Common use of Effect on Share Capital Clause in Contracts

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 exchange for such Company Ordinary Shares will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition and need not be paid until such time as such repurchase option, risk of forfeiture or other conditions lapses or otherwise terminates. Prior to the Effective Time, the Company shall use commercially reasonable efforts to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other Contract.

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, Alkaloida, TDC, SPH, Merger Sub, the Company or any shareholder of Parent, Alkaloida, TDC, SPH, Merger Sub, or the Company: (i) any all Company Ordinary Shares held by the Company Parent or any wholly owned Subsidiary of its Affiliates (including the Acquired Corporations) (collectively, the “Excluded Ordinary Shares”), and all Company (or Founder Shares held by Parent or any of its Affiliates (including the Company as dormant shares (Menayot Redumot)Acquired Corporations) immediately prior to the Effective Time shall not be canceled and shall cease to exist, or surrendered in the Merger 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(b1.6‎(b), each Company Ordinary Share issued and 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 automatically converted into the right to receive US$21 43.00 in cash, without any interest thereon (the “Merger Consideration”); (iv) all Company Options and shall be treated in accordance with Section 5.5 hereofcanceled and shall cease to exist; and (viii) each ordinary share, par value NIS 0.01 1.00 per share, of Merger Sub issued and 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 exchange for such Company Ordinary Shares will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition and need not be paid until such time as such repurchase option, risk of forfeiture or other conditions lapses or otherwise terminates. Prior to the Effective Time, the Company shall use commercially reasonable efforts to ensure that, from and after the Effective Time, Parent is Parent, Alkaloida, TDC and SPH are each entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other Contract.

Effect on Share Capital. (a) At the Effective Time, by virtue of, and simultaneously with, of the Merger and the other Transactions, and without any further action on the part of the Company, Parent, Merger Sub, Sub or the Company or holders of any shareholder securities of the Company: (ia) any Company Ordinary Shares held by the Company or any wholly Each Common Share owned Subsidiary of the Company (or held by the Company as dormant shares (Menayot Redumot)) a treasury share as of immediately prior to the Effective Time shall Time, will be canceled cancelled, be no longer outstanding, and shall will automatically 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 will be delivered in exchange therefor. (b) IfEach Common Share that is owned directly by Parent and each Common Share owned directly by any direct or indirect wholly owned Subsidiary of the Company, during the period commencing on the date in each case, as of this Agreement and ending at immediately prior to the Effective Time, the outstanding Company Ordinary Shares are changed into a different number or class of shares by reason of any stock splitwill be cancelled, division or subdivision of sharesbe no longer outstanding, stock dividendand will automatically cease to exist, 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 and no consideration will be adjusted to the extent appropriatedelivered in exchange therefor. (c) If any Company Ordinary Shares Each Common Share issued and outstanding immediately prior to the Effective Time (other than (i) any securities expressly contemplated by ‎Section 2.04 hereof (other than the Common Shares referenced in the last sentence of each of Section 2.04(a)(i), 2.04(a)(ii) and 2.04(b)(i) hereof, respectively), (ii) Excluded Shares, which will be treated in accordance with Section ‎2.01(a) and Section ‎2.01(b), as applicable, and (iii) Dissenting Shares (as defined below), which will be treated in accordance with Section ‎2.03, but (iv) including any holdback Common Shares that 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 exchange for such Company Ordinary Shares will also be unvested and subject issuable to the same repurchase optionformer shareholders of INCO Limited under the Xxxxx EPA, risk which shall be treated for purposes of forfeiture or other condition this ‎Section 2.01 as issued and need not be paid until such time as such repurchase option, risk of forfeiture or other conditions lapses or otherwise terminates. Prior outstanding immediately prior to the Effective Time) will be cancelled, be no longer outstanding, and will automatically cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such Common Shares (each, a “Certificate”) and each holder of evidence in book-entry form that immediately prior to the Effective Time represented any such Common Shares (“Book-Entry Shares”), will cease to have any rights with respect thereto, except the right to receive $14.00 in cash per Common Share without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section ‎2.02; and (d) Each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share, par value $0.00005 per share, of the Surviving Company. Such ordinary shares in the Surviving Company shall use commercially reasonable efforts to ensure thatconstitute the only issued and outstanding shares of the Surviving Company, from and after which shall be reflected in the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other Contractregister of members of the Surviving Company.

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 Parent, Merger Sub or 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 therefortherefore; and, notwithstanding anything contrary contained in this Agreement any Company Ordinary Shares, Company Founder Shares or any other shares of stock of the Company held by TDC, Xxxxxx and Company, Inc. (“Xxxxxx”) or any wholly-owned Subsidiary of the Company shall not be cancelled or surrendered in the Merger and shall continue to remain outstanding; (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 clause “(i)” and “(ii)” above, and subject to Section 1.5(b), each Company Ordinary Share and each Company Founder 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 Company in consideration for the right to receive US$21 7.75 in cash, without any interest thereon (the “Merger Consideration”); (iviii) all Company Options shall be treated in accordance with Section 5.5 hereof; and (viv) 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 and/or Company Founder 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 or Company Founder 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 exchange for such Company Ordinary Shares or Company Founder Shares, as applicable, will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition and need not be paid until such time as such repurchase option, risk of forfeiture or other conditions lapses or otherwise terminates. Prior to the Effective Time, the Company shall use commercially reasonable efforts to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other Contract.

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, Alkaloida, Merger Sub, the Company or any shareholder of Parent, Alkaloida, Merger Sub, or 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 therefortherefore; (ii) any except as provided in clause “(i)” above, all Company Ordinary Shares held by Parent, Merger Sub Parent or any other direct of its Affiliates (collectively, the “Excluded Ordinary Shares”) and all Company Founder Shares held by Parent or indirect wholly-owned Subsidiary any of Parent immediately prior to the Effective Time its Affiliates shall not be canceled or surrendered in the Merger and shall cease continue to exist, and no consideration shall be delivered in exchange thereforremain outstanding; (iii) except as provided in clauses “(i)” and “(ii)” above, and subject to Section 1.5(b1.6(b), each Company Ordinary Share issued and 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 converted automatically into the right to receive US$21 39.50 in cash, without any interest thereon (the “Merger Consideration”); (iv) all Company Options shall be treated in accordance with Section 5.5 4.5 hereof; and (v) each ordinary share, par value NIS 0.01 per share, of Merger Sub issued and 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 exchange for such Company Ordinary Shares will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition and need not be paid until such time as such repurchase option, risk of forfeiture or other conditions lapses or otherwise terminates. Prior to the Effective Time, the Company shall use commercially reasonable efforts to ensure that, from and after the Effective Time, Parent is and Alkaloida are each entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other Contract.