Pubco Common Shares definition
Examples of Pubco Common Shares in a sentence
Seller acknowledges that the Pubco Common Shares are subject to dilution for events not under the control of Seller.
Seller does not have any contract, agreement or understanding with any person or entity to sell, transfer, or grant participations to such person, or to any third person or entity, with respect to the Pubco Common Shares.
The Seller agrees to take any and all Pubco Common Shares that the Seller shall receive subject to the memorandum of association of Pubco and subject also to the Amended Pubco Charter, and the Seller hereby authorises Pubco to enter its name and address in the register of members of Pubco in respect of such Pubco Common Shares received.
The consideration to be paid to Seller for all of its Company Shares at the Closing shall be Seller’s pro rata portion of the cash consideration and Pubco Common Shares due to such Seller in accordance with Section 2.2 of Business Combination Agreement.
Seller acknowledges and agrees that no representations or warranties have been made by the Company, Purchaser, Pubco or any of their respective Representatives, and that Seller has not been guaranteed or represented to by any person or entity, (i) any specific amount or the distribution of any cash, property or other interest in Pubco, or (ii) the profitability or value of the Pubco Common Shares in any manner whatsoever.
If following the Effective Time, and subject to the provisions of Part 4.6 below, the number of outstanding Pubco Common Shares is increased by a share dividend payable in Pubco Common Shares, or by a split up of Pubco Common Shares, or other similar event, then, on the effective date of such share dividend, split up or similar event, the number of Pubco Common Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Pubco Common Shares.
In the event that Pubco securities that are convertible into Pubco Common Shares are included in the offering, the calculations under this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Common Share basis.
Upon due and proper exercise of a Warrant, Pubco shall make the necessary entries in the register of members of Pubco (and, if agreed between the Registered Holder and Pubco, issue a certificate) to reflect such Warrantholder as holder of the Pubco Common Shares issued in respect of the exercised Warrant.
If after the date hereof, and subject to the provisions of Part 4.6 below, the number of issued and outstanding Pubco Common Shares is decreased by a consolidation, combination or reclassification of Pubco Common Shares or other similar event, then, on the effective date of such consolidation, combination, reclassification or similar event, the number of Pubco Common Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Pubco Common Shares.
Pubco shall at all times reserve and keep available a number of its authorized but unissued Pubco Common Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.