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 Four Million Five Hundred Fifty Thousand (4,550,000) 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. 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. 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, 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: (x) the Initial Consideration and (y) the Earnout Consideration. The Initial Consideration shall be comprised of two elements, namely: (i) the Closing Payment Shares comprising Six Million (6,000,000) Purchaser Ordinary Shares, which shall be issued and paid to the Shareholders at the Closing as the Initial Consideration; and (ii) an additional One Million Five Hundred Thousand (1,500,000) 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”). The Earnout Consideration shall comprise up to an additional Seven Million Five Hundred Thousand (7,500,000) Purchaser Ordinary Shares (the “Earnout Shares”) which shall be issued at the Closing, retained by the Company, 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 it, and subject to the terms of, Schedule B (the “Earnout”). All Purchaser Ordinary Shares issued as part of the Merger Consideration shall be valued at ten dollars ($10.00) per share.
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.
Conversion of Company Ordinary Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the Company Shareholders, each Company Shareholder’s Company Ordinary Shares issued and outstanding immediately prior to the Effective Time (excluding Company Excluded Shares and Company Dissenting Shares) shall be canceled and automatically converted into (i) the right to receive, without interest, the applicable portion of the Closing Consideration Merger Shares as set forth in the Closing Consideration Spreadsheet in accordance with Section 3.4, and (ii) the contingent right to receive the applicable portion of the Earnout Shares, if, as and when payable in accordance with the provisions of Section 3.3. For avoidance of any doubt, each Company Shareholder will cease to have any rights with respect to such Company Shareholder’s Company Ordinary Shares, except the right to receive the Closing Per Share Merger Consideration and the Earnout Shares.
Conversion of Company Ordinary Shares. Each Company Ordinary Share issued and outstanding immediately prior to the First Effective Time will be automatically converted, at the First Effective Time, into the right to receive (i) such number of Holdco Shares equal to their pro rata portion of an aggregate of 48,391,607 Holdco Shares (the “Meten Merger Shares”), or Cash Consideration in lieu of Meten Merger Shares, if payable in accordance with Section 1.3(c), and (ii) their pro rata portion of an aggregate of 11,000,000 Holdco Shares issuable pursuant to Section 1.10 below (“Contingent Shares”, and together with the Meten Merger Shares, the Rollover ESOP Shares and any Cash Consideration issued in lieu of Meten Merger Shares, the “Meten Merger Consideration”), and the holders thereof shall cease to have any further rights as holders of Company Ordinary Shares. Each certificate that evidenced Company Ordinary Shares immediately prior to the Meten Merger (“Company Ordinary Share Certificate”) shall entitle the holder to the applicable number of Holdco Shares into which the Company Ordinary Share Certificate is convertible according to this Section 1.3(b).
Conversion of Company Ordinary Shares. Each Company Ordinary Share issued and outstanding as of immediately prior to the Second Effective Time will be automatically converted into and will thereafter represent the right to receive: (i) a number of Company Ordinary Shares equal to the quotient of: (A) the Ordinary Share Value multiplied by the Pro Rata Share; divided by (B) the Company Share Value. In addition to the foregoing amounts, each holder of Company Ordinary Shares immediately prior to the Second Effective Time shall be entitled to a contingent right to receive, for each Company Ordinary Share held by such holder as of immediately prior to the Second Effective Time, a Pro Rata Share of the Earnout Payments in accordance with Section 4.7 and Exhibit F. From and after the Second Effective Time, each Company Ordinary Share issued and outstanding as of immediately prior to the Second Effective Time will no longer remain outstanding and will automatically be cancelled and will cease to exist, and each holder of any such Company Ordinary Share will thereafter cease to have any rights with respect to such Company Ordinary Share except the right to receive the consideration specified in this Section 4.2(h).
