Common use of Company Share Exchange Clause in Contracts

Company Share Exchange. (i) Prior to the Effective Date, in accordance with Dutch Law, the Company shall (A) cause each Company Shareholder to effect the Company Share Exchange, whereby each Company Shareholder shall contribute and transfer each Company Share held by it and Holdco shall accept such contribution and transfer and in exchange issue to such holder such number of Holdco Shares that is equal to the Applicable Exchange Consideration Per Share with respect to such Company Share, (B) after the Company Share Exchange, to the extent any Company Issuance Rights shall have been exercised in connection with the Company Share Exchange, issue to such exercising holders, in lieu of Company Shares, such number of Holdco Shares that is equal to the Applicable Exchange Consideration Per Share with respect to the Company Shares that would have been issued to such holders but for the conversion of the Company Share Issuance Rights from rights to subscribe for Company Shares into rights to subscribe for Holdco Shares in connection with the Company Share Exchange (provided that Holdco may issue such Holdco Shares described in this clause (B) immediately after the Holdco Reorganization, to the extent deemed necessary by FLAC and the Company), and (C) immediately after the Company Share Exchange, take all action necessary to repurchase or cancel any Holdco Shares held by the Company, for no consideration. (ii) In connection with the Company Share Exchange, the Company shall procure that each Company Shareholder will enter with Holdco into one or more notarial deeds of issue of Holdco Shares governed by Dutch Law and notarized by a Dutch civil-law notary, in a form and substance reasonably satisfactory to FLAC (the “Dutch Deed of Issue Company Share Exchange”) under which Holdco will issue to each such Company Shareholder such Holdco Shares in connection with the portion of the consideration to which he, she or it is entitled pursuant to Section 2.1(b)(i), and in fulfilment of such Company Shareholder’s respective obligations under the Dutch Deed of Issue Company Share Exchange to pay up the respective Holdco Shares issued to such Company Shareholder under the Dutch Deed of Issue Company Share Exchange by payment in kind by way of contribution and transfer of the Company Shares held by such Company Shareholder to Holdco.

Company Share Exchange. (i) Prior After the Wxxxxxx Board Appointment and the execution of the Holdco Board Agreements, and upon the terms and subject to the Effective Dateconditions set forth in the exchange agreement entered into among the Company and each Company Shareholder, and otherwise in accordance with Dutch LawLaw and the Laws of Germany, the each holder of Company shall (A) cause each Company Shareholder to effect the Company Share Exchange, whereby each Company Shareholder Shares shall contribute and transfer each Company Share held by it and Holdco shall accept such contribution and transfer and in exchange issue to such holder such number of Holdco Class A Shares that is equal to the Applicable Exchange Consideration Per Share with respect to such Company Share, (B) after Share provided that in exchange for any Company Share contributed to Holdco by Dxxxxx Xxxxxxx or any of his Affiliates in the Company Share Exchange, Holdco shall issue with respect to the extent any Company Issuance Rights shall have been exercised in connection with the each Company Share Exchange, issue to contributed by such exercising holders, in lieu of Company Shares, Shareholder such number of Holdco Class B Shares that is equal to the Applicable Exchange Consideration Per Share with respect to the Company Shares that would have been issued to such holders but for the conversion of the Company Share Issuance Rights from rights to subscribe for Company Shares into rights to subscribe for Holdco Shares in connection with (such transactions together being the Company Share Exchange (provided that Holdco may issue such Holdco Shares described in this clause (B) immediately after the Holdco Reorganization, to the extent deemed necessary by FLAC and the Company), and (C) immediately after the “Company Share Exchange, take all action necessary to repurchase or cancel any Holdco Shares held by the Company, for no consideration”). (ii) In connection with the Company Share Exchange, (i) the Company shall procure that each Company Shareholder will enter with Holdco (as approved in the Required Holdco Shareholder Approval) into one or more notarial deeds a private “deed of issue issue” of shares in Holdco Shares governed by Dutch Law and notarized by a Dutch civil-law notary, in a form and substance reasonably satisfactory to FLAC Qell (the “Dutch Deed of Issue Company Share ExchangeIssue”) under which Holdco will issue to each such Company Shareholder such Holdco Shares in connection with the portion of the consideration to which he, she or it is entitled pursuant to Section 2.1(b)(i2.1(f)(i), and (ii) concurrently with the execution of the Dutch Deed of Issue, the Company and each Company Shareholder (or the Company on behalf and as representative of each Company Shareholder pursuant to a power of attorney) will enter with Holdco into a notarized “transfer deed” governed by German law and notarized by a German civil-law notary, in a form and substance reasonably satisfactory to Qell (the “German Transfer Deed”), under which each such Company Shareholder’s Company Shares will be assigned and transferred to Holdco in fulfilment of such Company Shareholder’s respective obligations under the Dutch Deed of Issue Company Share Exchange to pay up the respective Holdco Shares issued to such Company Shareholder under the Dutch Deed of Issue Company Share Exchange by payment in kind by way of contribution and transfer of the Company Shares held by such Company Shareholder to HoldcoShares.

