Examples of New Parent Common Stock in a sentence
New Parent covenants that simultaneously upon such exchange, the Investor’s New Parent Common Stock and New Parent Preferred Stock, respectively, will be registered on SEC registration statement S-4 (or functional equivalent) without any further action on the part of the Investor or New Parent, subject to any restrictions contained in a Lock-Up agreement from Investor dated the date hereof.
Each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Parent Common Stock to be cancelled pursuant to Section 2.3(a)(iii)) shall be converted into one (1) share of validly issued, fully paid and nonassessable New Parent Common Stock.
The Investor’s registration rights with respect to New Parent Common Stock will be governed by the terms of the A&R Registration Rights Agreement, which the Investor hereby agrees to execute, as requested by the Issuer, in connection with the consummation of the Business Combination.
Any Shelf Registration shall provide for the resale of the New Parent Common Stock from time to time in the United States by and pursuant to any method or combination of methods legally available to the Holder (including a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, block trades, derivative transactions with third parties and other hedging transactions).
None of Parent Parties is, and immediately after the issuance and sale of the New Parent Common Stock pursuant to this Agreement none of the Parent Parties will be, required to register as an “investment company” or a company “controlled by” an entity required to register as an “investment company” within the meaning of the Investment Company Act of 1940.
Each Stockholder agrees that promptly after its receipt of an Election Form, it shall (i) return such Election Form and validly make an Exchangeable Election, with respect to all shares of Parent Common Stock, including New Parent Common Stock, owned by such Stockholder, in accordance with the terms and conditions of the Arrangement Agreement and (ii) not revoke such Exchangeable Election.
The New Parent shall deposit with the Exchange Agent in trust for the benefit of the holders of Certificates formerly representing Company Shares, cash together with certificates for such number of shares of New Parent Common Stock into which the Company Shares are converted pursuant to Section 2.1(a)(i)(together with any dividends or distributions with respect thereto with a record date after the Effective Time, the "Exchange Fund").
As of the date of this Agreement, each Member’s Percentage Interest shall be as set forth opposite such Member’s name on Schedule B, and shall be equal to the number of shares of New Parent Common Stock calculated as the product of (x) such Member’s Percentage Interest in the Company immediately prior to the closing of the Transactions and (y) the aggregate number of shares of New Parent Common Stock received by the Company in the Transactions.
No fractional shares of New Parent Common Stock or New Warrants shall be distributed under the Plan.
Each Party shall also take any action required to be taken and make any necessary filings under the Securities Act, the Exchange Act or any applicable state securities Laws in connection with the Contemplated Transactions, this Agreement or the issuance of New Parent Common Stock in the Contemplated Transactions.