Common use of Conversion of SPAC Securities Clause in Contracts

Conversion of SPAC Securities. Subject to the terms of this Agreement, at the SPAC Merger Effective Time, by virtue of the Merger, the Cayman Companies Act, the ICA and without any action on the part of any Party or the holder of any of their securities (i) SPAC Class A Ordinary Shares, (ii) SPAC Class B Ordinary Shares, (iii) SPAC Public Warrants and (iv) SPAC Private Warrants, in each case, issued and outstanding immediately prior to the SPAC Merger Effective Time, shall be automatically cancelled, exchanged or adjusted (as applicable) as follows: (i) Each then issued and outstanding SPAC Class B Ordinary Share, shall convert automatically, on a one-for-one basis, into a SPAC Class A Ordinary Share (the “Pre-Merger Conversion”); (ii) Immediately after the Pre-Merger Conversion, every ten (10) SPAC Class A Ordinary Shares shall be automatically cancelled in exchange for one (1) validly issued, fully paid and non-assessable MergeCo Ordinary Share. Any fractional shares resulting from such conversion shall be rounded down to the nearest whole number. (iii) Each SPAC Public Warrant shall be automatically exchanged to become to one (1) MergeCo Public Warrant. Each such MergeCo Public Warrant will be subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Public Warrant was issued immediately prior to the SPAC Merger Effective Time, except that each such MergeCo Public Warrant shall only be exercisable for one tenth (1/10) of one MergeCo Ordinary Share, provided always that no fractional MergeCo Ordinary Shares shall be issued and, accordingly, holders of MergeCo Public Warrants shall, when exercising their warrants, be required to exercise such warrants in multiples of 10. Each SPAC Private Warrant shall be automatically exchanged to become one (1) MergeCo Public Warrant, which such MergeCo Public Warrant shall only be exercisable for one tenth (1/10) of one MergeCo Ordinary Share (each, a “MergeCo Founder Warrant”), provided always that no fractional MergeCo Ordinary Shares shall be issued and, accordingly, holders of MergeCo Public Warrants shall, when exercising their warrants, be required to exercise such warrants in multiples of 10. Each such MergeCo Founder Warrant will be subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Private Warrant was issued immediately prior to the SPAC Merger Effective Time. The SPAC shall enter into customary warrant assumption documentation prior to the SPAC Merger Effective Time (“Warrant Assumption Documentation”). (iv) Each ordinary share of Merger Sub issued and outstanding immediately prior to the SPAC Merger Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving Company.

Conversion of SPAC Securities. Subject to the terms of this Agreement, at the SPAC Merger Effective Time, by virtue of the Merger, the Cayman Companies Act, the ICA and without any action on the part of any Party or the holder of any of their securities (i) SPAC Class A Ordinary Shares, (ii) SPAC Class B Ordinary Shares, (iii) SPAC Public Warrants and (iv) SPAC Private Warrants, in each case, issued and outstanding immediately prior to the SPAC Merger Effective Time, shall be automatically cancelled, exchanged or adjusted (as applicable) as follows: (i) Each then issued and outstanding SPAC Class B Ordinary Share, shall convert automatically, on a one-for-one basis, into a share of SPAC Class A Ordinary Share (the “Pre-Merger Conversion”);. (ii) Immediately after the Pre-Merger Conversion, every ten (10) each SPAC Class A Ordinary Shares Share shall be automatically cancelled in exchange for one (1) validly issued, fully paid and non-assessable MergeCo Ordinary Share. Any fractional shares resulting from such conversion shall be rounded down to the nearest whole number. (iii) Each SPAC Public Warrant shall be automatically exchanged to become to one (1) MergeCo Public Warrant. Each such MergeCo Public Warrant will be subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Public Warrant was issued immediately prior to the SPAC Merger Effective Time, except that each such MergeCo Public Warrant shall only be exercisable for one tenth (1/10) of one MergeCo Ordinary Share, provided always that no fractional MergeCo Ordinary Shares shall be issued and, accordingly, holders of MergeCo Public Warrants shall, when exercising their warrants, be required to exercise such warrants in multiples of 10. Each SPAC Private Warrant shall be automatically exchanged to become one (1) MergeCo Public Warrant, which such MergeCo Public Warrant shall only be exercisable for one tenth (1/10) of one MergeCo Ordinary Share (each, a “MergeCo Founder Warrant”), provided always that no fractional MergeCo Ordinary Shares shall be issued and, accordingly, holders of MergeCo Public Warrants shall, when exercising their warrants, be required to exercise such warrants in multiples of 10. Each such MergeCo Founder Warrant will be subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Private Warrant was issued immediately prior to the SPAC Merger Effective Time. The SPAC shall enter into customary warrant assumption documentation prior to the SPAC Merger Effective Time (“Warrant Assumption Documentation”). (iv) Each ordinary share of Merger Sub issued and outstanding immediately prior to the SPAC Merger Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving Company.

