Merger Transaction. 18.7.1 Ultimate Holdings shall not enter into any Merger Transaction unless (i) the Successor Issuer to such Merger Transaction (if not Ultimate Holdings) expressly assumes the obligations of Ultimate Holdings under this Article XVIII or (ii) all Lenders exercise their Merger Conversion Right prior to entry into such Merger Transaction; provided, however, that nothing in this Section 18.7 shall be construed to permit any event or transaction otherwise prohibited under this Agreement. Ultimate Holdings shall deliver to the Lenders a written notice of any Merger Transaction (“Merger Transaction Notice”) prior to, or as promptly as practicable following, the execution of a definitive agreement relating to such Merger Transaction (but in no event later than the 10th Business Day immediately preceding the effective date of the consummation of such Merger Transaction) and shall promptly provide the Lenders with such information regarding the terms and timing of such Merger Transaction as the Lenders may reasonably request (including, if the Successor Issuer in such Merger Transaction is not a Public Issuer, copies of the material transaction documents relating to the Merger Transaction and due diligence materials reasonably requested by any Lender relating to the identity of the Successor Issuer, the consideration to be paid in connection with such Merger Transaction and, subject to any restrictions on Ultimate Holdings pursuant to any applicable confidentiality agreement, any other materials any Lender determines in good faith would be reasonably necessary in connection with its potential Conversion Right Election). The definitive agreement with respect to any Merger Transaction shall include such additional provisions as are reasonably necessary to protect the Conversion Rights of the Lenders under this Article XVIII. 18.7.2 If the Successor Issuer following a Merger Transaction is a Public Issuer, such Successor Issuer shall grant to each Lender registration rights (to be effective upon such Lender becoming a Converting Lender) that are no less favorable to such Lender than any registration rights granted to any other Person in connection with such Merger Transaction; provided that in no event shall such registration rights be less favorable to any Lender than the registration rights set forth in any Registration Rights Agreement then in effect. If the Successor Issuer following a Merger Transaction is not a Public Issuer, such Successor Issuer shall grant each Lender registration rights (to be effective upon such Lender becoming a Converting Lender) that are no less favorable to such Lender than any registration rights granted in connection with such Merger Transaction to any other holder of the Shares; provided that in no event shall such registration rights be less favorable to any Lender than the registration rights set forth in any Registration Rights Agreement then in effect. Following the consummation of any Merger Transaction in which Ultimate Holdings is not the Successor Issuer, all references in this Article XVIII to Ultimate Holdings shall be deemed replaced with references to the Successor Issuer. 18.7.3 If, in connection with a Merger Transaction, the Shares are converted into, or exchanged for, consideration not including any Successor Securities (“Other Consideration”), then, notwithstanding anything in this Article XVIII to the contrary, from and after the consummation of the Merger Transaction, the Outstanding Obligations will be convertible (whenever otherwise convertible under Section 18.2, Section 18.3 or Section 18.4) into the amount and type of Other Consideration that the Conversion Payment Shares would have been converted into, or exchanged for, had the Conversion occurred immediately prior to the consummation of the Merger Transaction. If the Shares are converted into, or exchanged for, more than a single type of Other Consideration determined based in part upon any form of election by holders of the Shares, the Other Consideration that the Outstanding Obligations will be convertible into will be deemed to be the weighted average of the types and amounts of Other Consideration actually received per Share in such Merger Transaction. 18.7.4 If, in connection with a Merger Transaction, the Shares are converted into, or exchanged for, a combination of Successor Securities and Other Consideration, (i) Section 18.7.3 shall apply to only the portion of the Outstanding Obligations equal to the fraction of the aggregate consideration with respect to such Merger Transaction composed of Other Consideration, as determined by the Lenders and Ultimate Holdings in good faith and in a commercially reasonable manner in accordance with Section 18.10 based on the value of the aggregate consideration as of the effective date of such Merger Transaction and (ii) the portion of the Outstanding Obligations not covered by clause (i) of this Section 18.7.4 shall become convertible into Successor Securities pursuant to the definition of “Shares”.
