Effect on Share Capital. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any of the following securities:
Effect on Share Capital. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any ordinary shares, par value $0.01 per share, of the Company (the “Company Shares”) or any ordinary shares, par value $0.01 per share, of Merger Sub (the “Merger Sub Shares”) or any other Person:
Effect on Share Capital. Pursuant to the terms of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
Effect on Share Capital. (a) At the Effective Time, by virtue of, and simultaneously with, the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company:
(i) any Company Ordinary Shares held by the Company or any wholly owned Subsidiary of the Company (or held by the Company as dormant shares (Menayot Redumot)) immediately prior to the Effective Time shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(ii) any Company Ordinary Shares held by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent immediately prior to the Effective Time shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor;
(iii) except as provided in clauses “(i)” and “(ii)” above, and subject to Section 1.5(b), each Company Ordinary Share outstanding immediately prior to the Effective Time shall be transferred to Parent and shall be registered in the name of Parent in the shareholders register of the Surviving Corporation in consideration for the right to receive US$21 in cash, without any interest thereon (the “Merger Consideration”);
(iv) all Company Options shall be treated in accordance with Section 5.5 hereof; and
(v) each ordinary share, par value NIS 0.01 per share, of Merger Sub outstanding immediately prior to the Effective Time shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.
(b) If, during the period commencing on the date of this Agreement and ending at the Effective Time, the outstanding Company Ordinary Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, issuance of bonus shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a stock dividend is declared by the Company during such period, or a record date with respect to any such event shall occur during such period, then the Merger Consideration shall be adjusted to the extent appropriate.
(c) If any Company Ordinary Shares outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other Contract with the Company or under which the Company has any rights, then the Merger Consideration payable in exchang...
Effect on Share Capital. 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 the holder of any shares in the share capital of Company, each having a par value of $0.01 (each, a “Company Common Share”), as evidenced by way of entry in the register of shareholders of Company (the “Company Share Register”) or by share certificates registered in the name of the bearer (each, a “Company Certificate”):
Effect on Share Capital. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Amalgamation and without any action on the part of the holder of any common shares in IPC, each having a par value of $0.01 (each, an “IPC Common Share”), as evidenced by way of entry in the register of shareholders of IPC (the “IPC Share Register”) or by share certificates registered in the name of a shareholder and representing outstanding IPC Common Shares (each, an “IPC Certificate”):
Effect on Share Capital. At the Effective Time, by virtue of, and simultaneously with the Merger, and without any further action on the part of Parent, the Company or Merger Subsidiary:
(a) except as otherwise provided in Sections 2.02(b) and 2.02(c), each Company Ordinary Share outstanding immediately prior to the Effective Time shall be transferred to Parent and shall be registered in the name of Parent in the shareholder register of the Surviving Company, in consideration for the right to receive $8.25 in cash, without interest and 0.1498 shares of Parent Common Stock (together with cash in lieu of fractional shares of Parent Common Stock as specified below, the “Merger Consideration”);
(b) no payment shall be made with respect to any Company Ordinary Shares held by the Company or dormant shares (minayot radumot) immediately prior to the Effective Time; and
(c) no payment shall be made with respect to any Company Ordinary Share held by Parent, Merger Subsidiary and any other wholly owned Subsidiary of Parent immediately prior to the Effective Time.
Effect on Share Capital. Subject to the satisfaction or waiver (where permissible) of the conditions in this Agreement as set forth in Article 6, at the Closing Date, subject to the provisions of the Court Approval, the following shall occur:
Effect on Share Capital. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Amalgamation and without any action on the part of the holder of any common shares in Genesis, each having a par value of $0.001 (each, a “Genesis Common Share”), which Genesis Common Shares have been issued in the form of American Depositary Shares (each, an “ADS”), with each ADS representing one Genesis Common Share and either evidenced by physical certificated American Depositary Receipts (each, an “ADR” and each such certificate shall hereinafter be referred to as a “Genesis Certificate”) or issued in uncertificated form through book-entry or other registration system:
Effect on Share Capital. The financial effects of the Acquisition on the issued share capital of the Company as at the date of the SPA are as follows: Number of Shares (S$'000) Share capital of the Company as at the date of the SPA 668,266,667 38,530 Additional issue of Conversion Shares assuming full conversion 399,090,909 43,900 Share capital of the Company as at the date of the SPA after issue of Conversion Shares assuming full conversion 1,067,357,576 82,430 Effect of the Acquisition on the Net Tangible Asset per share (the “NTA”) For the purpose of illustration and assuming that the Acquisition had been completed on 31 December 2012, being the end of the most recently audited completed financial year, and based on the Group’s audited consolidated financial statements as at 31 December 2012, (taking into consideration the adjusted NTA related to the disposal of the Distribution Business which was previously announced on 21 August 2013 and 31 December 2013), the audited financial statements of both SSR and ERPL as at 31 March 2013(a), and the Purchase Consideration of S$53.9 million, the effect on the NTA per share of the Group as at 31 December 2012, would be as follows: Before the Acquisition After the Acquisition NTA (b) S$29,553,000 S$116,673,000 Number of Shares (c) 668,266,667 1,067,357,576 (after full conversion) NTA per share 4.42 cents 10.93 cents Based on the above table, there will be a 147.3% increase in the NTA per share after the Acquisition.
