Share Capital of Company. As of the Closing, after giving effect to the Transactions, the authorized share capital of the Company shall be $24,530,000 divided into 122,650,000 Shares, and the outstanding issued share capital of the Company shall consist of 109,485,548 Shares and (i) there are no other outstanding Shares or other securities of the Company, (ii) except for the Warrants and the TH Option, no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or otherwise acquire, directly or indirectly, any Shares or other securities of the Company is authorized or outstanding, (iii) except for the Participation Warrant Agreement, there is no commitment or offer of the Company to issue any such subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any Shares or other securities any evidences of indebtedness or assets of the Company, and (iv) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire, directly or indirectly, any Shares or other securities or any interest therein or to pay any dividend or make any other distribution in respect thereof.
Share Capital of Company. At the Effective Time, on the terms and subject to the conditions set forth herein and in the Plan of Merger, by virtue of the Merger and without any action on the part of the Purchaser, the Merger Sub, the Company or the holders of any securities of the Company or Merger Sub, each Company Share issued and outstanding immediately prior to the Effective Time, shall be cancelled and automatically converted into the right to receive, without interest, the Per Share Merger Consideration. For avoidance of any doubt, each Company Share to be converted into the right to receive the Per Share Merger Consideration as provided in this Section 3.2(b) shall be automatically cancelled and shall cease to exist, and each Company Shareholder holding such Company Shares will cease to have any rights with respect to such Company Shares, except the right to receive the Per Share Merger Consideration.
Share Capital of Company. At the Effective Time, on the terms and subject to the conditions set forth herein and in the Plan of Merger, by virtue of the Merger and without any action on the part of the Purchaser, the Merger Sub, the Company or the holders of any securities of the Company or Merger Sub, each Company Share issued and outstanding immediately prior to the Effective Time, shall be cancelled in exchanged for the right to receive, without interest, the Per Share Merger Consideration. For avoidance of any doubt, each Company Share to be cancelled in exchange for the right to receive the Per Share Merger Consideration as provided in this Section 3.2(b) shall be automatically cancelled and shall cease to exist, and from and after the Effective Time, each Company Shareholder holding such Company Shares will cease to have any rights with respect to such Company Shares, except the right to receive the Per Share Merger Consideration, without interest in accordance with this Section 3.2(b), and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been declared by the Company and which remain unpaid at the Effective Time.
Share Capital of Company. At the Effective Time, on the terms and subject to the conditions set forth herein and in the Plan of Merger, by virtue of the Merger and without any action on the part of the Purchaser, the Merger Sub, the Company or the holders of any securities of the Company or Merger Sub, each Company Share issued and outstanding immediately prior to the Effective Time, shall be cancelled and exchanged for the right to receive, without interest, the pro rata portion of the Consideration Shares as set forth in the Allocation Statement with respect to such holder of Company Shares. For avoidance of any doubt, each Company Share to be cancelled in exchange for the right to receive Consideration Shares as provided in this Section 3.2(b) shall be automatically cancelled and shall cease to exist, and from and after the Effective Time, each Company Shareholder holding such Company Shares will cease to have any rights with respect to such Company Shares, except for the right to receive Consideration Shares, without interest in accordance with this Section 3.2(b), and the right to receive any dividends or other distributions with a record date prior to the Effective Time which may have been declared by the Company and which remain unpaid at the Effective Time.
