Common use of Effect on Securities Clause in Contracts

Effect on Securities. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Capital Stock: 2.8.1 Each share of Company Common Stock issued and outstanding as of the Effective Time, including each share of Company Common Stock issued upon the conversion of the Company Preferred Stock immediately prior to the Effective Time and upon exercise of Company Warrants immediately prior to the Effective Time (including each share of Company Common Stock issued upon the conversion of Company Preferred Stock issued upon the exercise of Company Warrants immediately prior to the Effective Time), other than any shares of Company Common Stock to be canceled pursuant to Section 2.8.5 and any Dissenting Shares (as defined, and to the extent provided in, Section 2.12.1), will be automatically converted into the right to receive, (i) at the Effective Time, the Per Share Closing Consideration, in cash to the holder thereof, without interest thereon and (ii) the Per Share Escrow Consideration, pursuant to the terms of this Agreement and the Escrow Agreement. 2.8.2 Prior to the Closing, the Company shall give notice in writing to each holder of an outstanding Company Option immediately prior to the Effective Time that the vesting of all Company Options shall be accelerated immediately prior to the Effective Time (such acceleration to be subject to the closing of the Merger). Each Company Option outstanding and unexercised immediately prior to the Effective Time will be cancelled and the holder thereof shall have the right to receive in exchange therefor an amount (subject to withholding for all applicable Taxes) equal to (i)(A) the excess, if any, of (1) the Per Share Closing Consideration, minus (2) the per share exercise price under such Company Option, multiplied by (B) the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Option and (ii) the Per Share Escrow Consideration multiplied by the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Option, pursuant to the terms of this Agreement and the Escrow Agreement. Payment of such amounts shall be made in accordance with and subject to the terms of this Agreement and the Escrow Agreement. As of the Effective Time, the Company Option Plan and any other Company plan, program or arrangement that provides for compensation in the form of equity-based grants shall terminate. 2.8.3 Immediately prior to the Effective Time, any Company Warrant then outstanding and not expired shall, at the Effective Time and in accordance with the terms of such Warrant, be converted into the right to receive, subject to Section 2.8.4 and upon compliance with the requirements of Section 2.9, an amount (subject to withholding for all applicable Taxes) equal to (i)(A) the excess, if any, of (1) the Per Share Closing Consideration, minus (2) the per share exercise price under such Company Warrant, multiplied by (B) the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Warrant (assuming that any shares of Company Preferred Stock issuable upon the exercise of such Company Warrants were converted into shares of Company Common Stock immediately prior to the Effective Time) and (ii) the Per Share Escrow Consideration multiplied by the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Warrant (assuming that any shares of Company Preferred Stock issuable upon the exercise of such Company Warrants were converted into shares of Company Common Stock immediately prior to the Effective Time), pursuant to the terms of this Agreement and the Escrow Agreement (collectively, the “Warrant Consideration”). Payment of such amounts shall be made in accordance with and subject to the terms of this Agreement and the Escrow Agreement. If any Company Warrant is exercised prior to the Effective Time, the holder of such Warrant shall have no rights under this Section 2.8.3. 2.8.4 Each holder of Company Warrants that, pursuant to their terms, terminate at the Effective Time, shall receive in respect of its Company Warrants pursuant to this Section 2.8.4, the Warrant Consideration paid by the Payment Agent on behalf of the Surviving Corporation by check or wire transfer in accordance with the terms of this Agreement and the Escrow Agreement. Each holder of Company Warrants that do not, pursuant to their terms, terminate at the Effective Time, shall receive its Warrant Consideration only upon exchange of such Company Warrants in accordance with this Agreement. 2.8.5 Each share of Company Capital Stock held by the Company or by Parent or Merger Sub immediately prior to the Effective Time, shall be canceled and extinguished without any conversion thereof. 2.8.6 Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation. Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of capital stock of the Surviving Corporation.

