Common use of Effect on Securities Clause in Contracts

Effect on Securities. Subject to the provisions of this Agreement: (a) immediately prior to the Company Preferred Stock Conversion and prior to the Effective Time, each Company Convertible Note that is issued and outstanding immediately prior to such time shall automatically convert into several shares of Company Common Stock in accordance with the terms of such Company Convertible Note (collectively, the “Company Convertible Note Conversion”). Each Company Convertible Note converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of a Company Convertible Note shall thereafter cease to have any rights with respect to such securities; (b) immediately prior to the Effective Time, each share of Company Preferred Stock that is issued and outstanding immediately prior to such time shall automatically convert into a number of shares of Company Common Stock in accordance with the Company Certificate of Incorporation (collectively, the “Company Preferred Stock Conversion”). All of the shares of Company Preferred Stock converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities; (c) at the Effective Time (and, for the avoidance of doubt, following the Company Convertible Note Conversion and the Company Preferred Stock Conversion), by virtue of the Merger and without any action on the part of any Company Stockholder, subject to and in consideration of the terms and conditions set forth herein (including without limitation delivery of the release contemplated by Section 3.04(a)(ii)), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares), shall be converted into the right to receive the applicable Per Share Merger Consideration and the Earnout Shares. All of the shares of Company Common Stock converted into the right to receive consideration as described in this Section 3.01(c) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.01(c) into which such share of Company Common Stock shall have been converted into in the Merger. (d) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Company and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Company as of immediately following the Effective Time; and (e) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Capital Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled and no payment or distribution shall be made with respect thereto.

Effect on Securities. Subject to the provisions of this Agreement: (a) immediately prior to Post-Closing Parent Capitalization. Immediately following the Company Preferred Stock Conversion and prior to the Effective Time, each Company Convertible Note that is issued and outstanding immediately prior to such time shall automatically convert into several shares of Company Common Stock in accordance with the terms of such Company Convertible Note (collectivelyClosing, the “Company Convertible Note Conversion”). Each Company Convertible Note converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of a Company Convertible Note shall thereafter cease to have any rights with respect to such securities; (b) immediately prior to the Effective Time, each share of Company Preferred Stock that is issued and outstanding immediately prior to such time shall automatically convert into a number of shares of Company Parent Common Stock in accordance with the Company Certificate of Incorporation outstanding (collectively, on a fully diluted as converted basis) shall be as set forth on Schedule 1.5(a) hereto (the “Company Preferred Stock ConversionPost Closing Cap Table”). All Neither Parent nor Company shall (x) issue or permit or cause any shares of Parent Common Stock or Company Stock, respectively (or any securities convertible into Parent Common Stock or Company Stock, respectively), to be issued on or after the date hereof and on or prior to Closing (except as contemplated by this Agreement or under the terms of warrants, options or other convertible securities outstanding as of the date of this Agreement and set forth in the disclosure schedules of each party as part of this Agreement, provided, that, Parent shall not issue or permit or cause any shares of Company Preferred Stock converted into shares of Company Common Stock shall no longer to be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights issued with respect to such securities; the Parent Debt notwithstanding that the Parent Debt is listed on the Parent Schedules nor shall Parent issue or permit or cause any shares to be issued to providers of consultancy services pursuant to existing contractual arrangements except to the extent an equivalent number of shares have been contributed to Parent and cancelled in anticipation thereof (c) at the Effective Time (and, for the avoidance of doubt, following the Company Convertible Note Conversion a “Cancellation and the Company Preferred Stock ConversionIssuance”), which Cancellation and Issuance Parent shall certify at or prior to Closing), (y) permit any shares of Parent Common Stock or Company Stock to be changed into or exchanged for a different number of shares or a different class, by virtue of the Merger and without any action on the part reason of any Company Stockholderstock dividend, subject to and in consideration subdivision, reclassification, recapitalization, split, combination or exchange of the terms and conditions set forth herein shares or other like change, or (including without limitation delivery of the release contemplated by Section 3.04(a)(ii)), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares), shall be converted into the right to receive the applicable Per Share Merger Consideration and the Earnout Shares. All of the shares of Company Common Stock converted into the right to receive consideration as described in this Section 3.01(cz) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock shall thereafter cease to have any rights solely with respect to such securitiesParent, except permit the right to receive conversion of the applicable consideration described in this Section 3.01(c) into which such share of Company Common Stock shall have been converted into Parent Debt, in the Merger. case of (dx), (y) at or (z) without the Effective Time, by virtue prior written consent of the Merger other party. If either Party consents and without any action on the part of any holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior changes pursuant to the Effective Time shall no longer immediately preceding sentence occur or if Parent or the Company breaches the immediately preceding sentence, a corresponding adjustment to the Post Closing Cap Table will automatically be outstanding and shall thereupon be converted into and become one validly issued fully paid and non-assessable share of common stock, par value $0.01 per share, of made to provide to the Surviving Company and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Company as of immediately following the Effective Time; and (e) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Capital Stock held in the treasury holders of the Company immediately Stock, the Parent Common Stock, the holders of the Convertible Notes and the number of shares of the Parent Plan the same economic effect as contemplated by this Agreement prior to the Effective Time shall be cancelled and no payment or distribution shall be made with respect theretosuch event.

