Issuance and Ownership of the ParentCo Preferred Shares Clause Samples

Issuance and Ownership of the ParentCo Preferred Shares. Prior to the Merger, AdValiant USA shall issue to and deposit with the Trustee, 100 AdValiant USA Preferred Voting Shares and upon the Merger becoming effective, the AdValiant USA Preferred Voting Shares shall be changed into a total of 400 DGI Preferred Voting Shares of which DGI shall issue and deposit certificates representing (i) 100 DGI Preferred Voting Shares with the Trustee to be thereafter held of record by the Trustee as trustee for and on behalf of the Holders in accordance with the provisions of this agreement and (ii) 300 DGI Preferred Voting Shares with the Escrow Agent to be held by the Escrow Agent and delivered from time to time at Supplemental Closings to the Trustee in accordance with the terms of the Merger Agreement and the Escrow Agreement. AdValiant USA and DGI hereby acknowledge receipt from the Trustee as trustee for and on behalf of the Holders of good and valuable consideration (and acknowledge the sufficiency or adequacy thereof) for the issuance of the ParentCo Preferred Shares deposited by each of them with the Trustee and the Escrow Agent. During the term of the Trust and subject to the terms and conditions of this agreement, the Trustee shall possess and be vested with full legal ownership of the ParentCo Preferred Shares not held by the Escrow Agent pursuant to the terms of the Escrow Agreement and the Merger Agreement and the Trustee shall be entitled to exercise all of the rights and powers of an owner with respect to such ParentCo Preferred Shares, provided that the Trustee shall: (a) hold the ParentCo Preferred Shares and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance with the provisions of this agreement; and (b) except as specifically authorized by this agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the ParentCo Preferred Shares, and the ParentCo Preferred Shares shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this agreement.