Reverse Share Split. The Company took all necessary corporate action to effectuate a reverse share split of its Common Shares on the basis of one (1) such share for each seventy (70) issued and outstanding shares thereof (the “Reverse Share Split”), such Reverse Share Split was effective on October 28, 2022.
Reverse Share Split. The Purchaser shall have obtained a special resolution of the Purchaser approving the reverse share split for the Purchaser Shares which shall effect the proportional consolidation of the Purchaser Shares into a lower number of Purchaser Shares (the “Reverse Share Split”) if the Reverse Share Split is necessary before the Closing in order to comply with the NASDAQ listing requirement on the minimum share price.
Reverse Share Split. (i) At the 2018 Reverse Share Split Time, a one-for-3.25 reverse split of the Company’s Common Shares shall become effective, pursuant to which each 3.25 Common Shares outstanding and held of record by a Member of the Company immediately prior to the 2018 Reverse Share Split Time shall be reclassified and combined into one Common Share automatically and without any action by any Member upon the 2018 Reverse Share Split Time and shall represent one Common Share from and after the 2018 Reverse Share Split Time.
(ii) At the 2018 Reverse Share Split Time, a one-for-3.25 reverse split of the Company’s Incentive Shares shall become effective, pursuant to which each 3.25 Incentive Shares outstanding and held of record by an Incentive Member of the Company immediately prior to the 2018 Reverse Share Split Time shall be reclassified and combined into one Incentive Share automatically and without any action by any Incentive Member upon the 2018 Reverse Share Split Time and shall represent one Incentive Share from and after the 2018 Reverse Share Split Time. The vesting schedule and other restrictions applicable to Incentive Shares issued pursuant to Award Agreements prior to the 2018 Reverse Share Split Time shall continue to apply to Incentive Shares following the 2018 Reverse Share Split Time.
(iii) No fractional Shares shall be issued as a result of the 2018 Reverse Share Split and in lieu thereof, any Member who would otherwise be entitled to a fractional Share as a result of the 2018 Reverse Share Split, following the 2018 Reverse Share Split Time, shall be entitled to receive a cash payment equal to the fraction of a Share to which such Member would otherwise be entitled multiplied by the fair value per Share immediately prior to the 2018 Reverse Share Split as determined by the Board.
2. Except as amended hereby, the Current Operating Agreement remains in full force and effect without modification.
3. This Amendment is governed by and shall be construed in accordance with the law of the State of Delaware, exclusive of its conflict-of-laws principles.
4. This Amendment may be executed in any number of counterparts with the same effect as if all parties had signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. This Amendment may be executed by facsimile or other electronic signatures.
Reverse Share Split. The Reverse Share Split became effective on November 2, 2022.
Reverse Share Split. (i) At the Reverse Share Split Time, a one-for-5.0994 reverse split of the Company’s Common Shares shall become effective, pursuant to which each 5.0994 Common Shares outstanding and held of record by a Member of the Company immediately prior to the Reverse Share Split Time shall be reclassified and combined into one Common Share automatically and without any action by any Member upon the Reverse Share Split Time and shall represent one Common Share from and after the Reverse Share Split Time.
(ii) At the Reverse Share Split Time, a one-for-5.0994 reverse split of the Company’s Incentive Shares shall become effective, pursuant to which each 5.0994 Incentive Shares outstanding and held of record by an Incentive Member of the Company immediately prior to the Reverse Share Split Time shall be reclassified and combined into one Incentive Share automatically and without any action by any Incentive Member upon the Reverse Share Split Time and shall represent one Incentive Share from and after the Reverse Share Split Time. The vesting schedule and other restrictions applicable to Incentive Shares issued pursuant to Restricted Share Agreements prior to the Reverse Share Split Time shall continue to apply to Incentive Shares following the Reverse Share Split Time.
(iii) No fractional Common Shares shall be issued as a result of the Reverse Share Split and, in lieu thereof, any Member who would otherwise be entitled to a fractional Common Share as a result of the Reverse Share Split, following the Reverse Share Split Time, shall be entitled to receive a cash payment equal to the fraction of a Common Share to which such Member would otherwise be entitled multiplied by the fair value per Common Share immediately prior to the Reverse Share Split as determined by the Board.
(iv) No fractional Incentive Shares shall be issued as a result of the Reverse Share Split.
b. Article I is hereby amended by deleting the definition of “Qualified IPO” in its entirety and inserting the following in lieu thereof:
Reverse Share Split. At any time prior to the Company's initial public offering, if the Company would be or will be required to be registered pursuant to Section 12 of the Securities Exchange Act as a result of the warrants being issued in the Reorganization to the shareholders of BQX Ltd., each holder of the Investor Shares will vote (at a shareholders' meeting which has been duly called or, if so requested by any 10% Investor, by written consent) all of his, her or its Investor Shares (and any other voting securities of the Company over which such Investor has voting control) for, consent to and take all necessary and desirable actions to consummate and will not dissent from, object to or otherwise impede any reverse share split of the Company's securities which is approved by the Board and immediate redemption for cash of fractional shares, so long as (i) following such reverse share split the Company would not be subject to the registration requirements of Section 12 of the Securities Exchange Act, (ii) payment for each fractional share shall be in an amount equal to the fair market value thereof as determined by the Board in its good faith judgment, (iii) no Investor Shares are redeemed for cash in such reverse share split, and (iv) the aggregate cash purchase price paid by the Company in redemption of such fractional shares shall not exceed $500,000.
Reverse Share Split. Prior to the Closing, the Company shall have taken all necessary corporate action to effectuate, and shall effectuate immediately prior to the Effective Time, a reverse share split of the Company Class A Ordinary Shares and Company Class B Ordinary Shares, such that, immediately thereafter, the Company will have Forty-Five Million (45,000,000) Company Ordinary Shares, comprising 39,417,078 Company Class A Ordinary Shares and 5,582,922 Company Class B Ordinary Shares (the “Outstanding Shares”), issued and outstanding, less the number of shares reserved for issuance upon exercise of the Company Warrants, as set forth on Part 2 of Schedule B (as adjusted for the Reverse Share Split, as set forth on Part 3 of Schedule B), as the same may be amended by the Company no later than one (1) Business Day prior to the Closing solely to reflect the exercise of the Company Warrants pursuant to the Warrant Agreements (the “Reverse Share Split”), with the ratio of such Reverse Share Split based on a valuation of the Company of Four Hundred Fifty Million U.S. Dollars ($450,000,000).
Reverse Share Split. The Reverse Share Split shall be effective as of [•] , 2023.
Reverse Share Split. Subsequent to the effectiveness of the Revised Forward Split and Prior to the Domestication, each outstanding Parent Ordinary Share existing as of October 14, 2024 shall be subject to a Reverse Split of one to four. As a result, the total outstanding Parent Ordinary Shares outstanding after giving effect to the Revised Forward Split and the Reverse Split, and immediately prior to the Domestication, shall be decreased from 189,265,804 to 47,316,451.
Reverse Share Split. The Reverse Share Split has been duly authorized, and the Common Shares issued in the Reverse Share Split have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in accordance with all applicable securities laws, and none of such Common Shares was issued in violation of any preemptive rights, resale rights, rights of first offer or refusal or other similar rights. Completion of the Reverse Share Split did not result in any violation of (i) the provisions of the amended and restated declaration of trust or bylaws or other organizational document, as applicable, of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect.
