Consideration Shares definition
Examples of Consideration Shares in a sentence
Simultaneously with the steps set out in Sections 2.4(e), an amount equal to the aggregate Fair Market Value of the New ParentCo Consideration Shares shall be reflected in the legal stated capital (or equivalent capital account) of New ParentCo and, for greater certainty, no amount shall be reflected in respect of the issuance of the New ParentCo Special Voting Share pursuant to Section 2.4(g)(iii) other than any nominal amount required under applicable Law.
For greater clarity, if the value of the Consideration Shares to be returned as determined in accordance with this ARTICLE VIII is less than the total amount owed for any indemnification obligations owed pursuant to Section 8.02, the applicable Selling Shareholder shall satisfy the difference in cash.
No fractional New ParentCo Consideration Shares shall be issued and no cash or other consideration shall be paid in lieu thereof.
No dividends payable on or in respect of New ParentCo Consideration Shares or Exchangeable Consideration Shares with a record date after the Effective Time shall be paid to the holder of any certificate or certificates which, immediately prior to the Effective Time, represented outstanding URC Shares that were transferred pursuant to Section 2.4 in respect of which New ParentCo Consideration Shares or Exchangeable Consideration Shares were issued pursuant to the Arrangement.
Notwithstanding anything herein to the contrary, in no event shall the Purchaser issue any Consideration Shares pursuant to this Section 2.03 to any individual Selling Shareholder (or any group of Selling Shareholders acting jointly or in concert) if such issuance would result in such Selling Shareholder (or group) holding in excess of 19.99% of the Purchaser’s outstanding common shares, unless and until all applicable regulatory approvals have been obtained, including that of the TSXV.