Effect on Securities. Subject to the terms and conditions provisions of this Agreement, : (a) at the Effective Time, by virtue of the Merger and without any action on the part of Parentany Company Stockholder, Merger Sub, the Company or the holders of Company Capital Stock: 2.8.1 Each share of Company Common Stock issued subject to and outstanding as in consideration of the Effective Timeterms and conditions set forth herein, including each share of Company Common Stock issued upon the conversion of the Company Preferred Stock immediately prior to the Effective Time that is issued and upon exercise of Company Warrants outstanding immediately prior to the Effective Time (other than Dissenting Shares), shall be converted into the right to receive the (i) Per Share Company Preferred Cash Consideration in cash and (ii) Per Share Company Preferred Stock Consideration. All of the shares of Company Preferred Stock converted into the right to receive consideration as described in this Section 3.01(a) shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities (including any right to accrued but unpaid dividends), except the right to receive the applicable consideration described in this Section 3.01(a) into which such share of Company Preferred Stock shall have been converted into in the Merger; (b) at the Effective Time, by virtue of the Merger and without any action on the part of any Company Stockholder, subject to and in consideration of the terms and conditions set forth herein, each share of Company Common Stock that is issued upon the conversion of Company Preferred Stock issued upon the exercise of Company Warrants immediately prior to the Effective Time), other than any shares of Company Common Stock to be canceled pursuant to Section 2.8.5 and any Dissenting Shares (as defined, and to the extent provided in, Section 2.12.1), will be automatically converted into the right to receive, (i) at the Effective Time, the Per Share Closing Consideration, in cash to the holder thereof, without interest thereon and (ii) the Per Share Escrow Consideration, pursuant to the terms of this Agreement and the Escrow Agreement. 2.8.2 Prior to the Closing, the Company shall give notice in writing to each holder of an outstanding Company Option immediately prior to the Effective Time that the vesting of all Company Options shall be accelerated immediately prior to the Effective Time (such acceleration to be subject to other than the closing of the MergerDissenting Shares). Each Company Option outstanding and unexercised immediately prior to the Effective Time will be cancelled and the holder thereof , shall have the right to receive in exchange therefor an amount (subject to withholding for all applicable Taxes) equal to (i)(A) the excess, if any, of (1) the Per Share Closing Consideration, minus (2) the per share exercise price under such Company Option, multiplied by (B) the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Option and (ii) the Per Share Escrow Consideration multiplied by the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Option, pursuant to the terms of this Agreement and the Escrow Agreement. Payment of such amounts shall be made in accordance with and subject to the terms of this Agreement and the Escrow Agreement. As of the Effective Time, the Company Option Plan and any other Company plan, program or arrangement that provides for compensation in the form of equity-based grants shall terminate. 2.8.3 Immediately prior to the Effective Time, any Company Warrant then outstanding and not expired shall, at the Effective Time and in accordance with the terms of such Warrant, be converted into the right to receive, subject to Section 2.8.4 and upon compliance with the requirements of Section 2.9, an amount (subject to withholding for all applicable Taxes) equal to (i)(A) the excess, if any, of (1) receive the Per Share Closing Company Common Stock Consideration, minus (2) . All of the per share exercise price under such Company Warrant, multiplied by (B) the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Warrant (assuming that any shares of Company Preferred Stock issuable upon the exercise of such Company Warrants were converted into shares the right to receive consideration as described in this Section 3.01(b) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock immediately prior shall thereafter cease to have any rights with respect to such securities, except the Effective Timeright to receive the applicable consideration described in this Section 3.01(b) and (ii) the Per Share Escrow Consideration multiplied by the total number of shares into which such share of Company Common Stock that are issuable upon the exercise of such Company Warrant (assuming that any shares of Company Preferred Stock issuable upon the exercise of such Company Warrants were shall have been converted into shares of Company Common Stock immediately prior to in the Effective Time), pursuant to the terms of this Agreement and the Escrow Agreement Merger; (collectively, the “Warrant Consideration”). Payment of such amounts shall be made in accordance with and subject to the terms of this Agreement and the Escrow Agreement. If any Company Warrant is exercised prior to the Effective Time, the holder of such Warrant shall have no rights under this Section 2.8.3. 2.8.4 Each holder of Company Warrants that, pursuant to their terms, terminate c) at the Effective Time, shall receive in respect of its Company Warrants pursuant to this Section 2.8.4, the Warrant Consideration paid by the Payment Agent on behalf virtue of the Surviving Corporation by check or wire transfer in accordance with Merger and without any action on the terms part of this Agreement and the Escrow Agreement. Each any holder of Company Warrants that do notthereof, pursuant to their terms, terminate at the Effective Time, shall receive its Warrant Consideration only upon exchange of such Company Warrants in accordance with this Agreement. 2.8.5 Each each share of Company Capital Stock held by the Company or by Parent or Merger Sub immediately prior to the Effective Timecommon stock, shall be canceled and extinguished without any conversion thereof. 2.8.6 Each share par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per share, of the Surviving Corporation. Following Company and all such shares shall constitute the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such only outstanding shares of capital stock of the Surviving CorporationCompany as of immediately following the Effective Time; and (d) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Capital Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled and no payment or distribution shall be made with respect thereto.

