ParentCo Shares definition
Examples of ParentCo Shares in a sentence
The Corporation shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the ParentCo Shares are traded and, in connection therewith, may obtain the advice and assistance of such experts as the Trustee may consider necessary or advisable.
Each such withholding agent shall be authorized to sell or otherwise dispose of such portion of the ParentCo Shares payable hereunder as is necessary to provide sufficient funds to enable it to implement such deduction or withholding.
Effective upon the Closing, the parties hereto agree to waive all lock-up restrictions pursuant to the Lock-Up Agreement with respect to, and to exclude from the definition of “Lock-up Shares,” the ParentCo Shares to be received by the Holders upon the Closing in exchange for the units of the Company as set forth opposite their respective names in Exhibit A attached hereto.
Each such withholding agent shall be authorized to sell or otherwise dispose of such portion of the ParentCo Shares (including, for the avoidance of doubt, Resulting Issuer Shares) payable hereunder in a commercially reasonable manner to the extent as is necessary to provide sufficient funds to enable it to implement such deduction or withholding.
Each of ParentCo, MedMen and the Depositary shall be authorized to sell or otherwise dispose of such portion of the ParentCo Shares payable hereunder as is necessary to provide sufficient funds to ParentCo, MedMen and the Depositary, as the case may be, to enable it to implement such deduction or withholding.
Upon purchase of such ParentCo Shares, the holders will receive only a customer confirmation from the registered dealer which is a CDS Participant and from or through which the ParentCo Shares are purchased.
If certificates formerly representing Trust Units have not been so deposited on or before the sixth anniversary of the Effective Date, such certificates shall cease to represent a right or claim of any kind or nature and the right of the holder of the Trust Units previously represented thereby to receive ParentCo Shares shall be deemed to be surrendered to ParentCo, together with all interest or distributions thereon held for such holder.
Each Company Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any ParentCo Shares, or any economic interest in or derivative of such shares, other than those ParentCo Shares issued pursuant to the Business Combination Agreement.
Subject to applicable Laws, following surrender of any such certificate or certificates (or affidavit in accordance with Section 5.2) in accordance with Section 5.1(c) there shall be paid to the holder thereof, without interest, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such ParentCo Shares to which such holder is entitled pursuant to the Arrangement.
P▇▇▇▇▇▇▇ and Sponsor entered into that certain Waiver and Consent, dated as of August 9, 2024 (the “Original Waiver”), to grant a waiver of the lock-up restrictions contained in the Lock-Up Agreement with respect to certain ParentCo Shares to be held by the entities listed on Exhibit A attached hereto (“Holders”).