Conversion of SPAC Securities. Subject to the terms of this Agreement, at At the SPAC Merger Effective Time, by virtue of the Merger, the Cayman Companies Act, the ICA SPAC Merger and without any action on the part of any Party or the holder of any of their securities securities, the (i) SPAC Class A Ordinary SharesUnits, (ii) SPAC Class B Ordinary A Common Shares, (iii) SPAC Public Warrants and Founders Shares, (iv) SPAC Private Public Warrants, (v) SPAC Founders Warrants and (vi) SPAC Forward Purchase Warrants, in each case, issued and outstanding immediately prior to the SPAC Merger Effective Time, shall be automatically cancelled, exchanged or adjusted (as applicable) as followsconverted into the right to receive the following consideration: (i) Each then issued and outstanding SPAC Class B Ordinary Share, shall convert automatically, on a one-for-one basis, into a SPAC Class A Ordinary Share (the “Pre-Merger Conversion”); (ii) Immediately after the Pre-Merger Conversion, every ten (10) SPAC Class A Ordinary Shares Unit shall be automatically cancelled in exchange for consideration consisting of (A) the right to receive one (1) validly issued, fully paid and non-assessable New SPAC Common Share, which shall be issued to the Exchange Agent and exchanged for one (1) validly issued, fully paid and non-assessable MergeCo Ordinary Share. Any fractional shares resulting from such conversion Dutch Holdco Common Share to be issued to the Exchange Agent against a contribution in kind to Dutch Holdco pursuant to and in accordance with Section 2.04, and (B) on substantially equivalent terms and conditions as the SPAC Public Warrants, one-fifth of one warrant to acquire one (1) New SPAC Common Share (“New SPAC Public Warrant”), which warrant shall be rounded down issued to the nearest whole numberExchange Agent and exchanged for one-fifth of one warrant to acquire one (1) Dutch Holdco Common Share (each, a “Dutch Holdco Public Warrant”). The Dutch Holdco Public Warrants shall be on substantially equivalent terms and conditions as such New SPAC Public Warrants (including the Dutch Holdco Public Warrants described in clause (iv) below). (ii) Each SPAC Class A Common Share (without duplication of the SPAC Common Shares contemplated by Section 2.01(b)(i) above) shall be cancelled in exchange for consideration consisting of the right to receive one (1) validly issued, fully paid and non-assessable New SPAC Common Share, which shall be issued to the Exchange Agent and exchanged for one (1) validly issued, fully paid and non-assessable Dutch Holdco Common Share to be issued to the Exchange Agent against a contribution in kind to Dutch Holdco pursuant to and in accordance with Section 2.04. (iii) Each SPAC Public Warrant Founders Share shall be automatically exchanged cancelled in exchange for consideration consisting of the right to become to receive one (1) MergeCo Public Warrant. Each such MergeCo Public Warrant will be subject to substantially the same terms validly issued, fully paid and conditions set forth in the warrant agreement pursuant to non-assessable Class F ordinary share of New SPAC, par value $0.0001 per share (each, a “New SPAC Founders Share”), which such New SPAC Public Warrant was issued immediately prior to the SPAC Merger Effective Time, except that each such MergeCo Public Warrant shall only be exercisable for one tenth (1/10) of one MergeCo Ordinary Share, provided always that no fractional MergeCo Ordinary Founders Shares shall be issued andto the Exchange Agent and exchanged for the right to receive a number of validly issued, accordinglyfully paid and non-assessable Dutch Holdco Common Shares as determined consistent with the conversion mechanics set forth in Article 17 (including Article 17.3) of the SPAC Articles of Association (assuming for such purpose that such New SPAC Founders Shares were SPAC Founders Shares and the Transactions contemplated hereby were consummated by SPAC as the Business Combination (as defined in the SPAC Articles of Association), holders subject to the Waiver Agreement (which shall be executed by each holder of MergeCo SPAC Founders Shares) and consistent with Exhibit E) against a contribution in kind to Dutch Holdco pursuant to and in accordance with Section 2.04. (iv) Each SPAC Public Warrant (without duplication of the SPAC Public Warrants shall, when exercising their warrants, be required to exercise such warrants in multiples of 10. Each SPAC Private Warrant contemplated by Section 2.01(b)(i) above) shall be automatically exchanged cancelled in exchange for consideration consisting of the right to become receive, on substantially equivalent terms and conditions as the SPAC Public Warrants, one (1) MergeCo New SPAC Public Warrant which shall be issued to the Exchange Agent and exchanged for one (1) Dutch Holdco Public Warrant, which such MergeCo Public . (v) Each SPAC Founders