AUTHORISED AND ISSUED SHARE CAPITAL. Immediately prior to the Effective Time (as defined below) the authorized share capital of Merger Sub is US$10,000 divided into 1,000,000 ordinary shares, par value US$0.01 per share, of which 1 share is in issue.
AUTHORISED AND ISSUED SHARE CAPITAL. Immediately prior to the Effective Time (as defined below) the authorized share capital of Merger Sub will be US$[·] divided into [●] ordinary shares, par value US$[●] per share, of which 1 share is in issue.
AUTHORISED AND ISSUED SHARE CAPITAL. Immediately prior to the Effective Date (as defined below) the authorized share capital of Parent was US$100,000 divided into 10,000,000 shares with a par value of US$0.01 each, of which 8,688,657 shares have been issued and fully paid. Immediately prior to the Effective Date the authorized share capital of the Company was US$700,000 divided into 7,000,000,000 shares of a par value of US$0.0001 each, of which 4,165,088,417 shares have been issued and fully paid. On the Effective Date, the authorized share capital of the Surviving Company shall be US$ 100,000 divided into 10,000,000 ordinary shares with a par value of US$0.01 each of which 8,688,657 shares shall be in issue credited as fully paid. On the Effective Date:
AUTHORISED AND ISSUED SHARE CAPITAL. 4.1 Immediately prior to the Effective Time (as defined below), the authorised share capital of Merger Sub was US$50,000 divided into 5,000,000 shares of a par value of US$0.01 each, of which 50,000 shares have been issued and fully paid.
4.2 Immediately prior to the Effective Time, the authorised share capital of the Company was US$5,000,000 divided into 500,000,000 shares (the “Company Shares”) of a par value of US$0.01 each, of which [•] have been issued and fully paid.
4.3 At the Effective Time, the authorised share capital of the Surviving Company shall be US$50,000 divided into 5,000,000 shares of a par value of US$0.01 each.
4.4 At the Effective Time, and in accordance with the terms and conditions of the Merger Agreement:
(a) each Company Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares and the Dissenting Shares, shall be cancelled in exchange for the right to receive the Per Share Merger Consideration determined in accordance with section [2.1(a)] and section [2.1(f)] of the Merger Agreement without interest and subject to adjustments in accordance with the Merger Agreement;
(b) each Excluded Share issued and outstanding immediately prior to the Effective Time shall be cancelled and no consideration or payment shall be delivered in exchange therefor or in respect thereof;
(c) each Dissenting Share issued and outstanding immediately prior to the Effective Time shall be cancelled and the holders of Dissenting Shares shall not be entitled to receive the Per Share Merger Consideration and shall instead be entitled only to payment of the fair value of such Dissenting Shares determined in accordance with the provisions of the Companies Act; and
(d) each share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable ordinary share of the Surviving Company.
AUTHORISED AND ISSUED SHARE CAPITAL. Immediately prior to the Effective Date the authorized share capital of Mergersub was HK$1 divided into 50,000 ordinary shares of HK$0.00002 par value per share all of which had been issued.
AUTHORISED AND ISSUED SHARE CAPITAL. (a) Immediately prior to the Effective Time:
(i) The authorised share capital of the Surviving Company was US$[11,000] divided into [110,000,000] shares of a par value US$[0.0001] per share each, of which [100,000,000] were ordinary shares (the Ordinary Shares) and [10,000,000] were series A participating preferred shares (the Preferred Shares);
(ii) [●] Ordinary Shares were issued and outstanding, and [●] Ordinary Shares were held by the Company in its treasury; and
(iii) [No] Preferred Shares were issued and outstanding;
(b) Immediately prior to the Effective Time, the authorised share capital of the Merging Company was US$[50,000] divided into [50,000] shares of a par value of US$[1.00] each, all of which were issued and fully paid.
(c) At the Effective Time, the authorized share capital of the Surviving Company shall be US$[11,000] divided into [110,000,000] ordinary shares of a par value US$[0.0001] per share.
AUTHORISED AND ISSUED SHARE CAPITAL. Immediately prior to the Merger Effective Time (as defined below), the authorized share capital of the Acquiror shall be US$22,100 divided into (i) 200,000,000 Class A ordinary shares of a par value of US$0.0001 each (“Acquiror Class A Ordinary Shares”) (of which [29,900,000] are issued and outstanding), (ii) 20,000,000 Class B ordinary shares of a par value of US$0.0001 each (“Acquiror Class B Ordinary Shares”) (of which [7,475,000] are issued and outstanding), and (iii) 1,000,000 preferred shares of a par value of US$0.0001 each (none of which are issued and outstanding) ((i), (ii) and (iii) collectively the “Acquiror Shares”).
AUTHORISED AND ISSUED SHARE CAPITAL. Immediately prior to the Effective Date the authorized share capital of Mergersub was $[·] divided into [·] ordinary shares of $[·] par value per share of which [·] had been issued and fully paid.
AUTHORISED AND ISSUED SHARE CAPITAL. 4.1 Immediately prior to the Merger, the authorized share capital of the Merger Sub is US$50,000 divided into 50,000 ordinary shares of a par value of US$1 each, one share of which has been issued.
4.2 Immediately prior to the Merger, the authorized share capital of the Surviving Corporation is US$[—] divided into [—] ordinary shares of a par value of US$0.001 each, [—] shares of which have been issued.
4.3 Following the Merger, the authorized share capital of the Surviving Corporation shall be US$50,000 divided into 50,000 ordinary shares of a par value of US$1 each.
AUTHORISED AND ISSUED SHARE CAPITAL. 5.1. Immediately prior to the Effective Date (as defined below), the authorised share capital of the Surviving Company is US$22,200 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each ("SPAC Class A Ordinary Shares"), 20,000,000 Class B ordinary shares of a par value of US$0.0001 each ("SPAC Class B Ordinary Shares") and 2,000,000 preference shares of a par value of US$0.0001 each ("Preference Shares"), of which 28,650,874 SPAC Class A Ordinary Shares and 7,162,718 SPAC Class B Ordinary Shares have been issued and fully paid and no Preference Shares have been issued.
5.2. Immediately prior to the Effective Date, the authorised share capital of the Merging Company is US$50,000 divided into 5,000,000,000 ordinary shares of a par value of US$0.00001 each, of which 10,000 shares have been issued and fully paid.
5.3. From the Effective Date, the authorised share capital of the Surviving Company shall be US$[50,000] divided into [5,000,000,000] ordinary shares of a par value of US$0.00001 each.