Effect on Securities. Subject to the provisions of this Agreement: (a) immediately prior to the Sponsor Share Conversion and prior to the Effective Time, each Company Preferred Share that is issued and outstanding immediately prior to such time shall automatically convert into a number of Company Ordinary Shares in accordance with the Governing Documents of the Company (collectively, the “Company Preferred Shares Conversion”). All Company Preferred Shares converted into Company Ordinary Shares shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Shares shall thereafter cease to have any rights with respect to such securities; (b) immediately prior to the Effective Time, each Acquiror Class B Ordinary Share that is issued and outstanding as of such time shall automatically convert in accordance with the terms of the Acquiror Organizational Documents into one Acquiror Class A Ordinary Share (the “Sponsor Share Conversion”). All of Acquiror Class B Ordinary Shares converted into Acquiror Class A Ordinary Shares shall no longer be outstanding and shall cease to exist, and each holder of such Acquiror Class B Ordinary Shares shall thereafter cease to have any rights with respect to such securities; (c) at the Effective Time (and, for the avoidance of doubt, following the Company Preferred Shares Conversion, and immediately following the consummation of the Sponsor Share Conversion), by virtue of the Amalgamation and without any action on the part of any Company Shareholder, subject to and in consideration of the terms and conditions set forth herein (including without limitation delivery of the release contemplated by Section 3.03(a)(ii)), (i) each Company Ordinary Share that is issued and outstanding immediately prior to the Effective Time, shall be cancelled and converted into, and shall thereafter represent the right of each Company Shareholder to receive, as consideration for such Company Share, the applicable Per Share Amalgamation Consideration and (ii) in consideration thereof, the Acquiror shall issue the Per Share Amalgamation Consideration to the respective Company Shareholder. All of the Company Ordinary Shares converted into the right to receive consideration as described in this AgreementSection 3.01(c) shall no longer be outstanding and shall cease to exist, and each holder of Company Ordinary Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.01(c) into which such Company Ordinary Share shall have been converted into in the Amalgamation; (d) at the Effective Time, by virtue of the Merger Amalgamation and without any action on the part of Parentany holder thereof, Merger Sub, the Company or the holders of Company Capital Stock: 2.8.1 Each each ordinary share of Amalgamation Sub shall be converted into and become one validly issued ordinary share of the Amalgamated Company Common Stock issued and all such shares shall constitute the only outstanding share capital of the Amalgamated Company as of the Effective Time, including each share of Company Common Stock issued upon the conversion of the Company Preferred Stock immediately prior to following the Effective Time and upon exercise of Company Warrants immediately prior accordingly, PubCo shall become, pursuant to the Effective Time Amalgamation and the cancellation of the Company Ordinary Shares, the holder of all Amalgamated Company Ordinary Shares; and (including each share of Company Common Stock issued upon the conversion of Company Preferred Stock issued upon the exercise of Company Warrants immediately prior to the Effective Time), other than any shares of Company Common Stock to be canceled pursuant to Section 2.8.5 and any Dissenting Shares (as defined, and to the extent provided in, Section 2.12.1), will be automatically converted into the right to receive, (ie) at the Effective Time, by virtue of the Per Share Closing Consideration, in cash to Amalgamation and without any action on the part of any holder thereof, without interest thereon and (ii) each Company Ordinary Share held in the Per Share Escrow Consideration, pursuant to the terms treasury of this Agreement and the Escrow Agreement. 2.8.2 Prior to the Closing, the Company shall give notice in writing to each holder of an outstanding Company Option immediately prior to the Effective Time that the vesting of all Company Options shall be accelerated immediately prior to the Effective Time (such acceleration to be subject to the closing of the Merger). Each Company Option outstanding and unexercised immediately prior to the Effective Time will be cancelled and the holder thereof shall have the right to receive in exchange therefor an amount (subject to withholding for all applicable Taxes) equal to (i)(A) the excess, if any, of (1) the Per Share Closing Consideration, minus (2) the per share exercise price under such Company Option, multiplied by (B) the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Option and (ii) the Per Share Escrow Consideration multiplied by the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Option, pursuant to the terms of this Agreement and the Escrow Agreement. Payment of such amounts shall be made in accordance with and subject to the terms of this Agreement and the Escrow Agreement. As of the Effective Time, the Company Option Plan and any other Company plan, program or arrangement that provides for compensation in the form of equity-based grants shall terminate. 