Common use of Conversion of Parent Ordinary Shares Clause in Contracts

Conversion of Parent Ordinary Shares. (i) At the Redomestication Effective Time, every issued and outstanding Parent Unit shall be automatically detached and the holder thereof shall be deemed to hold one Parent Ordinary Share and one Parent Public Warrant. At the Redomestication Effective Time, every issued and outstanding Parent Ordinary Share (other than those described in Section 1.6(e) below) shall be converted automatically into one share of Purchaser Common Stock, following which, all Parent Ordinary Shares shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of certificates previously evidencing Parent Ordinary Shares outstanding immediately prior to the Redomestication Effective Time shall cease to have any rights with respect to such Parent Ordinary Shares, except as provided herein or by Law. Each certificate previously evidencing Parent Ordinary Shares shall be exchanged for a certificate representing the same number of shares of Purchaser Common Stock upon the surrender of such certificate in accordance with Section 1.7. (ii) Each certificate formerly representing Parent Ordinary Shares (other those described in Section 1.6(e) below) shall thereafter represent only the right to receive the same number of shares of Purchaser Common Stock. Each certificate formerly representing Parent Ordinary Shares owned by holders of Parent Ordinary Shares who have validly elected to dissent from the Redomestication Merger pursuant to Section 179(5) of the BVI Law shall thereafter represent only the right to receive fair value for their Parent Ordinary Shares.

Appears in 3 contracts

Samples: Merger and Share Exchange Agreement (Glori Energy Inc.), Merger and Share Exchange Agreement (Glori Energy Inc.), Merger Agreement (Infinity Cross Border Acquisition Corp)

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Conversion of Parent Ordinary Shares. (i) At the Redomestication Reincorporation Merger Effective Time, every issued and outstanding Parent Unit shall be automatically detached and the holder thereof shall be deemed to hold one Parent Ordinary Share and one Parent Public Warrant. At the Redomestication Effective Time, every each issued and outstanding Parent Ordinary Share (other than those described in Section 1.6(e) belowthe Parent Excluded Shares, Redeeming Parent Shares and the Parent Dissenting Shares) shall be converted automatically into one share of Purchaser Common Stock, following whichReincorporation Merger Surviving Corporation Ordinary Share. At the Reincorporation Merger Effective Time, all Parent Ordinary Shares shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of certificates previously evidencing issued Parent Ordinary Shares outstanding immediately prior to the Redomestication Reincorporation Merger Effective Time Time, as evidenced by the register of members of Parent (the “Parent ROM”), shall cease to have any rights with respect to such Parent Ordinary Shares, except as provided herein or by Law. Each certificate (if any) previously evidencing Parent Ordinary Shares (other than the Parent Excluded Shares, Redeeming Parent Shares and Parent Dissenting Shares) shall be exchanged for a certificate representing the same number of shares of Purchaser Common Stock Ordinary Shares upon the surrender of such certificate in accordance with Section 1.72.7. (ii) Each certificate formerly representing holder of Parent Ordinary Shares (other those described in Section 1.6(ethan the Parent Excluded Shares, Redeeming Parent Shares and Parent Dissenting Shares) below) listed on the Parent ROM shall thereafter represent only have the right to receive the same number of shares of Purchaser Common Stock. Each certificate formerly representing Parent Reincorporation Merger Surviving Corporation Ordinary Shares owned by holders of Parent Ordinary Shares who have validly elected to dissent from the Redomestication Merger pursuant to Section 179(5) of the BVI Law shall thereafter represent only the right to receive fair value for their Parent Ordinary Sharesonly.

