Company Restricted Shares. The Company shall take all requisite action so that, at the Effective Time, each share of Company Common Stock, if any, subject to vesting, repurchase, or other lapse of restrictions (a “Company Restricted Share”) that is outstanding under any Company Stock Plan as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be assumed by Parent and shall be converted into a restricted Parent ordinary share in accordance with this Section 2.6. Each restricted Parent ordinary share shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company Restricted Share immediately before the Effective Time (including vesting, repurchase, or other lapse restrictions). As of the Effective Time, each such holder of Company Restricted Shares so assumed and converted will receive that number of whole restricted Parent ordinary shares equal to the product (rounded down to the nearest whole number) of: (i) the number of shares of Company Restricted Shares held by that holder as of immediately prior to the Effective Time; and (ii) the Exchange Ratio.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (ALR Technologies SG Ltd.), Agreement and Plan of Merger and Reorganization (Chan Sidney)
Company Restricted Shares. The Company shall take all requisite action so that, at the Second Effective Time, each share of Company Common Stock, if any, Stock subject to vesting, repurchase, or other lapse of restrictions (a “Company Restricted Share”) that is outstanding under any Company Stock Plan as of immediately prior to the Second Effective Time shall, by virtue of the Second Merger and without any action on the part of the holder thereof, be assumed by Parent HoldCo and shall be converted into a restricted Parent ordinary share HoldCo Restricted Share in accordance with this Section 2.62.08. Each restricted Parent ordinary share HoldCo Restricted Share shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company Restricted Share immediately before the Second Effective Time (including vesting, repurchase, or other lapse restrictions). As of the Second Effective Time, each such holder of Company Restricted Shares so assumed and converted will receive that number of whole restricted Parent ordinary shares HoldCo Restricted Shares equal to the product (rounded down to the nearest whole number) of: (i) the number of shares of Company Restricted Shares held by that holder as of immediately prior to the Second Effective Time; and (ii) the Exchange Ratio.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Panbela Therapeutics, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.)