Pubco Shareholders definition
Examples of Pubco Shareholders in a sentence
In addition to any other restrictions under the Interim Order and Division 2 of Part 8 of the BCBCA, and for greater certainty, Pubco Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Pubco Arrangement Resolution shall not be entitled to exercise Pubco Dissent Rights.
Pubco shall pay all of its transfer agent fees with respect to the distribution of the Subco-RI Distribution Shares to the Pubco Shareholders.
Prior to the Closing, the Company shall cause certain existing Pubco Shareholders (the “Company Lock-Up Shareholders”) to enter into an agreement with SPAC to be effective as of the Closing, pursuant to which at least ninety-nine percent (99%) of the Company Merger Consideration shall be subject to a lock-up in accordance with the terms and conditions more fully set forth in the Company Lock-up Agreement in substantially the form attached hereto as Exhibit D.
Notwithstanding the foregoing, each of Pubco on the one hand, and the PCPS Parties, on the other hand (the PCPS Parties on behalf of the Pre-Closing Pubco Shareholders), shall be responsible for one-half (1/2) of such indemnification obligations, and each of Pubco on the one hand and the PCPS Parties, on the other hand, shall have the right to seek contribution from the other to the extent that it pays for more than one-half (1/2) of such indemnification obligations.
The Pubco Board has unanimously determined to recommend to the Pubco Shareholders that the Pubco Shareholders vote in favour of each of the Pubco Meeting Matters at the Pubco Meeting.
Pubco agrees that it shall, in consultation with Verano, fix and publish a record date for the purposes of determining the Pubco Shareholders entitled to receive notice of and vote at the Pubco Meeting in accordance with the Interim Order.
No fractional Subco-RI Shares shall be issued to the Buyco Securityholders or Pubco Shareholders in connection with the foregoing procedure (after aggregating all fractional entitlements for a particular Buyco Securityholder) and fractions shall be rounded down to the next nearest whole share.
No further act or proceeding on the part of any Pubco Entity, any Pubco Entity Board or the respective shareholders of a Pubco Entity is necessary to authorize the execution, delivery and performance of this Agreement, except for the approval of the Pubco Meeting Matters by the Pubco Shareholders.
Subco-RI shall, as soon as practicable following the Effective Time, arrange for the delivery to holders of Buyco Shares and Pubco Shareholders of one or more certificates representing that number of Subco-RI Shares determined in accordance with Section 2.3 of this Plan of Arrangement.
Pubco shall pay all of its transfer agent fees with respect to the distribution of the Issuer Distribution Shares to the Pubco Shareholders.