Appears in 2 contracts

Samples: Merger Agreement (Kairous Acquisition Corp. LTD), Merger Agreement (Kairous Acquisition Corp. LTD)

Conversion of Parent Ordinary Shares. (i) At the Redomestication Merger Effective Time, every issued and outstanding Parent Unit shall be automatically detached and the holder thereof shall be deemed to hold one Parent Ordinary Share and one Parent Public Warrant. At the Redomestication Effective Time, every each issued and outstanding Parent Ordinary Share (other than those described in Section 1.6(ethe Parent Excluded Shares and Parent Dissenting Shares) below) immediately prior to the Redomestication Merger Effective Time shall be converted automatically into one share of Purchaser Common StockRedomestication Surviving Corporation Ordinary Share. Simultaneously with such automatic conversion, following which, at the Redomestication Merger Effective Time all Parent Ordinary Shares shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of certificates previously evidencing issued Parent Ordinary Shares outstanding immediately prior to the Redomestication Merger Effective Time Time, as evidenced by the register of members of Parent (the “Shareholder Register”), shall cease to have any rights with respect to such Parent Ordinary Shares, except as provided herein or by Law. Each certificate (if any) previously evidencing Parent Ordinary Shares shall be exchanged for a certificate representing the same number of shares of Purchaser Common Stock Redomestication Surviving Corporation Ordinary Shares upon the surrender of such certificate in accordance with Section 1.72.7. (ii) Each certificate formerly representing holder of Parent Ordinary Shares (other those described in Section 1.6(ethan the Parent Excluded Shares and Parent Dissenting Shares) below) listed on the Shareholder Register immediately prior to the Redomestication Merger Effective Time shall thereafter represent only have the right to receive the same number of shares Redomestication Surviving Corporation Ordinary Shares. For the avoidance of Purchaser Common Stock. Each certificate formerly representing Parent Ordinary Shares owned by holders doubt, each holder of Parent Ordinary Shares who shall have validly elected to dissent from the Redomestication Merger pursuant to Section 179(5) of the BVI Law shall thereafter represent only the right to receive fair value one (1) Redomestication Surviving Corporation Ordinary Share in exchange for their each Parent Ordinary SharesShare canceled and retired pursuant to Section 2.6(a) above.

Appears in 1 contract

Samples: Merger Agreement (Nova Vision Acquisition Corp)

Conversion of Parent Ordinary Shares. (i) At the Redomestication Effective Time, every issued and outstanding Parent Unit shall be automatically detached and the holder thereof shall be deemed to hold one Parent Ordinary Share and one Parent Public Warrant. At the Redomestication Reincorporation Effective Time, every issued and outstanding Parent Ordinary Share (Share, other than those described in Section 1.6(e2.6(f) below and other than Parent Ordinary Shares (the “Converting Shares”) that the holders thereof validly have elected to convert into a pro rata portion of the Trust Fund in connection with the Closing as provided for in Parent’s Organizational Documents and the Prospectus (as defined in Section 13.14 below) (each, a “Converting Shareholder”), shall be converted automatically into one share of Purchaser Common Stock, following which. At the Reincorporation Effective Time, all Parent Ordinary Shares shall cease to be outstanding issued and shall automatically be canceled and retired and shall cease to exist. The holders of certificates previously evidencing issued Parent Ordinary Shares outstanding immediately prior to the Redomestication Reincorporation Effective Time Time, as evidenced by the register of members of the Parent (the “Register of Members”), shall cease to have any rights with respect to such Parent Ordinary Shares, except as provided herein or by Law. Each From and after the Reincorporation Effective Time, each certificate or book entry position that evidenced Parent Ordinary Shares immediately prior to the Reincorporation Merger shall entitle the holder only to the applicable number of shares of Purchaser Common Stock into which such certificate or book entry position is convertible according to this Section 2.6(a); provided, however, that each certificate or book entry position representing a Converting Share shall entitle the Converting Shareholder to receive only a pro rata portion of the Trust Fund as provided for in Parent’s Organizational Documents and the Prospectus. Upon surrender of each certificate (if any) previously evidencing Parent Ordinary Shares Shares, such certificate shall be exchanged for a certificate representing the same number of shares of Purchaser Common Stock upon the surrender of such certificate in accordance with Section 1.7Stock. (ii) Each certificate formerly representing Parent Ordinary Shares (other those described in Section 1.6(e) below) shall thereafter represent only the right to receive the same number of shares of Purchaser Common Stock. Each certificate formerly representing Parent Ordinary Shares owned by holders of Parent Ordinary Shares who have validly elected to dissent from the Redomestication Merger pursuant to Section 179(5) of the BVI Law shall thereafter represent only the right to receive fair value for their Parent Ordinary Shares.

