Examples of Newco Securities in a sentence
As a result of such payment, (x) the Newco Securities to be issued pursuant to Section 3.01(a) will be fully paid up, (y) the Cumulative Issue Price will be fully paid and settled and (z) the Cash Consideration will be fully paid and settled.
Rigel, Newco, Merger Sub and the Target Companies shall each, and shall each cause their respective Subsidiaries to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable under applicable Law and the rules and policies of Nasdaq to cause the Newco Securities issued in connection with the Transactions to be approved for listing on the Nasdaq as of the Closing (the “Listing”).
As used herein, the term “Voting Shares” shall mean, taken together, all securities of Rigel (including any Newco Securities, as applicable) beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act, excluding shares of stock underlying unexercised options or warrants, but including any shares of stock acquired upon exercise of such options or warrants) by any Sponsor, including any and all securities of Rigel acquired and held in such capacity subsequent to the date hereof.
All Newco Securities issuable pursuant to Section 3.01 shall be deemed issued and outstanding as of the Merger Effective Time.
Subject to the effect of escheat, Tax or other applicable Laws, the holder of the Rigel Securities representing an entitlement to whole Newco Securities issued in exchange therefor will be promptly paid, without interest (subject to any applicable withholding Tax), the amount of dividends or other distributions with a record date after the Merger Effective Time and theretofore paid with respect to such whole Newco Security.