Examples of Purchaser Ordinary Shares in a sentence
All issued and outstanding Purchaser Ordinary Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Companies Act, the Purchaser’s organizational documents or any contract to which Purchaser is a party or by which Purchaser is bound.
Except as set forth in Schedule 5.7 (a) of the Purchaser Disclosure Schedule and except for the shares of capital stock underlying the Backstop Agreement, or a PIPE Investment (if any) (consisting of the Purchaser Ordinary Shares and any other securities issuable as part of the Investment), no other shares of capital stock or other voting securities of Purchaser are issued, reserved for issuance or outstanding.
Purchaser has taken no action in an attempt to terminate the registration of the Purchaser Ordinary Shares, Purchaser Units or Purchaser Rights under the Exchange Act.
Any payments to Purchaser from the Indemnification Escrow Shares will be treated as a reduction in the number of Purchaser Ordinary Shares issued to the Escrow Participant for U.S. federal income tax purposes.
There is no Proceeding pending or, to Purchaser’s Knowledge, threatened against Purchaser by the SEC with respect to the deregistration of the Purchaser Ordinary Shares, Purchaser Units or Purchaser Rights under the Exchange Act.