Acquiror Ordinary Shares Sample Clauses

Acquiror Ordinary Shares. Immediately following the Unit Separation in accordance with Section 3.1(a)(i), (A) each Acquiror Share (which, for the avoidance of doubt, includes the Acquiror Class A Ordinary Shares held as a result of the Unit Separation) issued and outstanding immediately prior to the Initial Merger Effective Time (other than (1) any Acquiror Class B Ordinary Shares, (2) any Acquiror Shares referred to in Section 3.1(a)(v), (3) Redeeming Acquiror Shares and (4) Dissenting Acquiror Shares) shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the applicable Letter of Transmittal in accordance with Section 3.2 (if required by the Exchange Agent in accordance with Section 3.2), one newly issued PubCo Class A Ordinary Share and (B) each Acquiror Class B Ordinary Share issued and outstanding immediately prior to the Initial Merger Effective Time and shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the applicable Letter of Transmittal in accordance with Section 3.2 (if required by the Exchange Agent in accordance with Section 3.2), one newly issued PubCo Class B Ordinary Share. As of the Initial Merger Effective Time, each Acquiror Shareholder shall cease to have any other rights in and to such Acquiror Shares, except as expressly provided herein.
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Acquiror Ordinary Shares. Subject to Section 4.1(a)(iii) each (A) Acquiror Class A Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (being an aggregate of 29,900,000 Acquiror Class A Ordinary Shares) shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Letter of Transmittal in accordance with Section 4.2 (if required by the Exchange Agent in accordance with Section 4.2(b)), one newly issued PubCo Share and (B) Acquiror Class B Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (being an aggregate of 7,475,000 Acquiror Class B Ordinary Shares) shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Letter of Transmittal in accordance with Section 4.2 (if required by the Exchange Agent in accordance with Section 4.2(b)), one newly issued PubCo Share. As of the Merger Effective Time, each Acquiror Shareholder shall cease to have any other rights in and to Acquiror or the Surviving Corporation (other than those rights in and to the Surviving Corporation as a shareholder of the Surviving Corporation).
Acquiror Ordinary Shares. Immediately following the Unit Separation and Acquiror Right Conversion in accordance with Section 3.1(b)(i) and Section 3.1(b)(ii), each Acquiror Ordinary Share (which, for the avoidance of doubt, includes the Acquiror Ordinary Shares held as a result of the Unit Separation and Acquiror Right Conversion) issued and outstanding immediately prior to the Second Merger Effective Time (other than (1) any Acquiror Ordinary Shares referred to in Section 3.1(b)(v), (2) Redeeming Acquiror Shares and (3) Dissenting Acquiror Shares) shall automatically be cancelled and cease to exist in exchange for the right to receive one newly issued PubCo Ordinary Share. As of the Second Merger Effective Time, each Acquiror Shareholder shall cease to have any other rights in and to such Acquiror Ordinary Shares, except as expressly provided herein.
Acquiror Ordinary Shares. 1.2(a) Acquiror Sub.............................................
Acquiror Ordinary Shares. Notwithstanding anything herein to the contrary, the Acquiror Ordinary Shares issued in connection with the Merger will be subject to (i) the terms and conditions of, including any restrictions and encumbrances provided for under, this Agreement, the Escrow Agreement (in the case of Indemnity Escrow Shares), Acquiror’s articles of association and other organizational documents, as may be amended, or amended and restated, from time to time, and any applicable Joinder Agreement, or other Contract entered into by the party to whom such shares were issued, and (ii) applicable securities and corporate Laws, including Dutch Law and U.S. state or federal Law.

Related to Acquiror Ordinary Shares

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Common Shares 4 Company...................................................................................... 4

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

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