Examples of ExchangeCo Exchangeable Shares in a sentence
Following the Effective Date, the Corporation shall not issue any shares of Class C Common Stock except in connection with the exchange of Company Common Shares (as defined in the BCA) for ExchangeCo Exchangeable Shares and shares of Class C Common Stock pursuant to the Arrangement or as contemplated under Section 4.3(d).
This number is based on the sum of (i) 42,531,822 shares of Class A Common Stock, (ii) 113,260,318 shares of Class A Common Stock issuable upon conversion of ExchangeCo Exchangeable Shares issuable pursuant to the Business Combination Agreement and (iii) 76,410,222 shares of Class A Common Stock, representing the maximum number of shares of Class A Common Stock issuable in respect of the earn-out mechanism set forth in the Business Combination Agreement.
Concurrently with the exchange of Company Common Shares for ExchangeCo Exchangeable Shares pursuant to the terms of the Arrangement, the Company Electing Shareholders shall subscribe, pursuant to a separate subscription, for a corresponding number of shares of SPAC Class C Common Stock.
Represents the repurchase of 1,100,000 ExchangeCo Exchangeable Shares and concurrent repurchase of 1,100,000 shares of Class C Common Stock at $10.00 per share for a total repurchase price of $11,000,000.
Each of the parties hereto covenants and agrees that the terms of the ExchangeCo Exchangeable Shares set forth on Exhibit J hereto shall not be amended, amended or restated, supplemented or otherwise modified in any respect without the mutual written consent of the parties hereto, each acting reasonably.
Prior to the Closing Date, SPAC shall apply for, and shall use commercially reasonable efforts to cause, the shares of SPAC Class A Common Stock to be issued in connection with the Transactions (including pursuant to the exchange or exercise of the ExchangeCo Exchangeable Shares) to be approved for listing on Nasdaq or NYSE and accepted for clearance by DTC, subject to official notice of issuance.
The Electing Shareholders exchange their respective Rumble Class A Shares for 24.7214 ExchangeCo Exchangeable Shares and pursuant to a separate subscription, subscribe for a corresponding number of shares of Class C Common Stock, as discussed in tickmark (E) above.
No fractional ExchangeCo Special Shares or ExchangeCo Exchangeable Shares, as the case may be, will be issued to Company Shareholders.
Events, like sensor acquisition of message arrival, originate from the hardware and are passed upwards the component layers.
Voting Control is calculated based on fully-diluted share count as of the Closing (including all shares of Class A Common Stock issuable upon exchange of the ExchangeCo Exchangeable Shares and all Forfeiture Escrow Shares and the Sponsor’s shares subject to forfeiture and cancellation under the Sponsor Support Agreement).