2.8.3 Immediately prior to the Effective Time, any Company Warrant then outstanding and not expired shall, at the Effective Time and in accordance with the terms of such Warrant, be converted into the right to receive, subject to Section 2.8.4 and upon compliance with the requirements of Section 2.9, an amount (subject to withholding for all applicable Taxes) equal to (i)(A) the excess, if any, of (1) the Per Share Closing Consideration, minus (2) the per share exercise price under such Company Warrant, multiplied by (B) the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Warrant (assuming that any shares of Company Preferred Stock issuable upon the exercise of such Company Warrants were converted into shares of Company Common Stock immediately prior to the Effective Time) and (ii) the Per Share Escrow Consideration multiplied by the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Warrant (assuming that any shares of Company Preferred Stock issuable upon the exercise of such Company Warrants were converted into shares of Company Common Stock immediately prior to the Effective Time), pursuant to the terms of this Agreement and the Escrow Agreement (collectively, the “Warrant Consideration”). Payment of such amounts shall be made in accordance with and subject to the terms of this Agreement and the Escrow Agreement. If any Company Warrant is exercised prior to the Effective Time, the holder of such Warrant shall have no rights under this Section 2.8.3. 2.8.4 Each holder of Company Warrants that, pursuant to their terms, terminate at the Effective Time, shall receive in respect of its Company Warrants pursuant to this Section 2.8.4, the Warrant Consideration paid by the Payment Agent on behalf of the Surviving Corporation by check or wire transfer in accordance with the terms of this Agreement and the Escrow Agreement. Each holder of Company Warrants that do not, pursuant to their terms, terminate at the Effective Time, shall receive its Warrant Consideration only upon exchange of such Company Warrants in accordance with this Agreement. 2.8.5 Each share of Company Capital Stock held by the Company or by Parent or Merger Sub immediately prior to the Effective Time, shall be canceled and extinguished without any conversion thereof. 2.8.6 Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid cancelled and nonassessable share of common stock, no par value per share, of the Surviving Corporation. Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock payment or distribution shall evidence ownership of such shares of capital stock of the Surviving Corporationbe made with respect thereto.

Effect on Securities. Subject to the provisions of this Agreement: (a) immediately prior to the Company Preferred Stock Conversion and prior to the Effective Time, each Company Convertible Note that is issued and outstanding immediately prior to such time shall automatically convert into several shares of Company Common Stock in accordance with the terms of such Company Convertible Note (collectively, the “Company Convertible Note Conversion”). Each Company Convertible Note converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of a Company Convertible Note shall thereafter cease to have any rights with respect to such securities; (b) immediately prior to the Effective Time, each share of Company Preferred Stock that is issued and outstanding immediately prior to such time shall automatically convert into a number of shares of Company Common Stock in accordance with the Company Certificate of Incorporation (collectively, the “Company Preferred Stock Conversion”). All of the shares of Company Preferred Stock converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities; (c) at the Effective Time (and, for the avoidance of doubt, following the Company Convertible Note Conversion and the Company Preferred Stock Conversion), by virtue of the Merger and without any action on the part of any Company Stockholder, subject to and in consideration of the terms and conditions set forth herein (including without limitation delivery of the release contemplated by Section 3.04(a)(ii)), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares), shall be converted into the right to receive the applicable Per Share Merger Consideration and the Earnout Shares. All of the shares of Company Common Stock converted into the right to receive consideration as described in this AgreementSection 3.01(c) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.01(c) into which such share of Company Common Stock shall have been converted into in the Merger. (d) at the Effective Time, by virtue of the Merger and without any action on the part of Parentany holder thereof, Merger Sub, the Company or the holders of Company Capital Stock: 2.8.1 Each share of Company Common Stock issued and