Effects on Securities. (a) On the terms and subject to the conditions set forth herein and in the Plan of Domestication, at the Domestication Effective Time, by virtue of the Delaware Domestication and without any further action on the part of any Party or any other Person, the following shall occur:
(i) (A) each then issued and outstanding share of Acquiror Class A Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Acquiror Class A Common Stock, and (B) the transfer books of Acquiror shall record such conversion; provided, however, that each holder of shares of Acquiror Class A Ordinary Share that has validly elected to redeem their shares in connection with the Acquiror Shareholder Redemption shall be entitled to receive only cash in an amount equal to the redemption price provided for in the Trust Agreement and the Acquiror Articles of Association;
(ii) (A) each then issued and outstanding share of Acquiror Class B Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Acquiror Class A Common Stock, (B) the transfer books of Acquiror shall record such conversion and (C) all rights in respect of all Acquiror Class B Ordinary Shares shall cease to exist, other than the right to receive the Acquiror Class A Common Stock in accordance with this Section II.7(a)(ii);
(iii) each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and
(iv) each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.
(b) Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Delaware Domestication will occur immediately prior to the Mergers for Tax and all other purposes.
(c) On the terms and subject to the conditions set forth herein, at the Acquisition Effective Time, by virtue of the Acquisition Merger and without any further action on the part of any Party or any other Person (other than the Dissenting Stockholders), the following shall occur:
(i) All of the Company Stock issued and outstanding immediately prior to the Acquisition Effective Time (other than Acquisition Excluded Shares and the Dissenting Shares) will be automatically cancelled and extinguished and collectively converted into the right to receive (i) the Closing Share Consideration pursuant to Section II.8(c) and (ii) assuming the achievement of certain performance metrics d...
Effects on Securities. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Mergers and without any action on the part of any Party other than as set forth herein, the following shall occur:
Effects on Securities. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Mergers and without any action on the part of any Party other than as set forth herein, the following shall occur:
(a) Celerit Common Stock.
