Shellco definition
Examples of Shellco in a sentence
If the Subsequent Registration Statement is being filed pursuant to a third-party written agreement obligating the Parent to file the same, the holders of the Shellco Stockholder Shares shall be entitled to receive all notices and documents sent by the Parent to the third-party whose securities are being registered pursuant to such Subsequent Registration Agreement.
Promptly after the transfer to New Shellco of all of the outstanding capital stock of RGS Japan, New ▇▇▇▇ Japan shall be dissolved or otherwise liquidated.
As soon as practicable after the Closing Date, but in any event prior to the first anniversary of the Closing Date, Company shall cause New Shellco and RGS Japan to consummate the ▇▇▇▇ Japan Merger.
However, if a Dissenting Shareholder fails to perfect or effectively withdraws such Dissenting Shareholder’s claim under the OBCA or forfeits such Dissenting Shareholder’s right to make a claim under the OBCA, or if such Dissenting Shareholder’s rights as a Target Shareholder are otherwise reinstated, such Target Shareholder’s Target Shares shall thereupon be deemed to have been exchanged for Shellco Shares as of the Effective Time as prescribed herein.
The Parent shall include in the registration statement that it anticipates filing with the SEC on Form S-1 or similar form after the Closing Date (the "Registration Statement"), that includes the shares that Ariston contemplates selling in the Financing (defined below in Section 6.3(c)), the shares of each of the current stockholders of Parent (the "Shellco Stockholder Shares").
If the Subsequent Registration Statement is being filed pursuant to a third-party written agreement obligating the Company to file the same, the holders of the Shellco Stockholder Shares shall be entitled to receive all notices and documents sent by the Company to the third-party whose securities are being registered pursuant to such Subsequent Registration Agreement.
Parent and the Company covenants and agrees with the holders of the Shellco Stockholder Shares that such recapitalization will not exceed a 1-for-11.23 reverse split of the Parent Common Stock.
Target Shares which are held by a Dissenting Shareholder shall not be exchanged for Shellco Shares pursuant to the Amalgamation.
Each of Shellco and Target agree to consult with each other prior to issuing any press releases or otherwise making public statements with respect to this Agreement or the Amalgamation or making any filing with any Governmental Authority with respect thereto.
Target shall give Shellco notice of any written notice of a dissent, withdrawal of such notice, and any other instruments served pursuant to such dissent rights and received by Target and shall provide Shellco with copies of such notices and written objections.