Examples of Northgate Shares in a sentence
The Northgate Shares are listed on the TSX and NYSE Amex and are not listed or quoted on any other market, and Northgate is in compliance with the applicable listing and corporate governance rules and regulations of the TSX and NYSE Amex.
Except as disclosed in the Northgate Disclosure Letter, there are no outstanding contractual obligations of Northgate or of any of the Northgate Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Northgate Shares or with respect to the voting or disposition of any outstanding Northgate Shares.
Northgate is authorized to issue an unlimited number of Northgate Shares and an unlimited number of preferred shares.
All issued and outstanding Northgate Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights.
The only votes of the holders of any class or series of the Northgate Shares, Northgate Options or other securities of Northgate necessary to approve this Agreement and the Arrangement and the transactions contemplated hereof or thereby is the approval of the Northgate Resolution.
No dividend or other distribution declared or made after the Effective Time with respect to Northgate Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Primero Shares unless and until the holder of such certificate shall have complied with the provisions of section 5.1 or section 5.2 hereof.
The Parties intend that the issuance of Northgate Shares and Northgate Exchange Options under the Arrangement will be exempt from the registration requirements of the 1933 Act pursuant to section 3(a)(10) thereof, will not be subject to registration or qualification under state “blue sky” or securities laws and will otherwise be in compliance with all U.S. Securities Laws.
The Northgate Shares to be issued pursuant to the Arrangement and upon exercise of the Primero Options and Primero Warrants will, upon issue, be issued as fully paid and non-assessable Northgate Shares.
Northgate will issue, at the Effective Time, Northgate Shares, in accordance with the terms of the Plan of Arrangement, to those Primero Shareholders who are entitled to receive Northgate Shares pursuant to the Arrangement.
Conditions are necessary to ensure the replacement parking area is provided before the existing car park is removed.