Effect on Wejo Share Capital Sample Clauses

Effect on Wejo Share Capital. Subject to the terms and conditions of this Agreement, at the Wejo Effective Time, by virtue of the Wejo Merger and without any action on the part of Holdco, Merger Sub 2, Wejo or the holders of Wejo Securities:
Sample 1
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Effect on Wejo Share Capital. Subject to the terms and conditions of this Agreement, at the Wejo Effective Time, by virtue of the Wejo Merger and without any action on the part of Holdco, Merger Sub 2, Wejo or the holders of Wejo Securities: (a) Wejo Common Shares. (i) Each Wejo Common Share issued and outstanding immediately prior to the Wejo Effective Time (other than Wejo Excluded Shares and Wejo Dissenting Shares) shall be automatically converted into and represent the right to receive one validly issued, fully paid and non-assessable Holdco Common Share (such number of Holdco Common Shares, the “Wejo Merger Consideration”). (ii) At the Wejo Effective Time, each Wejo Excluded Share issued and outstanding immediately prior to the Wejo Effective Time shall be cancelled and no Wejo Merger Consideration shall be paid or payable with respect thereto. (iii) At the Wejo Effective Time, each Wejo Dissenting Share issued and outstanding immediately prior to the Wejo Effective Time shall be cancelled and each holder of such Wejo Dissenting Shares shall thereafter cease to have any rights with respect to such securities except the rights granted by section 106 of the Bermuda Companies Act to Dissenting Wejo Shareholders, subject to Section 2.5. (iv) As of the Wejo Effective Time, (a) all Wejo Common Shares (other than Wejo Excluded Shares and Wejo Dissenting Shares), pursuant to this Section 2.2(a), shall be deemed transferred under Bermuda Law to Holdco, and each holder of a Wejo Common Share (other than Wejo Excluded Shares and Wejo Dissenting Shares) shall cease to have any rights with respect thereto, except the right to receive the applicable Wejo Merger Consideration upon surrender of such Wejo Common Shares in accordance with Section 2.3 and (b) the register of members of Wejo shall be closed with respect to all Wejo Common Shares outstanding and no further transfer of any such Wejo Common Shares shall be recorded on the register of members of Wejo after the Wejo Effective Time. In the event that a holder of Wejo Common Shares converted pursuant to the Wejo Merger shall be entitled to receive a fraction of a Holdco Common Share (after aggregating all shares represented by the Wejo Common Shares) then the number of Holdco Common Shares issuable to such holder shall be rounded up or down to the nearest whole Holdco Common Share (with .5 being rounded up). Notwithstanding any other provision of this Agreement, the Wejo Merger Consideration shall not include any cash consideration. (b) Con...
Sample 1

Related to Effect on Wejo Share Capital

  • Effect on Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the Stockholders:

  • Effect on Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Sub:

  • Share Capital The authorized share capital of the Company conforms as to legal matters to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

  • Share Capitalizations If after the date hereof, and subject to the provisions of Section 6.6 below, the number of outstanding Ordinary Shares is increased by share capitalization payable in Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding Ordinary Shares.

  • Effect on Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

  • Effect on Shares 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 securities of the Company, Parent or Merger Sub:

  • Dividends; Changes in Share Capital The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

  • Valid Issuance of Share Capital The total number of all classes of share capital which the Company has authority to issue is 50,000,000 Ordinary Shares. As of the date hereof, the Company has issued 2,875,000 ordinary shares (of which up to 375,000 ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

  • No Fractional Shares of Parent Common Stock (a) No certificates or scrip of shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock.

  • Share capital and ownership The Borrower has an authorised share capital divided into 205,000,000 shares of $0.01 each divided into 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. The Borrower is the indirect and ultimate owner of all of the issued share capital of each Owner.

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