Warrant shall only be exercisable cancelled in exchange for consideration consisting of the right to receive, on substantially equivalent terms and conditions as the SPAC Founders Warrants, one tenth (1/101) of warrant to acquire one MergeCo Ordinary (1) New SPAC Common Share (each, a “MergeCo Founder New SPAC Founders Warrant”), provided always that no fractional MergeCo Ordinary Shares which warrant shall be issued and, accordingly, holders of MergeCo Public Warrants shall, when exercising their warrants, be required to exercise such warrants in multiples of 10. Each such MergeCo Founder Warrant will be subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Private Warrant was issued immediately prior to the SPAC Merger Effective Time. The SPAC shall enter into customary warrant assumption documentation prior to the SPAC Merger Effective Time (“Warrant Assumption Documentation”). (iv) Each ordinary share of Merger Sub issued and outstanding immediately prior to the SPAC Merger Effective Time shall be converted into Exchange Agent and exchanged for one validly issued(1) warrant to acquire one (1) Dutch Holdco Common Share (each, fully paid a “Dutch Holdco Founders Warrant”). The Dutch Holdco Founders Warrants shall be on substantially equivalent terms and nonassessable ordinary share, par value $0.0001 per share, conditions as the New SPAC Founders Warrants. (vi) Each SPAC Forward Purchase Warrant shall be cancelled in exchange for consideration consisting of the Surviving Companyright to receive, on substantially equivalent terms and conditions as the SPAC Forward Purchase Warrants, one (1) warrant to acquire New SPAC Common Shares (each, a “New SPAC Forward Purchase Warrant”), which warrant shall be issued to the Exchange Agent and exchanged for one (1) warrant to acquire one (1) Dutch Holdco Common Share (each, a “Dutch Holdco Forward Purchase Warrant”). The Dutch Holdco Forward Purchase Warrants shall be on substantially equivalent terms and conditions as the New SPAC Forward Purchase Warrants.

Conversion of SPAC Securities. Subject to the terms of this Agreement, at At the SPAC Merger Effective Time, by virtue of the Merger, SPAC Merger and the Cayman Islands Companies Act, the ICA Act and without any action on the part of any Party or the holder of any of their securities securities, the (i) SPAC Class A Ordinary Shares, (ii) SPAC Class B Ordinary Shares, (iii) SPAC Public Warrants and (iv) SPAC Private Founders Warrants, in each case, issued and outstanding immediately prior to the SPAC Merger Effective TimeTime (including those issued to the Investors pursuant to the Subscription Agreement), shall be automatically cancelled, exchanged converted or adjusted (as applicable) as followsinto the following: (i) Each then issued and outstanding SPAC Class B Ordinary Share, shall convert automatically, on a one-for-one basis, into a SPAC Class A Ordinary Share (the “Pre-Merger Conversion”); (ii) Immediately after the Pre-Merger Conversion, every ten (10) SPAC Class A Ordinary Shares shall be automatically cancelled in exchange for one (1) validly issued, fully paid and non-assessable MergeCo Irish Holdco Ordinary Share. Any fractional shares resulting from . (ii) Each SPAC Class B Ordinary Share shall be (A) automatically converted into one (1) SPAC Class A Ordinary Share pursuant to and in accordance with the conversion mechanics set forth in Article 17.2 of the SPAC Formation Documentation (without giving effect to the adjustments set forth in Article 17.3 thereof) and following such conversion shall be rounded down to the nearest whole number(B) automatically cancelled in exchange for one (1) validly issued, fully paid and non-assessable Irish Holdco Ordinary Share. (iii) Each SPAC Public Warrant shall remain outstanding but shall be automatically exchanged adjusted to become to one (1) MergeCo Irish Holdco Public Warrant. Each such MergeCo Irish Holdco Public Warrant will continue to have, and be subject to substantially to, the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Public Warrant was issued Agreement immediately prior to the SPAC Merger Effective Time, except that each such MergeCo Irish Holdco Public Warrant shall only will be exercisable (or will become exercisable in accordance with its terms) for one tenth (1/10) that number of one MergeCo Ordinary Share, provided always that no fractional MergeCo whole Irish Holdco Ordinary Shares shall be issued and, accordingly, holders equal to the number of MergeCo SPAC Ordinary Shares that were issuable upon exercise of such SPAC Public Warrants shall, when exercising their warrants, be required Warrant that was outstanding immediately prior to exercise such warrants in multiples of 10the SPAC Merger Effective Time. Each SPAC Private Founders Warrant shall remain outstanding but shall be automatically exchanged adjusted to become one (1) MergeCo Public