Purchaser Subco definition
Examples of Purchaser Subco in a sentence
The Purchaser shall receive on the Merger and amalgamation one Mergerco common share in exchange for each Purchaser Subco common share previously held and each Company Share (other than Dissenting Shares held by Dissenting Shareholders who are ultimately determined to be entitled to be paid fair value for their Dissenting Shares in accordance with Article 4) shall entitle the holder thereof to the Consideration.
The stated capital account maintained for the subordinate voting shares of Mergerco will be equal to the aggregate of the paid-up capital, for purposes of the Tax Act, of the Purchaser Subco shares held by the Purchaser and the Company Shares, immediately prior to the Merger.
The Purchaser shall receive on the Merger and amalgamation one Mergerco subordinate voting share in exchange for each Purchaser Subco common share previously held and each Company Share (other than Dissenting Shares held by Dissenting Shareholders who are ultimately determined to be entitled to be paid fair value for their Dissenting Shares in accordance with Article 4) shall entitle the holder thereof to the Consideration.
The stated capital account maintained for the common shares of Mergerco will be equal to the aggregate of the paid-up capital, for purposes of the Tax Act, of the Purchaser Subco shares held by the Purchaser and the Company Shares, immediately prior to the Merger.
At the Effective Time, the Purchaser shall cause Purchaser Subco to deliver such number of ORAs to the Trust.
Any such certificate formerly representing outstanding Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Parent, the Purchaser, the Purchaser Subco or the Company.
Upon delivery of such notice to Purchaser Subco and the Vendor at or before the Closing Time, Purchaser Subco shall be bound by the Purchaser’s obligations and entitled to exercise the Purchaser’s rights under this Agreement.
No bona fide legal or regulatory action or proceeding will be pending or threatened by any Person to enjoin, restrict or prohibit the Business Combination or any other of the transactions contemplated hereby, or the right of Purchaser, Subco or the Company, to conduct, expand, and develop their business or cause any component of the Business Combination or any transaction related to the Business Combination to be rescinded following consummation.
Immediately following issuance of the Consideration Shares, the issued and outstanding shares in the capital of Purchaser Subco will consist of 60 Class A Shares issued to Purchaser Holdco and 40 Class B Common Shares, being the Consideration Shares, issued to the Vendor.
In no circumstances shall Purchaser, Subco, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of Company Shares in respect of which such Dissent Rights are sought to be exercised.