NCA Shares definition
Examples of NCA Shares in a sentence
In no circumstances shall NCA, Bayswater, NCA Mergeco or any other Person be required to recognize a Person exercising Dissent Rights unless such person is a registered holder of the NCA Shares in respect of which such Dissent Rights are sought to be exercised.
The description of the business of Bayswater, its financial condition, assets and properties in the Information Circular will contain sufficient detail to permit holders of NCA Shares to form a reasoned judgment in respect of the Arrangement and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make such description not misleading.
The Parties agree that the Arrangement will be carried out with the intention that all NCA Shares issued on completion of the Arrangement will be issued in reliance on the exemption from the registration requirements of the United States Securities Act of 1933 (the “US Securities Act”) provided by Section 3(a)(10) of the US Securities Act (the “Exemption”).
A registered holder is not entitled to exercise Dissent Rights with respect to NCA Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the resolution approving the Arrangement.
No dividends or other distributions declared or made after the Effective Date with respect to the NCA Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for NCA Shares which, immediately prior to the Effective Date, represented outstanding NCA Shares and will not be payable until the surrender of certificates for NCA Shares for exchange for Bayswater Shares in accordance with the terms of this Plan of Arrangement.
After the Effective Date, certificates formerly representing NCA Shares which are held by an NCA Shareholder will, except for shares held by Dissenting Shareholders, represent only the right to receive certificates representing Bayswater Shares, all in accordance with the terms of the Arrangement.
Any certificate which immediately prior to the Effective Date represented outstanding NCA Shares and which has not been surrendered, with all other instruments required by this Article 3, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in ▇▇▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇ Mergeco or the Depository.
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As soon as possible after the Effective Date, Bayswater will cause the Depository to send (by regular mail) to each Person who was a holder of NCA Shares immediately before the Effective Date at his address shown on NCA’s register of shareholders, a transmittal letter specifying the consideration the Person is entitled to receive pursuant to the Arrangement and will request the Person to surrender for cancellation the certificates representing their NCA Shares.
The NCA Shares are listed and posted for trading on the Exchange.