Effect on Outstanding Securities. Upon the terms and subject to the conditions of this Agreement: (a) The Company Shares and Company Rights comprising each issued and outstanding Company Unit immediately prior to the Effective Time shall be automatically separated (the “Unit Separation”) whereupon each then holder of a Company Unit shall be deemed to hold one (1) Company Share and one Company Right and the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares or Company Rights. At the Effective Time, by virtue of the Merger and without any action of the part of the Company, Merger Sub or any other Person, the Company Shares and Company Rights held following the Unit Separation and immediately prior to the Effective Time shall be automatically cancelled and extinguished in accordance with the applicable terms of this Section 1.02. From and after the Effective Time, the holders of Company Shares or Company Rights immediately prior to the Effective Time shall cease to have any rights with respect thereto except as otherwise provided in this Agreement or by Law. (b) At the Effective Time, by virtue of the Merger and without any action of the part of the Company, Merger Sub or any other Person, each Company Share issued and outstanding immediately prior to the Effective Time (which excludes, in each case, Excluded Shares and Dissenting Shares, if any) shall be automatically cancelled, extinguished and exchanged for the right to receive, immediately upon the consummation of the Merger, the Per Share Merger Consideration. In furtherance of the foregoing, PubCo shall take the actions set forth in Section 1.07 of this Agreement. (c) Each Company Share, if any, held immediately prior to the Effective Time by the Company or PubCo, if any (collectively, the “Excluded Shares”) shall be then automatically canceled and no exchange or payment shall be made therefor or with respect thereto. (d) At the Effective Time, by virtue of the Merger and without any action of the part of the Company, Merger Sub or any other Person, each Company Right outstanding immediately prior to the Effective Time shall automatically be cancelled, extinguished and exchanged for the right (the “Substitute Right”) to receive, immediately upon the consummation of the Merger, PubCo Class A Ordinary Shares in an amount equal to (in each case, as rounded down to the nearest whole number) the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Company Shares that the holder of the cancelled Company Right would have been entitled to receive from the Company assuming satisfaction of the terms and conditions of such Company Right. Upon consummation of the Merger, such Substitute Rights shall, without any further action on the part of the Company, Merger Sub or any other Person, automatically convert into such number of PubCo Class A Ordinary Shares as determined in accordance with this Section 1.02(d). PubCo shall take all corporate action necessary to reserve for issuance a sufficient number of PubCo Class A Ordinary Shares for delivery upon the consummation of the Merger to all holders thereof in accordance with this Section 1.02(d) and shall use reasonable best efforts to cause such PubCo Class A Ordinary Shares to be issued in book-entry form. (e) At the Effective Time, each ordinary share of the Merger Sub that is issued and outstanding immediately prior to the Effective Time (the “Merger Sub Share(s)”) shall remain issued and outstanding and owned by PubCo. Such Merger Sub Share(s) shall constitute the only issued and outstanding share capital of the Surviving Company with the rights, powers and privileges given to such share owned by the Governing Documents of the Surviving Company and the Cayman Companies Act, and shall constitute the only issued and outstanding share(s) of the Surviving Company immediately following the Effective Time. Immediately following the Effective Time, PubCo shall be the sole and exclusive owner of all share(s) of the Surviving Company and the register of members of the Surviving Company at the Effective Time shall reflect the foregoing.
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Effect on Outstanding Securities. Upon the terms and subject to the conditions of this Agreement:
(a) The Company Shares and Company Rights comprising each issued and outstanding Company Unit immediately prior to the Effective Time shall be automatically separated (the “Unit Separation”) whereupon each then holder of a Company Unit shall be deemed to hold one (1) Company Share and one Company Right and the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Shares or Company Rights. At the Effective Time, by virtue of the Merger and without any action of the part of the Company, Merger Sub or any other Person, the Company Shares and Company Rights held following the Unit Separation and immediately prior to the Effective Time shall be automatically cancelled and extinguished in accordance with the applicable terms of this Section 1.02. From and after the Effective Time, the holders of Company Shares or Company Rights Shares immediately prior to the Effective Time shall cease to have any rights with respect thereto except as otherwise provided in this Agreement or by Law.
(b) At the Effective Time, by virtue of the Merger and without any action of the part of the Company, Merger Sub or any other Person, each Company Share issued and outstanding immediately prior to the Effective Time (which excludes, in each case, Excluded Shares and Dissenting Shares, if any) shall be automatically cancelled, extinguished and exchanged for the right to receive, immediately upon the consummation of the Merger, the Per Share Merger Consideration. , In furtherance of the foregoing, PubCo Parent shall take the actions set forth in Section 1.07 of this Agreement.
(c) Each Company Share, if any, held immediately prior to the Effective Time by the Company or PubCoParent, if any (collectively, the “Excluded Shares”) shall be then automatically canceled and no exchange or payment shall be made therefor or with respect thereto.
(d) At the Effective Time, by virtue of the Merger and without any action of the part of the Company, Merger Sub or any other Person, each Company Right outstanding immediately prior to the Effective Time shall automatically be cancelled, extinguished and exchanged for the right (the “Substitute Right”) to receive, immediately upon the consummation of the Merger, PubCo Class A Parent Ordinary Shares payable in Parent ADSs in an amount equal to (in each case, as rounded down to the nearest whole number) the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of Company Shares that the holder of the cancelled Company Right would have been entitled to receive from the Company assuming satisfaction of the terms and conditions of such Company Right, multiplied by (C) the ADS Exchange Rate. Upon consummation of the Merger, such Substitute Rights shall, without any further action on the part of the Company, Merger Sub or any other Person, automatically convert into such number of PubCo Class A Parent Ordinary Shares payable in Parent ADSs as determined in accordance with this Section 1.02(d). PubCo Parent shall take all corporate action necessary to reserve for issuance a sufficient number of PubCo Class A Parent Ordinary Shares for delivery of Parent ADSs upon the consummation of the Merger to all holders thereof in accordance with this Section 1.02(d) and shall use reasonable best efforts to cause such PubCo Class A Parent Ordinary Shares to be issued in book-entry form.
(e) At the Effective Time, each ordinary share of the Merger Sub that is issued and outstanding immediately prior to the Effective Time (the “Merger Sub Share(s)”) shall remain issued and outstanding and owned by PubCoParent. Such Merger Sub Share(s) shall constitute the only issued and outstanding share capital of the Surviving Company with the rights, powers and privileges given to such share owned by the Governing Documents of the Surviving Company and the Cayman Companies Act, and shall constitute the only issued and outstanding share(s) of the Surviving Company immediately following the Effective Time. Immediately following the Effective Time, PubCo Parent shall be the sole and exclusive owner of all share(s) of the Surviving Company and the register of members of the Surviving Company at the Effective Time shall reflect the foregoing.
(f) The ADS Exchange Rate shall be adjusted to reflect appropriately the effect of any subdivision of shares, share consolidation, stock split, split-up, reverse stock split, share/stock dividend or share/stock distribution (including any dividend or distribution of securities convertible into Parent Ordinary Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Ordinary Shares occurring on or after the date hereof and prior to the Closing.
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