Conversion of Company Ordinary Shares. At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of Parent, Purchaser, Merger Sub, the Company or the Shareholders, the Company Ordinary Shares (other than the Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive, without interest, the applicable number of Purchaser Ordinary Shares for such number of Company Ordinary Shares as is specified in this Agreement and in Schedule A. The Merger Consideration shall be comprised of two elements, namely: (i) the Closing Payment Shares comprising Five Million Nine Hundred Fifty Thousand (5,950,000) Purchaser Ordinary Shares, which shall be issued and paid to the Shareholders at the Closing; and (ii) an additional Four Hundred Fifty Thousand (450,000) Purchaser Ordinary Shares, which shall be issued to the Shareholders at the Closing and held back as security for the Company’s representations and warranties as further set forth in Article XI (the “Holdback Shares”). All Purchaser Ordinary Shares issued as Merger Consideration shall be valued at ten dollars ($10.00) per share.”
Conversion of Company Ordinary Shares. By virtue of the Merger and without any action on the part of the Parties or any holder of any capital stock of the Company, all of the Eligible Shares shall represent the right to receive the Merger Consideration pursuant to this Article II, shall be deemed to have been transferred to Parent in exchange for the right to receive the Merger Consideration, and each holder of a certificate representing any of the Eligible Shares (each, a “Certificate”) and each holder of evidence of shares in book-entry account representing any non-certificated Eligible Shares (each, a “Book-Entry Share”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any dividends or other distributions pursuant to Section 3.3.
Conversion of Company Ordinary Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of securities of Merger Sub or the Company, the Company Ordinary Shares (other than the Excluded Shares and Dissenting Shares (each as defined below)) issued and outstanding immediately prior to the Effective Time shall be canceled in exchange for the right to receive the applicable number of (i) in the case of the Company Class A Ordinary Shares, SPAC Class A Ordinary Shares, or (ii) in the case of the Company Class B Ordinary Shares, SPAC Class B Ordinary Shares, in each case based on the applicable Merger Consideration as is specified in this Agreement. The Merger Consideration shall be comprised of two elements, namely: (x) the Initial Consideration and (y) the Earnout Consideration. The Initial Consideration shall be comprised of two elements, namely: (A) the Closing Payment Shares, comprising Forty-Four Million Seven Hundred Thousand (44,700,000) SPAC Class A Ordinary Shares and Class B Ordinary Shares, less the number of SPAC Class A Ordinary Shares reserved for issuance pursuant to the Assumed Warrants, which shall be issued and paid to the Shareholders at the Closing as the Initial Consideration; and (B) an additional Three Hundred Thousand (300,000) SPAC Class B Ordinary Shares, which shall be issued in the name of the Supporting Shareholder at the Closing, but which shall be deposited, or caused to be deposited, by the SPAC with the Escrow Agent and will be held in escrow as security for the Supporting Shareholder’s (as defined below) indemnification obligations as further set forth in Article VII (the “Indemnification Shares”). The Earnout Consideration shall comprise up to an additional Nine Million (9,000,000) SPAC Class B Ordinary Shares (the “Earnout Shares”) which shall be issued at the Closing, which also shall be issued in the name of the Supporting Shareholder at the Closing, but which shall be deposited, or caused to be deposited, by the SPAC with the Escrow Agent, and shall be released (in whole or in part) to the Shareholders as Earnout Consideration contingent upon the achievement of certain future performance metrics set forth in, and subject to the terms of, Schedule B (the “Earnout”). All SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares issued as part of the Merger Consideration shall be valued at ten dollars ($10.00) per share.
Conversion of Company Ordinary Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Ordinary Shares, each Company Ordinary Share issued and outstanding immediately prior to the Effective Time (other than (i) any Company Ordinary Shares held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger and shall not constitute “Company Ordinary Shares” hereunder, and (ii) any Dissenting Shares), shall be canceled and converted into the right to receive a number of Parent Ordinary Shares equal to the Exchange Ratio. For avoidance of any doubt, each Company Shareholder will cease to have any rights with respect to the Company Ordinary Shares, except the right to receive the Per Share Merger Consideration.
(b) Two Business Days prior to the anticipated Closing Date (by 8:00PM Eastern Time), the Company shall deliver to Parent a schedule setting forth (i) each Company Shareholder as of the Closing, (ii) such Company Shareholder’s respective percentage of the Merger Consideration, (iii) the such Company Shareholder’s Pro Rata Share of the Closing Merger Consideration and (iv) such Company Shareholder’s Pro Rata Share of the Contingent Shares (as defined below), if earned (the “Equityholder Allocation Schedule”). If there is any change to the Equityholder Allocation Schedule between the time of such delivery and the Closing, the Company shall promptly deliver an updated Equityholder Allocation Schedule to Parent. Schedule 2.2 sets forth a non-binding example of the Equityholder Allocation Schedule assuming the inputs set forth therein.
Conversion of Company Ordinary Shares. At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of Parent, Purchaser, Merger Sub, the Company or the Shareholders, each Company Ordinary Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) shall be canceled and automatically converted into the right to receive a number of Purchaser Ordinary Shares equal to the Per Share Merger Consideration (as it may be adjusted after the Closing pursuant to Section 4.3). For avoidance of any doubt, each Shareholder will cease to have any rights with respect to its Company Ordinary Shares, except the right to receive the Per Share Merger Consideration.