outstanding as of the Effective Time, including each share of Company Common Stock issued upon the conversion of the Company Preferred Stock immediately prior to the Effective Time and upon exercise of Company Warrants immediately prior to the Effective Time (including each share of Company Common Stock issued upon the conversion of Company Preferred Stock issued upon the exercise of Company Warrants immediately prior to the Effective Time)common stock, other than any shares of Company Common Stock to be canceled pursuant to Section 2.8.5 and any Dissenting Shares (as definedpar value $0.01 per share, and to the extent provided in, Section 2.12.1), will be automatically converted into the right to receive, (i) at the Effective Time, the Per Share Closing Consideration, in cash to the holder thereof, without interest thereon and (ii) the Per Share Escrow Consideration, pursuant to the terms of this Agreement and the Escrow Agreement. 2.8.2 Prior to the Closing, the Company shall give notice in writing to each holder of an outstanding Company Option immediately prior to the Effective Time that the vesting of all Company Options shall be accelerated immediately prior to the Effective Time (such acceleration to be subject to the closing of the Merger). Each Company Option outstanding and unexercised immediately prior to the Effective Time will be cancelled and the holder thereof shall have the right to receive in exchange therefor an amount (subject to withholding for all applicable Taxes) equal to (i)(A) the excess, if any, of (1) the Per Share Closing Consideration, minus (2) the per share exercise price under such Company Option, multiplied by (B) the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Option and (ii) the Per Share Escrow Consideration multiplied by the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Option, pursuant to the terms of this Agreement and the Escrow Agreement. Payment of such amounts shall be made in accordance with and subject to the terms of this Agreement and the Escrow Agreement. As of the Effective Time, the Company Option Plan and any other Company plan, program or arrangement that provides for compensation in the form of equity-based grants shall terminate. 2.8.3 Immediately prior to the Effective Time, any Company Warrant then outstanding and not expired shall, at the Effective Time and in accordance with the terms of such Warrant, be converted into the right to receive, subject to Section 2.8.4 and upon compliance with the requirements of Section 2.9, an amount (subject to withholding for all applicable Taxes) equal to (i)(A) the excess, if any, of (1) the Per Share Closing Consideration, minus (2) the per share exercise price under such Company Warrant, multiplied by (B) the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Warrant (assuming that any shares of Company Preferred Stock issuable upon the exercise of such Company Warrants were converted into shares of Company Common Stock immediately prior to the Effective Time) and (ii) the Per Share Escrow Consideration multiplied by the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Warrant (assuming that any shares of Company Preferred Stock issuable upon the exercise of such Company Warrants were converted into shares of Company Common Stock immediately prior to the Effective Time), pursuant to the terms of this Agreement and the Escrow Agreement (collectively, the “Warrant Consideration”). Payment of such amounts shall be made in accordance with and subject to the terms of this Agreement and the Escrow Agreement. If any Company Warrant is exercised prior to the Effective Time, the holder of such Warrant shall have no rights under this Section 2.8.3. 2.8.4 Each holder of Company Warrants that, pursuant to their terms, terminate at the Effective Time, shall receive in respect of its Company Warrants pursuant to this Section 2.8.4, the Warrant Consideration paid by the Payment Agent on behalf of the Surviving Corporation by check or wire transfer in accordance with the terms of this Agreement and the Escrow Agreement. Each holder of Company Warrants that do not, pursuant to their terms, terminate at the Effective Time, shall receive its Warrant Consideration only upon exchange of such Company Warrants in accordance with this Agreement. 2.8.5 Each share of Company Capital Stock held by the Company or by Parent or Merger Sub immediately prior to the Effective Time, shall be canceled and extinguished without any conversion thereof. 2.8.6 Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued, issued fully paid and nonassessable non-assessable share of common stock, no par value $0.01 per share, of the Surviving Corporation. Following Company and all such shares shall constitute the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such only outstanding shares of capital stock of the Surviving CorporationCompany as of immediately following the Effective Time; and (e) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Capital Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled and no payment or distribution shall be made with respect thereto.