Examples of Pubco Ordinary Shares in a sentence
The 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 Pubco Ordinary Shares, or any economic interest in or derivative of such shares, other than those Pubco Ordinary Shares issued or will be issued pursuant to the Merger Agreement (the “Merger Shares”).
No certificates or scrip representing fractional Pubco Ordinary Shares will be issued pursuant to the SPAC Merger, the conversion of SPAC Rights and any provisions of Article II, and instead any such fractional share that would otherwise be issued will be rounded down to the nearest whole share.
Company Disclosure Schedule Section 5.06(a) contains a list of all of the holders of the Pubco Ordinary Shares as of the date of this Agreement, the number of Pubco Ordinary Shares as of the date of this Agreement owned by each shareholder, and each shareholder’s residence address.
Pubco shall ensure (and the Company shall use commercially reasonable efforts to ensure) that, at or prior to the Closing, the shares of Pubco Ordinary Shares that will be part of the Closing Date Share Merger Consideration, as well as the Pubco Ordinary Shares to be issued in the SPAC Merger, are approved for listing on Nasdaq, subject to official notice of issuance (if applicable), which approval shall be a condition to the obligations of SPAC and the Company under this Agreement.
For purposes of this Article XI, the Escrow Shares are valued at $10.00 per share of Pubco Ordinary Shares (the “Escrow Share Value”).