Effect on Securities. Subject to the provisions of this Agreement: (a) immediately prior to the Company Preferred Stock Conversion and prior to the Effective Time, each Company Convertible Note that is issued and outstanding immediately prior to such time shall automatically convert into several shares of Company Common Stock in accordance with the terms of such Company Convertible Note (collectively, the “Company Convertible Note Conversion”). Each Company Convertible Note converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of a Company Convertible Note shall thereafter cease to have any rights with respect to such securities; (b) immediately prior to the Effective Time, each share of Company Preferred Stock that is issued and outstanding immediately prior to such time shall automatically convert into a number of shares of Company Common Stock in accordance with the Company Certificate of Incorporation (collectively, the “Company Preferred Stock Conversion”). All of the shares of Company Preferred Stock converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities; (c) at the Effective Time (and, for the avoidance of doubt, following the Company Convertible Note Conversion and the Company Preferred Stock Conversion), by virtue of the Merger and without any action on the part of any Company Stockholder, subject to and in consideration of the terms and conditions set forth herein (including without limitation delivery of the release contemplated by Section 3.04(a)(ii))this Agreement, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares), shall be converted into the right to receive the applicable Per Share Merger Consideration and the Earnout Shares. All of the shares of Company Common Stock converted into the right to receive consideration as described in this Section 3.01(c) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.01(c) into which such share of Company Common Stock shall have been converted into in the Merger. (d) at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Capital Stock: 2.8.1 Each share of Company Common Stock issued and outstanding as of the Effective Time, including each share of Company Common Stock issued upon the conversion of the Company Preferred Stock immediately prior to the Effective Time and upon exercise of Company Warrants immediately prior to the Effective Time (including each share of Company Common Stock issued upon the conversion of Company Preferred Stock issued upon the exercise of Company Warrants immediately prior to the Effective Time), other than any shares of Company Common Stock to be canceled pursuant to Section 2.8.5 and any Dissenting Shares (as defined, and to the extent provided in, Section 2.12.1), will be automatically converted into the right to receive, (i) at the Effective Time, the Per Share Closing Consideration, in cash to the holder thereof, without interest thereon and (ii) the Per Share Escrow Consideration, pursuant to the terms of this Agreement and the Escrow Agreement. 2.8.2 Prior to the Closing, the Company shall give notice in writing to each holder of an outstanding Company Option immediately prior to the Effective Time that the vesting of all Company Options shall be accelerated immediately prior to the Effective Time (such acceleration to be subject to the closing of the Merger). Each Company Option outstanding and unexercised immediately prior to the Effective Time will be cancelled and the holder thereof shall have the right to receive in exchange therefor an amount (subject to withholding for all applicable Taxes) equal to (i)(A) the excess, if any, of (1) the Per Share Closing Consideration, minus (2) the per share exercise price under such Company Option, multiplied by (B) the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Option and (ii) the Per Share Escrow Consideration multiplied by the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Option, pursuant to the terms of this Agreement and the Escrow Agreement. Payment of such amounts shall be made in accordance with and subject to the terms of this Agreement and the Escrow Agreement. As of the Effective Time, the Company Option Plan and any other Company plan, program or arrangement that provides for compensation in the form of equity-based grants shall terminate. 2.8.3 Immediately prior to the Effective Time, any Company Warrant then outstanding and not expired shall, at the Effective Time and in accordance with the terms of such Warrant, be converted into the right to receive, subject to Section 2.8.4 and upon compliance with the requirements of Section 2.9, an amount (subject to withholding for all applicable Taxes) equal to (i)(A) the excess, if any, of (1) the Per Share Closing Consideration, minus (2) the per share exercise price under such Company Warrant, multiplied by (B) the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Warrant (assuming that any shares of Company Preferred Stock issuable upon the exercise of such Company Warrants were converted into shares of Company Common Stock immediately prior to the Effective Time) and (ii) the Per Share Escrow Consideration multiplied by the total number of shares of Company Common Stock that are issuable upon the exercise of such Company Warrant (assuming that any shares of Company Preferred Stock issuable upon the exercise of such Company Warrants were converted into shares of Company Common Stock immediately prior to the Effective Time), pursuant to the terms of this Agreement and the Escrow Agreement (collectively, the “Warrant Consideration”). Payment of such amounts shall be made in accordance with and subject to the terms of this Agreement and the Escrow Agreement. If any Company Warrant is exercised prior to the Effective Time, the holder of such Warrant shall have no rights under this Section 2.8.3. 2.8.4 Each holder of Company Warrants that, pursuant to their terms, terminate at the Effective Time, shall receive in respect of its Company Warrants pursuant to this Section 2.8.4, the Warrant Consideration paid by the Payment Agent on behalf of the Surviving Corporation by check or wire transfer in accordance with the terms of this Agreement and the Escrow Agreement. Each holder of Company Warrants that do not, pursuant to their terms, terminate at the Effective Time, shall receive its Warrant Consideration only upon exchange of such Company Warrants in accordance with this Agreement. 2.8.5 Each share of common stockCompany Capital Stock held by the Company or by Parent or Merger Sub immediately prior to the Effective Time, par value $0.01 per share, shall be canceled and extinguished without any conversion thereof. 2.8.6 Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued issued, fully paid and non-assessable nonassessable share of common stock, no par value $0.01 per share, of the Surviving Company and all Corporation. Following the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares shall constitute the only outstanding shares of capital stock of the Surviving Company as of immediately following the Effective Time; and (e) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Capital Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled and no payment or distribution shall be made with respect theretoCorporation.

