Nocturne Common Stock definition
Examples of Nocturne Common Stock in a sentence
At or prior to the Effective Time, the Buyer shall deposit the Payment Fund with the Paying Agent for the benefit of the holders of Company Shares for payment through the Paying Agent in accordance with this Section 2.2 in exchange for all of the outstanding Company Shares.
In lieu of the issuance of any such fractional share, Nocturne shall aggregate the total number of shares of Nocturne Common Stock issuable to each Person upon the surrender for exchange of Company Shares, and then round down to the nearest whole number of shares of Nocturne Common Stock for each such Person.
The Sponsor hereby transfers to each of the Participating Stockholders, with effect as of immediately after the Closing, all of its right, title and interest in and to the number of shares of Nocturne Common Stock (the “Shares”) set opposite their respective names in Column C of Schedule A hereto, standing in the Sponsor’s name on the books of Nocturne, free and clear of all Liens, and each of the Participating Stockholders accepts such transfer of the Shares.
There are no other agreements, side letters, or arrangements between Nocturne and any PIPE Investor relating to any Subscription Agreement or the PIPE Investment that could affect the obligation of such PIPE Investors to purchase the shares of Nocturne Common Stock in the PIPE Investment equal to the commitment amount set forth in the Subscription Agreement of such PIPE Investor.
In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Nocturne Shareholder, (i) each Nocturne Ordinary Share outstanding immediately prior to the effective time of the Domestication shall be converted into one (1) share of Nocturne Common Stock.
Prior to the Effective Time, Nocturne shall, to the extent required by the rules and regulations of Nasdaq, prepare and submit to Nasdaq a notification form for the listing of the Nocturne Common Stock, and to cause such shares to be conditionally approved for listing (subject only to official notice of issuance).
Nocturne’s initial listing application with Nasdaq in connection with the Merger shall have been conditionally approved, immediately following the Effective Time Nocturne shall satisfy any applicable initial and continuing listing requirements of Nasdaq and Nocturne shall not have received any notice of non-compliance therewith, and the Nocturne Common Stock to be issued in the Merger shall have been approved for listing on Nasdaq.
The Subscription Agreements will contain all of the conditions precedent (other than the conditions contained in the other Ancillary Agreements) to the obligations of the PIPE Investors to purchase the shares of Nocturne Common Stock in the PIPE Investment in the commitment amount set forth in the Subscription Agreements on the terms therein.