Pubco Shares definition
Examples of Pubco Shares in a sentence
This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed by (i) the Company and (ii) Holders holding a majority of the PubCo Shares that are then subject to this Agreement; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that materially and adversely affects a Holder, solely in its capacity as a holder of Lock-Up Securities, shall require the consent of the Holder so affected.
From the date of this Agreement through the Closing, DAAQ shall remain listed as a public company on Nasdaq and shall prepare and submit a listing application in connection with the transactions contemplated hereby, covering the PubCo Shares to be issued hereunder in connection with the Closing (the “Listing Application”).
PubCo shall use commercially reasonable efforts to file an effective registration statement on Form S-8 (or other applicable form), as promptly as practicable following the date PubCo is first allowed to file a registration statement on Form S-8, with respect to the PubCo Shares issuable under the PubCo Incentive Equity Plan, and (ii) the PubCo Shares issuable upon exercise of each PubCo Assumption Award that was a Company Option prior to the Effective Date and for which the holder is an individual.
The total number of PubCo Shares to be reserved for issuance pursuant to the PubCo Incentive Equity Plan shall be equal to four percent (4%) of the aggregate number of PubCo Shares that will be outstanding as of immediately after the Closing, calculated on a fully-diluted basis (but not giving effect to the number of shares to be reserved under the PubCo Incentive Equity Plan).
For the avoidance of doubt, the PubCo Shares subject to the PubCo Assumption Awards shall not reduce the number of PubCo Shares subject to the PubCo Assumption Award and the PubCo Incentive Equity Plan.