Common use of Ownership of Outstanding Shares Clause in Contracts

Ownership of Outstanding Shares. Without the prior approval of the Company and the prior approval of the holders of the Exchangeable Shares given in accordance with Part 2 Section 1.10(b) of the Exchangeable Share Provisions, Parent covenants and agrees in favour of the Company that, as long as any outstanding Exchangeable Shares not owned by Parent or its Subsidiaries are outstanding, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding common shares in the capital of the Company and Callco. Notwithstanding the foregoing, Parent shall not be in violation of this Section 2.10if any person or group of persons acting jointly or in concert acquires all or substantially all of the assets of Parent or the Parent Shares pursuant to any merger or similar transaction involving Parent pursuant to which Parent is not the surviving corporation.

Appears in 1 contract

Samples: Exchangeable Share Support Agreement (Recursion Pharmaceuticals, Inc.)

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Ownership of Outstanding Shares. Without the prior approval of the Company and the prior approval of the holders of the Exchangeable Shares given in accordance with Part 2 Section 1.10(b10(b) of the Exchangeable Share Provisions, Parent covenants and agrees in favour of the Company that, as long as any outstanding Exchangeable Shares not owned by Parent or its Subsidiaries are outstanding, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding common shares in the capital of the Company and Callco. Notwithstanding the foregoing, Parent shall not be in violation of this Section 2.10if 2.11 if any person or group of persons acting jointly or in concert acquires all or substantially all of the assets of Parent or the Parent Shares pursuant to any merger or similar transaction involving Parent pursuant to which Parent is not the surviving corporation.

Appears in 1 contract

Samples: Exchangeable Share Support Agreement (Penn National Gaming Inc)

Ownership of Outstanding Shares. Without the prior approval of the Company and the prior approval of the holders of the Exchangeable Shares given in accordance with Part 2 Section 1.10(b26.11(b) of the Exchangeable Share Provisions, Parent covenants and agrees in favour of the Company that, as long as any outstanding Exchangeable Shares not owned by Parent or its Subsidiaries are outstanding, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding common shares in the capital of the Company Common Shares and Callco. Notwithstanding the foregoing, Parent shall not be in violation of this Section 2.10if 2.11 if any person or group of persons acting jointly or in concert acquires all or substantially all of the assets of Parent or the Parent Shares pursuant to any merger or similar transaction involving Parent pursuant to which Parent is not the surviving corporation.

Appears in 1 contract

Samples: Exchangeable Share Support Agreement (HWEL Holdings Corp.)

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Ownership of Outstanding Shares. Without the prior approval of the Company Purchaser and the prior approval of the holders of the Exchangeable Shares given in accordance with Part 2 Section 1.10(b) 13.2 of the Exchangeable Share Provisions, Parent covenants and agrees in favour of the Company Purchaser that, as long as any outstanding Exchangeable Shares not are owned by any Person other than Parent or any of its Subsidiaries are outstandingAffiliates, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding common voting shares in the capital of the Company Purchaser and CallcoCanco. Notwithstanding the foregoing, Parent shall not be in violation of this Section 2.10if section if any person or group of persons acting jointly or in concert acquires all or substantially all of the assets of Parent or the Parent Shares pursuant to any merger or similar transaction involving of Parent pursuant to which Parent is was not the surviving corporation.

Appears in 1 contract

Samples: Voting Agreement (Ad.Venture Partners, Inc.)

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