Warrant, which such MergeCo Irish Holdco Public Warrant shall only be exercisable for one tenth (1/10) of one MergeCo Ordinary Share (each, a an “MergeCo Founder Irish Holdco Founders Warrant”), provided always that no fractional MergeCo Ordinary Shares shall be issued and, accordingly, holders of MergeCo Public Warrants shall, when exercising their warrants, be required to exercise such warrants in multiples of 10. Each such MergeCo Founder Irish Holdco Founders Warrant will continue to have, and be subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Private Warrant was issued Agreement immediately prior to the SPAC Merger Effective Time. The SPAC shall enter into customary warrant assumption documentation prior , except that each Irish Holdco Founders Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole Irish Holdco Ordinary Shares equal to the number of SPAC Merger Effective Time (“Ordinary Shares that were issuable upon exercise of the such SPAC Founders Warrant Assumption Documentation”). (iv) Each ordinary share of Merger Sub issued and that was outstanding immediately prior to the SPAC Merger Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving CompanyTime.

Conversion of SPAC Securities. Subject to Section 2.03(c) and the other terms of this Agreement, at the SPAC Merger Effective Time, by virtue of the Merger, the Cayman Companies ActDGCL and the ICA, the ICA and without any action on the part of any Party or the holder of any of their securities (other than the issuance and delivery of the relevant securities by Parent as provided for in Section 2.03), (i) SPAC Class A Ordinary Common Shares, (ii) SPAC Class B Ordinary Common Shares, (iii) SPAC Public Warrants and (iv) SPAC Private Warrants, in each case, issued and outstanding immediately prior to the SPAC Merger Effective Time, shall be automatically cancelled, exchanged or adjusted (as applicable) as follows: (i) Each then issued and outstanding SPAC Class B Ordinary Share, shall convert automatically, on a one-for-one basis, into a SPAC Class A Ordinary Common Share (the “Pre-Merger Conversion”); (ii) Immediately after the Pre-Merger Conversion, every ten (10) SPAC Class A Ordinary Shares shall be automatically cancelled in exchange for one (1) validly issued, fully paid and non-assessable MergeCo Parent Ordinary Share. Any fractional shares resulting from such conversion . (ii) Each SPAC Class B Common Share shall be rounded down to the nearest whole numberautomatically cancelled in exchange for one (1) validly issued, fully paid and non-assessable Parent Ordinary Share. (iii) Each SPAC Public Warrant shall remain outstanding but shall be automatically exchanged adjusted to become to one (1) MergeCo Parent Public Warrant. Each such MergeCo Parent Public Warrant will continue to have, and be subject to substantially to, the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Public Warrant was issued immediately prior to the SPAC Merger Effective Time, except that each such MergeCo Parent Public Warrant shall only will be exercisable (or will become exercisable in accordance with its terms) for one tenth (1/10) that number of one MergeCo Ordinary Share, provided always that no fractional MergeCo whole Parent Ordinary Shares shall be issued and, accordingly, holders equal to the number of MergeCo SPAC Class A Common Shares that were issuable upon exercise of such SPAC Public Warrants shall, when exercising their warrants, be required Warrant that was outstanding immediately prior to exercise such warrants in multiples of 10the SPAC Merger Effective Time. Each SPAC Private Warrant shall remain outstanding but shall be automatically exchanged adjusted to become one (1) MergeCo Public Warrant, which such MergeCo Parent Public Warrant shall only be exercisable for one tenth (1/10) of one MergeCo Ordinary Share (each, a “MergeCo Parent Founder Warrant”), provided always that no fractional MergeCo Ordinary Shares shall be issued and, accordingly, holders of MergeCo Public Warrants shall, when exercising their warrants, be required to exercise such warrants in multiples of 10. Each such MergeCo Parent Founder Warrant will continue to have, and be subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Private Warrant was issued immediately prior to the SPAC Merger Effective Time. The SPAC shall enter into customary warrant assumption documentation prior , except that each Parent Founder Warrant will be exercisable (or will become exercisable in accordance with its terms) for that number of whole Parent Ordinary Shares equal to the number of SPAC Merger Effective Time (“Class A Common Shares that were issuable upon exercise of such SPAC Private Warrant Assumption Documentation”). (iv) Each ordinary share of Merger Sub issued and that was outstanding immediately prior to the SPAC Merger Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving CompanyTime.

