Pubco and Subco. RI shall exchange securities as follows: Pubco shall issue the Pubco Distribution Shares to Subco-RI in consideration of the issuance by Subco-RI of the Subco-RI Distribution Shares to Pubco [ and the issuance by Subco-RI of Common Shares of Subco-RI to the Controlling Shareholder].The Subco-RI Distribution Shares shall then be distributed to the Pubco Shareholders holding Pubco Shares as of the Record Date on a pro rata basis, provided that the Pubco Controlling Shareholder will forego the number of Subco-RI Distribution Shares to which he would otherwise be entitled so as to effect a 1:1 distribution of the Pubco Exchange Shares amongst the remaining shareholders of Pubco;
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement