Common Share Capital definition
Examples of Common Share Capital in a sentence
No later than fifteen (15) days after the date hereof, Parent shall designate a paying agent to act for the record holders of shares of the Company Common Share Capital in connection with the Amalgamation, which paying agent shall be reasonably acceptable to the Company (the “Paying Agent”).
Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal duly executed and completed, the Paying Agent shall pay to the holder of shares of Company Common Share Capital evidenced by such Certificate the aggregate Price Per Share attributable to the number of shares of the Company Common Share Capital represented by such Certificate, and such Certificate will then be cancelled.
As of the Effective Time, the register of members of the Company shall be closed, and there shall be no further registration of transfers of shares of Company Common Share Capital thereafter on such register of members.
Each authorized but unissued share of Company Common Share Capital and each share of Company Common Share Capital owned by Parent, Amalgamation Sub, or any wholly owned Subsidiary of the Company or Parent immediately prior to the Effective Time shall be cancelled and retired without any consideration with respect thereto.
If, after the Effective Time, valid Certificates are presented to the Amalgamated Company or to the Paying Agent, they will be cancelled and exchanged for the aggregate Price Per Share attributable to the number of shares of the Company Common Share Capital represented by such Certificates as provided in Section 3.02(c).
The Company Common Share Capital is the only class of equity securities of the Company or any Company Subsidiary that is registered or required under applicable Law to be registered under the Exchange Act.
After the Effective Time, there will be no transfers of shares of the Company Common Share Capital recorded in the register of members of the Amalgamated Company.
The Board of Directors of the Company has received the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (the “Company Financial Advisor”) to the effect that, as of the date hereof and subject to the assumptions, limitations and qualifications set forth therein, the Price Per Share is fair, from a financial point of view, to the holders of shares of the Company Common Share Capital, a copy of which opinion has been provided to Parent.
The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Company Common Share Capital, and any withdrawals of such demands and other instruments received by the Company, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands.
The affirmative vote of the holders of a majority of the outstanding shares of the Company Common Share Capital entitled to vote and voting at a duly called general meeting at which a quorum is present to adopt this Agreement and approve the Amalgamation is the only vote of the holders of any class or series of Company share capital necessary to adopt this Agreement and approve the transactions contemplated hereby.