Conversion of SPAC Securities. Subject to the terms of this Agreement, at At the SPAC Merger Effective Time, by virtue of the Merger, the Cayman Companies Act, the ICA SPAC Merger and without any action on the part of any Party or the holder of any of their securities securities, the (ia) SPAC Units, (b) SPAC Class A Ordinary Shares, (iic) SPAC Class B Ordinary Founders Shares, (iiid) SPAC Public Warrants and (ive) SPAC Private WarrantsFounder Warrants ((a)-(e) “SPAC Securities”), in each case, issued and outstanding immediately prior to the SPAC Merger Effective Time, shall be automatically cancelled, exchanged or adjusted (as applicable) as followsconverted into the right to receive the following consideration: (i) Each then issued and outstanding SPAC Class B Ordinary Share, shall convert automatically, on a one-for-one basis, into a SPAC Class A Ordinary Share (the “Pre-Merger Conversion”); (ii) Immediately after the Pre-Merger Conversion, every ten (10) SPAC Class A Ordinary Shares Unit shall be automatically cancelled in exchange for consideration consisting of (a) the right to receive one (1) validly issued, fully paid and non-assessable MergeCo share of New Holdco Common Stock and (b) on substantially equivalent terms and conditions as the SPAC Public Warrants, one-third of one (1) warrant to acquire one (1) share of New Holdco Common Stock (each such whole warrant, a “New Holdco Public Warrant”). (ii) Each SPAC Class A Ordinary Share. Any fractional shares resulting from such conversion Share (without duplication of the SPAC Ordinary Shares contemplated by Section 2.1.3(i) above) shall be rounded down cancelled in exchange for consideration consisting of the right to the nearest whole numberreceive one (1) validly issued, fully paid and non-assessable share of New Holdco Common Stock. (iii) Each SPAC Public Warrant Founders Share shall be automatically exchanged cancelled in exchange for consideration consisting of the right to become to receive one (1) MergeCo Public Warrant. Each validly issued, fully paid and non-assessable share of New Holdco Common Stock in accordance with Article 17 of the SPAC Articles of Association (assuming for such MergeCo Public Warrant will be subject to substantially purpose that the same terms and conditions set forth Transactions contemplated hereby were consummated by SPAC as the Business Combination (as defined in the warrant agreement pursuant to which such SPAC Public Warrant was issued immediately prior to the SPAC Merger Effective Time, except that each such MergeCo Public Warrant shall only be exercisable for one tenth (1/10) Articles of one MergeCo Ordinary Share, provided always that no fractional MergeCo Ordinary Shares shall be issued and, accordingly, holders of MergeCo Public Warrants shall, when exercising their warrants, be required to exercise such warrants in multiples of 10. Each SPAC Private Warrant shall be automatically exchanged to become one (1) MergeCo Public Warrant, which such MergeCo Public Warrant shall only be exercisable for one tenth (1/10) of one MergeCo Ordinary Share (each, a “MergeCo Founder Warrant”Association), provided always that no fractional MergeCo Ordinary Shares shall be issued and, accordingly, holders of MergeCo Public Warrants shall, when exercising their warrants, be required to exercise such warrants in multiples of 10. Each such MergeCo Founder Warrant will be subject to substantially the same terms and conditions set forth in the warrant agreement pursuant to which such SPAC Private Warrant was issued immediately prior to the SPAC Merger Effective Time. The SPAC shall enter into customary warrant assumption documentation prior to the SPAC Merger Effective Time (“Warrant Assumption Documentation”). (iv) Each ordinary SPAC Public Warrant (without duplication of the SPAC Public Warrants contemplated by Section 2.1.3(i) above) shall be cancelled in exchange for consideration consisting of the right to receive, on substantially equivalent terms and conditions as the SPAC Public Warrants, one (1) New Holdco Public Warrant. (v) Each SPAC Founder Warrant shall be cancelled in exchange for consideration consisting of the right to receive, on substantially equivalent terms and conditions as the SPAC Founder Warrants, one (1) warrant to acquire one (1) share of Merger Sub issued and outstanding immediately prior to the SPAC Merger Effective Time shall be converted into and exchanged for one validly issuedNew Holdco Common Stock (each, fully paid and nonassessable ordinary share, par value $0.0001 per share, of the Surviving Companya “New Holdco Founder Warrant”).