Examples of Navitas Ireland Shares in a sentence
No certificates or scrip or shares representing fractional shares of LOKB Class A Common Stock shall be issued upon the exchange of Navitas Delaware Shares or Navitas Ireland Shares and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of LOKB or a holder of shares of LOKB Class A Common Stock.
Notwithstanding anything to the contrary set forth in this Agreement, the Lock-Up Party set forth on Schedule 2.2 hereto (the “Carve-Out Party”) shall be permitted to Transfer without restriction under this Agreement the number of shares of LOKB Common Stock issued to the Carve-Out Party with respect to an aggregate of 256,487 Navitas Ireland Shares and 256,487 Navitas Delaware Shares pursuant to the Business Combination Agreement.
If the Tender Offer is terminated or withdrawn by LOKB or if this Agreement is validly terminated in accordance with Section 10.01 prior to the Acceptance Time, LOKB shall promptly return (and in any event within one (1) Business Day), and shall cause any depository acting on behalf of LOKB to return, all share certificates with respect to tendered Navitas Ireland Shares to the record holders thereof in accordance with applicable Law.
Each Shareholder agrees, at the request of LOKB, to surrender or cause to be surrendered any certificate or certificates representing any of the Covered Navitas Delaware Shares or Covered Navitas Ireland Shares for imposition thereon of a legend referencing the restrictions contained in this Agreement.
Except as otherwise provided in this Agreement, all rights, ownership and economic benefits of and relating to the Covered Navitas Delaware Shares and Covered Navitas Ireland Shares shall remain vested in and belong to the Shareholders, and LOKB shall have no authority to direct the Shareholders in the voting or disposition of any of the Covered Navitas Delaware Shares or Covered Navitas Ireland Shares.
Prior to the effectiveness of the Registration Statement, the Company shall deliver to LOKB a valuation analysis from DLA Piper LLP (US) (the “Valuation Analysis”) that, reasonably and in good faith, allocates the value of the Company Shares as between the Navitas Ireland Shares and the Navitas Delaware Shares and a reliance letter entitling LOKB to rely on such Valuation Analysis.
In lieu of any fractional share of LOKB Class A Common Stock to which any holder of Navitas Delaware Shares or Navitas Ireland Shares would otherwise be entitled, the number of shares to which such holder would otherwise be entitled shall be rounded down to the nearest whole share of LOKB Class A Common Stock.
The Navitas Delaware Shares and the Navitas Ireland Shares set forth opposite such Shareholder’s name on Exhibit A constitute all of the Navitas Delaware Shares and the Navitas Ireland Shares Beneficially Owned or owned of record by such Shareholder as of the date hereof.
Such Shareholder has full power and authority to tender, sell, assign and Transfer the Covered Navitas Delaware Shares and the Covered Navitas Ireland Shares and, when the Covered Navitas Ireland Shares are accepted for payment pursuant to the Tender Offer by LOKB, LOKB will acquire good, marketable and unencumbered title thereto, free and clear of all Liens.
The applicable Per Share Tender Offer Consideration shall be issued to the applicable holders of Navitas Ireland Shares upon the terms and subject to the conditions of the Tender Offer.