Appears in 1 contract

Samples: Merger Agreement (Newborn Acquisition Corp)

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Conversion of Parent Ordinary Shares. (i) At the Redomestication Reincorporation Merger Effective Time, every issued and outstanding Parent Unit shall be automatically detached and the holder thereof shall be deemed to hold one Parent Ordinary Share and one Parent Public Warrant. At the Redomestication Effective Time, every each issued and outstanding Parent Ordinary Share (other than those described in Section 1.6(e) belowthe Parent Excluded Shares, Redeeming Parent Shares and the Parent Dissenting Shares) shall be converted automatically into one share of Purchaser Common Stock, following whichPubCo Class A Ordinary Share. At the Reincorporation Merger Effective Time, all Parent Ordinary Shares shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of certificates previously evidencing issued Parent Ordinary Shares outstanding immediately prior to the Redomestication Reincorporation Merger Effective Time Time, as evidenced by the register of members of Parent (the “Parent ROM”), shall cease to have any rights with respect to such Parent Ordinary Shares, except as provided herein or by Law. Each certificate (if any) previously evidencing Parent Ordinary Shares (other than the Parent Excluded Shares, Redeeming Parent Shares and Parent Dissenting Shares) shall be exchanged for a certificate representing the same number of shares of Purchaser Common Stock Ordinary Shares upon the surrender of such certificate in accordance with Section 1.72.7. (ii) Each certificate formerly representing holder of Parent Ordinary Shares (other those described in Section 1.6(ethan the Parent Excluded Shares, Redeeming Parent Shares and Parent Dissenting Shares) below) listed on the Parent ROM shall thereafter represent only have the right to receive the same number of shares of Purchaser Common Stock. Each certificate formerly representing Parent PubCo Class A Ordinary Shares owned by holders of Parent Ordinary Shares who have validly elected to dissent from the Redomestication Merger pursuant to Section 179(5) of the BVI Law shall thereafter represent only the right to receive fair value for their Parent Ordinary Sharesonly.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kairous Acquisition Corp. LTD)

Conversion of Parent Ordinary Shares. (i) At the Redomestication Effective Time, every issued and outstanding Parent Unit shall be automatically detached and the holder thereof shall be deemed to hold one Parent Ordinary Share and one Parent Public Warrant. At the Redomestication Effective Time, every issued and outstanding Parent Ordinary Share (other than those described in Section 1.6(e2.6(f) below) shall be converted automatically into one share of Purchaser Common Stock, following which, all Parent Ordinary Shares shall cease to be outstanding and shall automatically be canceled and so shall cease to exist. The holders of certificates previously evidencing Parent Ordinary Shares outstanding immediately prior to the Redomestication Effective Time shall cease to have any rights with respect to such Parent Ordinary Shares, except as provided herein or by Law. Each certificate previously evidencing Parent Ordinary Shares shall be exchanged for a certificate representing the same number of shares of Purchaser Common Stock upon the surrender of such certificate in accordance with Section 1.72.7. (ii) Each certificate formerly representing Parent Ordinary Shares (other those described in Section 1.6(e2.6(f) below) shall thereafter represent only the right to receive the same number of shares of Purchaser Common Stock. Each certificate formerly representing Parent Ordinary Shares (“Dissenting Shares”) owned by holders of Parent Ordinary Shares who have validly elected to dissent from the Redomestication Merger pursuant to Section 179(5) of the BVI Law (“Dissenting Shareholders”) shall thereafter represent only the right to receive fair value for their Parent Ordinary Shares.

Appears in 1 contract

Samples: Merger and Share Exchange Agreement (BGS Acquisition Corp.)

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