Contribution and Issuance. (a) The approvals and authorizations required from the relevant corporate bodies of Holdco under the articles of association and statutory law in respect of the Contributions and the issuances of the Issued Shares shall be obtained by Holdco before the Exchange Effective Time, including the Holdco Shareholder Approval (as defined in the BCA), a resolution of the board of directors of Holdco for the description of the Contributions and an audit statement concerning the value of the Contributions, all in accordance with article 2:94b of the Dutch Civil Code (Burgelijk Wetboek) (the “DCC”); (b) Upon the terms and subject to the conditions set forth in the BCA (including Article IX thereof) and in accordance with the provisions of Section 2:94b of the DCC, at the Exchange Effective Time, the Contributions shall be contributed to Holdco; (c) The Contributions shall be contributed in full and complete satisfaction of the issuance to the Company Shareholders of the Issued Shares by Holdco; (d) Each Company Shareholder and Holdco shall enter into a private deed of issue governed by the laws of the Netherlands for the issuance of such number of Issued Shares to the respective Company Shareholder, in a form and substance reasonably satisfactory to Kensington (the “Dutch Deed of Issue”); (e) The Issued Shares shall be issued by Holdco to the Company Shareholders in the numbers, proportions and classes as set forth on the Exchange Schedule and the Company Shareholders shall accept such issuance; (f) The Issued Shares shall be issued to the Company Shareholders as fully-paid shares; (g) Holdco shall register the applicable Issued Shares in the name of the applicable Company Shareholder in Holdco’s shareholders’ register as at the date of issue; (h) Pursuant to sections 104 and 106 of the Spanish Corporations Act, on the Closing Date effective as of the Exchange Effective Time, (i) the Company and all Company Shareholders shall grant a public deed before a Spanish Public Notary confirming and ratifying the transfer of the Contributed Shares to HoldCo under the Exchanges by raising to public document status the Dutch Deed of Issue, (ii) the Company shall grant a public deed declaring the sole shareholder status, and (iii) the Company shall record the transfer of the Company Ordinary Shares in the Shareholders Registry Book (“Libro Registro de Socios”); and (i) Each Company Shareholder, prior to the Business Day immediately preceding the Closing Date, shall grant before a Spanish Notary Public a power of attorney in favor of Mr. Enric ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (in accordance with the template attached hereto as Annex B, which shall include for the avoidance of doubt the authority required to carry out the actions set out in Section 6(a) below), so he shall grant, execute and sign the public deed of transfer of Company Ordinary Shares and execute and sign all necessary public or private documents and carry out all necessary actions to implement the transfer of the Company Ordinary Shares, including any statutory requisite sole shareholder status declaration and UBO notarial deed (such actions collectively, “Transfer Actions”).
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Contribution and Issuance. (a) The approvals and authorizations required from the relevant corporate bodies of Holdco under the articles of association and statutory law in respect of the Contributions and the issuances of the Issued Shares shall be obtained by Holdco before the Exchange Effective Time, including the Holdco Shareholder Approval (as defined in the BCA), a resolution of the board of directors of Holdco for the description of the Contributions and an audit statement concerning the value of the Contributions, all in accordance with article 2:94b of the Dutch Civil Code (Burgelijk Wetboek) (the “DCC”);
(b) Upon the terms and subject to the conditions set forth in the BCA (including Article IX thereof) and in accordance with the provisions of Section 2:94b of the DCC, at the Exchange Effective Time, the Contributions shall be contributed to Holdco;
(c) The Contributions shall be contributed in full and complete satisfaction of the issuance to the Company Shareholders of the Issued Shares by Holdco;
(d) Each Company Shareholder and Holdco shall enter into a private deed of issue governed by the laws of the Netherlands for the issuance of such number of Issued Shares to the respective Company Shareholder, in a form and substance reasonably satisfactory to Kensington (the “Dutch Deed of Issue”);
(e) The Issued Shares shall be issued by Holdco to the Company Shareholders in the numbers, proportions and classes as set forth on the Exchange Schedule and the Company Shareholders shall accept such issuance;
(f) The Issued Shares shall be issued to the Company Shareholders as fully-paid shares;
(g) Holdco shall register the applicable Issued Shares in the name of the applicable Company Shareholder in Holdco’s shareholders’ register as at the date of issue;
(h) Pursuant to sections 104 and 106 of the Spanish Corporations Act, on the Closing Date effective as of the Exchange Effective Time, (i) the Company and all Company Shareholders shall grant a public deed before a Spanish Public Notary confirming and ratifying the transfer of the Contributed Shares to HoldCo under the Exchanges by raising to public document status the Dutch Deed of Issue, (ii) the Company shall grant a public deed declaring the sole shareholder status, and (iii) the Company shall record the transfer of the Company Ordinary Shares in the Shareholders Registry Book (“Libro Registro de Socios”); and
(i) Each Company Shareholder, prior to the Business Day immediately preceding the Closing Date, shall grant before a Spanish Notary Public a power of attorney in favor of Mr. Enric ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (in accordance with the template attached hereto as Annex B, which shall include for the avoidance of doubt the authority required to carry out the actions set out in Section 6(a) below), so he shall grant, execute and sign the public deed of transfer of Company Ordinary Shares and execute and sign all necessary public or private documents and carry out all necessary actions to implement the transfer of the Company Ordinary Shares, including any statutory requisite sole shareholder status declaration and UBO notarial deed (such actions collectively, “Transfer Actions”).
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Sources: Contribution and Exchange Agreement (Kensington Capital Acquisition Corp. II)