Effects of the Transaction. Subject to the other terms and provisions of this Agreement, as at the Closing Date and after giving effect to both (i) the payment of the Purchase Price, including the issuance of 4,000,000 Holdings Purchase Shares, and (ii) the transfer of the Subject Shares (the “Transaction”): (a) Holdings will own not less than One Hundred (100%) Percent of the capital stock of the Company, as calculated on a fully diluted basis; (b) The Company will be a wholly-owned subsidiary of Holdings; and (c) The Company Stockholders will be holders of 40% of the issued and outstanding shares of Holdings Fully Diluted Common Stock. (d) In the event that between the date of this Agreement and the Closing Date, the Company enters into one or more agreements to issue any Company Common Stock or any “Common Stock Equivalents” (hereinafter defined), or any holder of Common Stock Equivalents exercises or converts such securities into Holdings Common Stock, all such Company Common Stock issued (or deemed issued in respect of any Common Stock Equivalents) pursuant to such transactions shall be included in the calculation of Fully-Diluted Company Stock.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Origo Acquisition Corp), Stock Purchase Agreement (Hightimes Holding Corp.)