Company Share Exchange. (ia) Prior to the Merger Effective DateTime, each Shareholder shall enter into an exchange agreement (in a form provided by the Company) with the Company (“Exchange Agreement”), pursuant to which, after the Merger Effective Time, the Wxxxxxx Board Appointment and the execution of the Holdco Board Agreements, and subject to and in accordance with Dutch Lawthe terms and conditions and sequence of events as set forth in the Business Combination Agreement, the Company shall (A) cause and otherwise in accordance with applicable laws, each Company Shareholder to effect the Company Share Exchange, whereby each Company Shareholder shall be obligated to contribute and transfer each Company Covered Share held by it to Holdco and Holdco shall accept such contribution and transfer and in exchange issue to such holder Shareholder such number of Holdco Shares Class A Shares, or in the case of the Founder Shareholder, such number of Holdco Class B Shares, that is equal to the Applicable Exchange Consideration Per Share with respect to such Covered Share (and in connection with and in order to facilitate such contribution and exchange, such Shareholder shall, for the avoidance of doubt, also be obligated to execute a Dutch Deed of Issue and a German Share Transfer Deed) (the “Company ShareShare Exchange”). (b) Each Shareholder hereby: (i) unconditionally and irrevocably agrees that, hereafter until the Termination Date, at any meeting of the shareholders of the Company (Bor any adjournment or postponement thereof), and in any action by written consent of the shareholders of the Company distributed by the Company Board or otherwise undertaken in connection with or as contemplated by the Business Combination Agreement or the transactions contemplated thereby, and in accordance with the terms and subject to the conditions of the Company’s Governing Documents, such Shareholder shall, if a meeting is held, use its best efforts to appear at the meeting, in person, remotely, or by proxy, or otherwise cause its Covered Shares (to the extent such Covered Shares are entitled to vote on or provide consent with respect to such matter) after to be counted as present thereat for purposes of establishing a quorum, and such Shareholder shall vote or provide consent (or cause to be voted or consented), in person, remotely or by proxy, regardless of such Shareholder’s attendance at such meeting, all of its Covered Shares (to the extent such Covered Shares are entitled to vote on or provide consent with respect to such matter): (1) to approve and adopt, and instruct the management of the Company to grant written consent to, the Business Combination Agreement and the transactions contemplated thereby, including the Merger and the Company Share Exchange; (2) in any other circumstances upon which a consent, waiver or other approval may be required under the Company’s Governing Documents or under any agreements between the Company and its shareholders, including the Company Shareholders Agreement, to implement the Business Combination Agreement or the transactions contemplated thereby, to vote, consent, waive or approve (or cause to be voted, consented, waived or approved) all of such Shareholder’s Covered Shares held at such time in favor thereof; (3) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Business Combination Agreement and the transactions contemplated thereby); and (4) against any proposal, action or agreement that, to the knowledge of such Shareholder, would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or the transactions contemplated thereby, including the Merger and the Company Share Exchange, to the extent (B) result in a breach in any Company Issuance Rights shall have been exercised in connection with the Company Share Exchangerespect of any covenant, issue to such exercising holdersrepresentation, in lieu of Company Shares, such number of Holdco Shares that is equal to the Applicable Exchange Consideration Per Share with respect to the Company Shares that would have been issued to such holders but for the conversion warranty or any other obligation or agreement of the Company Share Issuance Rights from rights to subscribe for Company Shares into rights to subscribe for Holdco Shares in connection with under the Company Share Exchange (provided that Holdco may issue such Holdco Shares described in this clause (B) immediately after the Holdco ReorganizationBusiness Combination Agreement, to the extent deemed necessary by FLAC and the Company), and or (C) immediately after result in any of the Company Share Exchange, take all action necessary to repurchase or cancel any Holdco Shares held by conditions set forth in Article 7 of the Company, for no considerationBusiness Combination Agreement not being fulfilled. (ii) In connection with undertakes, hereafter until the Company Share ExchangeTermination Date, the Company shall procure that each Company Shareholder will enter with Holdco into one or more notarial deeds of issue of Holdco Shares governed by Dutch Law to take all other reasonably necessary and notarized by a Dutch civil-law notary, in a form and substance reasonably satisfactory to FLAC (the “Dutch Deed of Issue Company Share Exchange”) under which Holdco will issue to each such Company Shareholder such Holdco Shares desirable actions in connection with the portion transactions contemplated by the Business Combination Agreement and the Ancillary Documents; (iii) agrees that, upon request by Qell, Holdco and/or the Company, such Shareholder shall grant the Company (or a designee of the consideration Company) a separate proxy or power of attorney in a form as may be required to which he, she or it is entitled pursuant comply with local Law (including any requirements as to Section 2.1(b)(inotarization), permitting and in fulfilment directing the Company (or a designee of the Company) (acting on behalf of such Company Shareholder’s respective obligations under ) to, conditional upon the parties to the Business Combination Agreement being required to proceed to Closing, (a) effect the execution of the Dutch Deed of Issue Issue, a German Share Transfer Deed, and the Exchange Agreement, as applicable, to cause and (b) to exercise any rights as a shareholder of the Target Company necessary in order to approve, the Company Share Exchange to pay up occur in accordance with the respective Holdco Shares issued to such Company Shareholder under the Dutch Deed Business Combination Agreement and this Agreement (including Section 9 hereof). The proxy or power of Issue Company Share Exchange by payment in kind by way of contribution and transfer of the Company Shares held attorney granted by such Company Shareholder pursuant to Holdcothis Section 1(b)(iii) shall, in each case, subject to applicable Law, be a durable proxy and power of attorney and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by such Shareholder and shall not issue any contrary instructions or otherwise seek to act in relation to the relevant matters under any and all prior proxies and powers of attorney granted by such Shareholder with respect to the Covered Shares; and (iv) agrees that it shall not commit in writing or agree in writing to take any action inconsistent with the foregoing.