Common use of Terms and Conditions of the Merger Clause in Contracts

Terms and Conditions of the Merger. (a) The terms and conditions of the Merger, including the manner and basis of converting shares in each Constituent Company into shares in the Surviving Company or other property as provided in Section 233(5) of the Companies Act, including into TopCo Ordinary Shares, are set out in the Business Combination Agreement. (b) TopCo undertakes and agrees (it being acknowledged that TopCo will be the sole shareholder of the Surviving Company following the effectiveness of the Merger) in consideration of the Merger to issue the Merger Claims (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement. (c) At the Effective Time, the rights and restrictions attaching to the shares in the Surviving Company shall be as set out in the Existing M&A.

Terms and Conditions of the Merger. (a) The terms and conditions of the Merger, including the manner and basis of converting shares in each Constituent Company into shares in the Surviving Company or other property as provided in Section 233(5) of the Companies Act, including into TopCo Holdings Ordinary Shares, are set out in the Business Combination Agreement. (b) TopCo Holdings undertakes and agrees (it being acknowledged that TopCo Holdings will be the sole shareholder of the Surviving Company following the effectiveness of after the Merger) in consideration of the Merger to issue the Per Share Merger Claims Consideration (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement. (c) At the Effective Time, the rights and restrictions attaching to the shares in the Surviving Company shall be as set out in the Existing M&A.

Terms and Conditions of the Merger. (a) The terms and conditions of the Merger, including the manner and basis of converting shares in each Constituent Company into shares in the Surviving Company or other property as provided in Section 233(5) of the Companies Act, including into TopCo Ordinary Shares, are set out in the Business Combination Agreement. (b) TopCo undertakes and agrees (it being acknowledged that TopCo will be the sole shareholder of the Surviving Company following the effectiveness of after the Merger) in consideration of the Merger to issue the Merger Claims Consideration (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement. (c) At the Effective Time, the rights and restrictions attaching to the shares in the Surviving Company shall be as set out in the Existing M&A.