Conversion of Company Ordinary Shares. At the Effective Time, each Company Ordinary Share issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive EUR 5.67 (five Euro and sixty seven Cents) in cash (the “Per Share Merger Consideration”), without interest and subject to any applicable withholding of Taxes. Currently, Clearstream Banking AG, Frankfurt am Main (the “Record Company Shareholder”) is the sole holder of record of all Company Ordinary Shares and indirectly holds such shares for the beneficial holders, such beneficial holdings of Company Ordinary Shares being recorded on the books of the Record Company Shareholder, of the depositary banks that maintain an account with the Record Company Shareholder and of other intermediary institutions (the “Book Entry Shares”). The Per Share Merger Consideration is subject to potential adjustments pursuant to Section 3.1.4. The amount of cash each beneficial holder of outstanding Company Shares immediately prior to the Effective Time (“Company Shareholder”) is entitled to receive shall be rounded to the nearest cent, computed after aggregating all cash amounts for all Company Ordinary Shares beneficially held by such Company Shareholder. As of the Effective Time, each Company Ordinary Share that was converted into the right to receive the Per Share Merger Consideration as provided in this Section, shall no longer be outstanding and shall automatically be cancelled and cease to exist, and the Record Company Shareholder who holds four global share certificates in which all Company Ordinary Shares are embodied (the “Certificates”) shall cease to have any rights or beneficial rights with respect to such Company Ordinary Share, except the right to receive for each Company Ordinary Share, upon surrender of the Certificates in accordance with Section 3.3 (Exchange of Certificates; Book Entry Shares), the payment of the Per Share Merger Consideration (as such amount may be adjusted pursuant to this Agreement) without interest and subject to any applicable withholding of Taxes, with the Parties’ joint understanding that the Record Company Shareholder will pay out the Per Share Merger Consideration to the Company Shareholders in exchange for the Book Entry Shares. For Company Ordinary Shares that are Section 102 Shares, payment will not be made to the respective holder, but will be made directly to the 102 Trustee on behalf of the respective holder.
Conversion of Company Ordinary Shares. Subject to Section 2.01(b) (Cancellation of Treasury Shares and Parent-Owned Shares), each Company Ordinary Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $11.85 (eleven U.S. Dollars and eighty five cents) in cash (the “Merger Consideration”). As of the Effective Time, all such Company Ordinary Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Company Ordinary Shares (each, a “Certificate”) or book-entry shares (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares in accordance with Section 2.02 (Exchange of Certificates; Book Entry Shares), Merger Consideration without interest and subject to any applicable withholding Tax.
Conversion of Company Ordinary Shares. At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of Parent, Purchaser, Merger Sub or the Company, each Company Ordinary Share issued and outstanding immediately prior to the Effective Time (other than Company Excluded Shares and Company Dissenting Shares) shall be canceled and automatically converted into the right to receive, without interest, the applicable number of Reincorporation Merger Surviving Corporation Ordinary Shares for such number of Company Ordinary Shares as specified in this Agreement (the “Per Share Merger Consideration”). For avoidance of any doubt, after the Effective Time, the Shareholder will cease to have any rights with respect to the Company Ordinary Shares, except for the right to receive the Merger Consideration. The Merger Consideration Shares shall be comprised of two elements, namely (A) the Closing Payment Shares which shall be issued to the Shareholder at the Closing and (B) the number of Reincorporation Merger Surviving Corporation Ordinary Shares that represent five percent (5%) of the total Merger Consideration Shares which shall be issued in the name of the Shareholder at the Closing and held back as security for satisfying any claim of an Indemnified Party arising from any breach of the representations or warranties made by the Company or the Shareholder under Article V which is made in accordance with Sections 4.3(h) and 4.9 and Article XI (the “Holdback Shares”).
Conversion of Company Ordinary Shares. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and this Agreement and without any action on the part of Parent or the Company, each Company Ordinary Share issued and outstanding immediately prior to the Effective Time will be canceled and the rights pertaining thereto will be automatically converted (subject to Sections 1.5(f) and 1.5(g)) into the following portions of the Merger Consideration:
(i) the number of Parent Ordinary Shares equal to (A) 17,525,000 divided by (B) the Outstanding Company Ordinary Shares Number; plus
(ii) the right to receive that number of additional Parent Ordinary Shares pursuant to Section 1.14 equal to (A) the number of additional Parent Ordinary Shares released upon satisfaction of any target set forth in Section 1.14 divided by (B) the Outstanding Company Ordinary Shares Number.
(iii) The number of Parent Ordinary Shares issued at Closing and rights to receive additional Parent Ordinary Shares pursuant to Section 1.14 that would otherwise be issuable pursuant to this Section 1.5(b) to Persons who hold Dissenting Shares and exercise their dissenters’ rights pursuant to Applicable Law shall not be issued to such Persons and shall be canceled.
(iv) Immediately following the conversion contemplated by this Section 1.5(b), 100% of the outstanding Company Ordinary Shares, as the Surviving Corp, shall be issued to the Parent.
Conversion of Company Ordinary Shares. Each share of Company Ordinary Shares issued and outstanding immediately prior to the Effective Time (other than any such Company Ordinary Shares cancelled pursuant to Section 3.1(a)) shall, in accordance with the Company Articles, be converted into the right to receive a number of shares of Parent Common Stock equal to the Conversion Ratio.
