pursuant to the terms of a License Agreement, dated as of February 1, 2001, between The Chase Manhattan Bank and J.P. Morgan Partners (23A SBIC Manager), Inc., a Delaware corporati▇▇ (▇▇▇ "▇▇cense Agreement"), which was assigned by J.P. Morgan Partners (23A SBIC Manager), Inc.