Common use of Share Reissuance Clause in Contracts

Share Reissuance. (a) No later than ten (10) Business Days prior to the Acquisition Effective Time, the Company shall deliver to PubCo and Sponsor for approval by Sponsor (acting reasonably) the draft Former Hyphen Equity Holders Schedule; provided that the aggregate Pro Rata Portion with respect to all Former Hyphen Equity Holders set forth therein shall not exceed 100%. Sponsor and the Company shall discuss the draft Former Hyphen Equity Holders Schedule in good faith, and the version of such schedule agreed by the Company and Sponsor in writing (each acting reasonably) shall be the Former Hyphen Equity Holders Schedule for all purposes under this Agreement. Promptly and in any event within ten (10) Business Days following the Share Forfeiture under Section 6.2, PubCo shall issue and allot to each Former Hyphen Equity Holder a number of PubCo Class A Ordinary Shares equal to the product of (i) the aggregate number of Forfeiture Shares (subject to an equitable adjustment to reflect the effect of any share subdivisions, share consolidations, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change) multiplied by (ii) the Pro Rata Portion of such Former Hyphen Equity Holder, with fractions calculated on an aggregate basis for each Former Hyphen Equity Holder and then rounded down to the nearest whole share. (b) PubCo shall following final determination of the Former Hyphen Equity Holders Schedule by the Company and Sponsor pursuant to Section 6.3(a) issue the PubCo Class A Ordinary Shares to be issued under Section 6.3(a) on a fully paid basis by crediting such shares to the same account of each Former Hyphen Equity Holder as the PubCo Class A Ordinary Shares and/or Assumed Options, if any, were credited at the Acquisition Closing, unless PubCo has been notified in writing to PubCo’s reasonable satisfaction by such Former Hyphen Equity Holder of an alternative account to which to credit such shares. To the extent no such account was open or no such account remains open and operational and no such alternative account has been so notified to PubCo, PubCo shall hold such PubCo Class A Ordinary Shares pending such Former Hyphen Equity Holder providing sufficient account information to enable such PubCo Class A Ordinary Shares to be so credited, in each case subject to applicable abandoned property, escheat and similar Laws. If any such PubCo Class A Ordinary Shares shall not have been transferred to the relevant Former Hyphen Equity Holder immediately prior to such date on which any shares transferrable pursuant to this Article VI would otherwise escheat to or become the property of any Governmental Authority, any such shares shall, to the extent permitted by applicable Law, become the property of PubCo, free and clear of all claims or interest of any Person previously entitled thereto.

Appears in 4 contracts

Samples: Sponsor Support Agreement (MoneyHero LTD), Sponsor Support Agreement (MoneyHero LTD), Sponsor Support Agreement (Bridgetown Holdings LTD)

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