Effect on Securities. Subject to the provisions of this Agreement: (a) immediately prior to the Company Preferred Stock Sponsor Share Conversion and prior to the Effective Time, each Company Convertible Note Preferred Share that is issued and outstanding immediately prior to such time shall automatically convert into several shares a number of Company Common Stock Ordinary Shares in accordance with the terms Governing Documents of such the Company Convertible Note (collectively, the “Company Convertible Note Preferred Shares Conversion”). Each All Company Convertible Note Preferred Shares converted into shares of Company Common Stock Ordinary Shares shall no longer be outstanding and shall cease to exist, and each holder of a Company Convertible Note Preferred Shares shall thereafter cease to have any rights with respect to such securities; (b) immediately prior to the Effective Time, each share of Company Preferred Stock Acquiror Class B Ordinary Share that is issued and outstanding immediately prior to as of such time shall automatically convert into a number of shares of Company Common Stock in accordance with the Company Certificate terms of Incorporation the Acquiror Organizational Documents into one Acquiror Class A Ordinary Share (collectively, the “Company Preferred Stock Sponsor Share Conversion”). All of the shares of Company Preferred Stock Acquiror Class B Ordinary Shares converted into shares of Company Common Stock Acquiror Class A Ordinary Shares shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock such Acquiror Class B Ordinary Shares shall thereafter cease to have any rights with respect to such securities; (c) at the Effective Time (and, for the avoidance of doubt, following the Company Convertible Note Conversion Preferred Shares Conversion, and immediately following the Company Preferred Stock consummation of the Sponsor Share Conversion), by virtue of the Merger Amalgamation and without any action on the part of any Company StockholderShareholder, subject to and in consideration of the terms and conditions set forth herein (including without limitation delivery of the release contemplated by Section 3.04(a)(ii3.03(a)(ii)), (i) each share of Company Common Stock Ordinary Share that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares)Time, shall be cancelled and converted into into, and shall thereafter represent the right of each Company Shareholder to receive receive, as consideration for such Company Share, the applicable Per Share Merger Amalgamation Consideration and (ii) in consideration thereof, the Earnout SharesAcquiror shall issue the Per Share Amalgamation Consideration to the respective Company Shareholder. All of the shares of Company Common Stock Ordinary Shares converted into the right to receive consideration as described in this Section 3.01(c) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock Ordinary Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.01(c) into which such share of Company Common Stock Ordinary Share shall have been converted into in the Merger.Amalgamation; (d) at the Effective Time, by virtue of the Merger Amalgamation and without any action on the part of any holder thereof, each ordinary share of common stock, par value $0.01 per share, of Merger Amalgamation Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued fully paid and non-assessable ordinary share of common stock, par value $0.01 per share, of the Surviving Amalgamated Company and all such shares shall constitute the only outstanding shares of share capital stock of the Surviving Amalgamated Company as of immediately following the Effective TimeTime and accordingly, PubCo shall become, pursuant to the Amalgamation and the cancellation of the Company Ordinary Shares, the holder of all Amalgamated Company Ordinary Shares; and (e) at the Effective Time, by virtue of the Merger Amalgamation and without any action on the part of any holder thereof, each share of Company Capital Stock Ordinary Share held in the treasury of the Company immediately prior to the Effective Time shall be cancelled and no payment or distribution shall be made with respect thereto.