Conversion of Ordinary Shares Sample Clauses

Conversion of Ordinary Shares. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties, each ordinary share, par value $0.0001 per share, of Ambrx (each, an “Ordinary Share”), that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares (as defined below)) shall be (a) automatically canceled and shall cease to exist and (b) converted into the right to receive one-seventh (1/7th) of one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”) (the “Conversion”). No fractional shares of Parent Common Stock shall be issued in connection with the Conversion, and any such fractional share interests to which a holder of Ordinary Shares would otherwise be entitled shall not entitle such holder to vote or to any other rights as a stockholder of Parent. In lieu of any such fractional shares, each holder of Ordinary Shares who, but for the provisions of this section, would be entitled to receive a fractional share interest of Parent Common Stock pursuant to the Conversion, shall be paid cash, without any interest thereon, pursuant to Section 1.9(c). From and after the Effective Time, the Ordinary Shares shall be cancelled and cease to exist, and the holders thereof shall have no further rights in respect thereof other than, and any share certificates formerly representing such Ordinary Shares will represent only, the right to receive shares of Parent Common Stock.
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Conversion of Ordinary Shares. If at any time hereafter any of the Company's outstanding Ordinary Shares is converted into any other security or rights to receive any amounts due to the holders of the Ordinary Shares pursuant to the terms of the Company's Articles of Association in effect immediately prior to any such conversion, then this Warrant shall immediately become exercisable for that number of such securities or other amounts equal to the number of such securities or other amounts which would have been received if this Warrant had been exercised in full and the Ordinary Shares received thereupon had been simultaneously converted into such securities or other amounts immediately prior to such event. The Current Warrant Price shall be immediately adjusted to equal the quotient obtained by dividing (x) the Warrant Price of the number of shares of Ordinary Shares for which this Warrant was exercisable immediately prior to such conversion by (y) the aggregate number of shares of such securities or other rights for which this Warrant is exercisable immediately after such conversion or redemption.
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Conversion of Ordinary Shares. So long as August is the record owner of any Ordinary Shares, the Company agrees not to take any action to amend the memorandum and articles of association of the Company to provide for the conversion of Ordinary Shares into Non-Voting Ordinary Shares without the consent of August; provided, however, that this Section 5.5 shall not prevent Chase or any Permitted Transferee of Chase from converting Ordinary Shares received solely upon the conversion of Non-Voting Ordinary Shares acquired directly from the Company back into Non-Voting Ordinary Shares if it is determined by Chase or such Permitted Transferee of Chase to be necessary to avoid a Regulatory Problem (as defined in the Chase Regulatory Side Letter).
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Conversion of Ordinary Shares. At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of 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 Purchaser Ordinary Shares for such number of Company Ordinary Shares as specified in this Agreement. For avoidance of any doubt, after the Effective Time, each Shareholder will cease to have any rights with respect to the Company Ordinary Shares, except the right to receive his, her or its pro rata share of the Merger Consideration. The Merger Consideration shall be comprised of the Closing Payment Shares, to be allocated as specified on Part 2 of Exhibit A hereto (as the same may be amended prior to the Closing). For avoidance of any doubt, each Shareholder will cease to have any rights with respect to his, her or its Company Ordinary Shares, except the right to receive his, her or its pro rata share of the Merger Consideration.
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Conversion of Ordinary Shares. As of the Effective Time, each Ordinary Share held by the Escrow Agent on behalf of the Parent shall be cancelled and automatically converted into the right of the Shareholders, to receive their respective portion of the Purchase Price, in accordance with the terms and conditions of this Agreement.
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Conversion of Ordinary Shares. The Company will not facilitate any shareholder’s conversion of Ordinary Shares to ADSs during the Lock-Up Period and will not release the Depositary from the obligations set forth in, or otherwise amend, terminate or fail to enforce, the Depositary Agreement without the prior written consent of the Representatives during the Lock-Up Period. The Company will maintain transfer restrictions with respect to the ADSs and Ordinary Shares that are subject to transfer restrictions pursuant to this Agreement and the “lock-up” agreements referred to in Section 6(d) and shall ensure compliance with such restrictions on transfer of restricted ADSs and Ordinary Shares. The Company shall retain all share certificates that are by their terms subject to transfer restrictions until such time as such transfer restrictions are no longer applicable to such securities.
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Conversion of Ordinary Shares. The Company shall use its reasonable best efforts to assist in a timely manner the Investor in any conversions of such Investor’s Note Shares and Warrant Shares into ADSs.
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Related to Conversion of Ordinary Shares

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

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