Conversion of Alps Holdco Ordinary Shares Sample Clauses

Conversion of Alps Holdco Ordinary Shares. (i) Each Alps Holdco Ordinary Share issued and outstanding immediately prior to the Effective Time (other than the Alps Holdco Excluded Shares) shall be converted into the right to receive a number of Reincorporation Merger Surviving Company Ordinary Shares equal to the Conversion Ratio (subject to the withholding of the Escrow Shares). For the avoidance of doubt, from the Effective Time, each such holder of Alps Holdco Ordinary Shares shall cease to have any rights with respect to Alps Holdco Ordinary Shares except the right to receive the Per Share Merger Consideration Amount as provided herein, the rights provided for in Section 4.2 and the Companies Act (if applicable) and such other rights as may be provided by Law.
Sample 1
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Related to Conversion of Alps Holdco Ordinary Shares

  • Representations and Warranties Borrower represents and warrants as follows:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

  • Amendment This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • Waiver of Jury Trial IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

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