PAS Group definition
Examples of PAS Group in a sentence
However, if the incoming PAS Group member ceases to be a member of the PAS Group, such former PAS Group member must Transfer its Shares, Warrants or other securities of the Corporation, and assign its rights and obligations under the provisions of this Agreement, back to the Shareholder (or another member of the PAS Group), at no cost to the Corporation.
Subject to the restrictions and in accordance with the procedures set forth herein, the Corporation will use its commercially reasonable efforts to include in any Proposed Distribution to which a Qualification Notice relates, all Qualifiable Securities with respect to which the Corporation has received from the Shareholder (on its own behalf or on behalf of any other PAS Group entity) a Request for inclusion therein (such qualification being hereinafter referred to as an “Incidental Qualification Right”).
However, if the incoming PAS Group member ceases to be an Affiliate of the Shareholder, such former PAS Group member must assign its rights and obligations under the provisions of this Agreement back to the Shareholder (or another member of the PAS Group), at no cost to the Corporation.
The Shareholder may assign its Pre-Emptive Right or Top-Up Right under this Article 3 to any of PAS Group members by written notice to the Company; provided however, that the PAS Group delivers, in a form acceptable to the Corporation, acting reasonably, a legal, valid, and enforceable document whereby the PAS Group member agrees to be bound by, and comply with, the terms of the provisions of this Agreement governing the Pre-Emptive Right and Top-Up Right.
Without limiting the generality of the foregoing, for so long as the PAS Group beneficially owns more than or equal to ten percent (10%) of the issued and outstanding Shares (calculated on a non-diluted basis) the Corporation shall provide the Shareholder with copies of all monthly financial reports as prepared by management of the Corporation as well as any other information and documentation reasonably requested by the Shareholder in respect of the Corporation and its properties.
Such Purchaser is an “accredited investor” as defined in Regulation D promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”).
Upon accepting the PAS Securities Offer to subscribe for any Offered Securities by delivering the PAS Security Acceptance to the Corporation, the Shareholder or the PAS Group will purchase the specified number of Offered Securities set out in the PAS Security Acceptance at the subscription price for such Offered Securities as was set out in the PAS Securities Offer on the later of the closing of the Equity Financing or five (5) Business Days following delivery of the PAS Security Acceptance.
Nothing in this Article 3 shall obligate the Shareholder or PAS Group to purchase any Offered Securities if the Equity Financing does not close.
For greater certainty the Shareholder is only permitted to Transfer Shares, Warrants or other securities of the Corporation pursuant to this Section 4.2 to a PAS Group member that is a direct or indirect majority owned subsidiary of Pan American Silver Corp.