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Merger Transaction. 18.7.1 Ultimate Holdings (a) If the Company proposes, prior to the Expiration Date, to enter into a transaction that would constitute a Merger Transaction if closed, the Company shall give written notice thereof to the Holders of Warrants, promptly after an agreement or agreement in principle is reached with respect to the Merger Transaction but in no event less than 15 days prior to the closing thereof. Such notice shall describe the transaction in reasonable detail, specify whether the consideration to be received by the Holders consists of cash or items other than cash, specify whether the Holders must tender the Exercise Price prior to the closing of the transaction pursuant to Section 4.3(c) and specify the date by which such Exercise Price must be tendered. The Company shall also furnish to each Holder of Warrants all notices and materials furnished to its stockholders in connection with such transaction.
(b) The Company agrees that it will not enter into any an agreement providing for a Merger Transaction in which only cash is paid to the holders of Common Stock, unless the party to such transaction that is the surviving entity (the Survivor) shall be obligated to purchase each outstanding Warrant for a cash purchase price equal to (i) the Successor Issuer cash amount the Holder of such Warrant would have received if such Holder had exercised such Warrant immediately prior to such Merger Transaction (or, if not Ultimate Holdingsapplicable, the record date therefor) expressly assumes and the obligations Survivor had purchased the number of Ultimate Holdings under this Article XVIII or shares of Registrable Common Stock then issuable upon such exercise in such Merger Transaction, less (ii) the Exercise Price for such Warrant then in effect.
(c) The Company agrees that it will not enter into an agreement providing for a Merger Transaction in which all Lenders exercise their Merger Conversion Right or a portion of the consideration paid to the holders of Common Stock is not cash, unless the Survivor shall be obligated to distribute or pay to each Holder of Warrants the number of shares of stock or other securities or other property (including any money) of the Survivor that would have been distributable or payable on account of the Registrable Common Stock if such Holder’s Warrants had been exercised immediately prior to entry into such Merger TransactionTransaction (or, if applicable, the record date therefor); provided, however, that nothing in the Survivor shall have no obligations under this Section 18.7 4.3(c) to distribute or pay any such consideration to any Holder who has not exercised its Warrants within 30 days after delivery of the Company’s notice pursuant to Section 4.3(a). Each Holder of Warrants may, but shall not be construed to permit any event or transaction otherwise prohibited under this Agreement. Ultimate Holdings shall deliver to the Lenders a written notice of any Merger Transaction (“Merger Transaction Notice”) prior obligated to, or exercise its Warrants in order to participate in any such Merger Transaction. In connection with any such exercise, such Holder shall pay in full the Exercise Price then in effect for the share of Registrable Common Stock as promptly as practicable following, to which a Warrant is submitted for exercise and otherwise comply with the execution provisions of a definitive agreement relating to Section 3.5.
(d) Any Warrants that are not exercised in connection with any such Merger Transaction (but in no event later than shall terminate and become void as of the 10th Business Day immediately preceding the effective closing date of the consummation of such Merger Transaction) and shall promptly provide the Lenders with such information regarding the terms and timing of any such Merger Transaction as or, in the Lenders may reasonably request (including, if the Successor Issuer in such Merger Transaction is not a Public Issuer, copies case of the material transaction documents relating to the Merger Transaction and due diligence materials reasonably requested by any Lender relating to the identity of the Successor Issuer, the consideration to be paid in connection with such Merger Transaction and, subject to any restrictions on Ultimate Holdings pursuant to any applicable confidentiality agreement, any other materials any Lender determines in good faith would be reasonably necessary in connection with its potential Conversion Right Election). The definitive agreement with respect to any Merger Transaction shall include such additional provisions as are reasonably necessary to protect the Conversion Rights of the Lenders under this Article XVIII.
18.7.2 If the Successor Issuer following a Merger Transaction is a Public Issuer, such Successor Issuer shall grant to each Lender registration rights (to be effective upon such Lender becoming a Converting Lender) that are no less favorable to such Lender than any registration rights granted to any other Person described in connection with such Merger Transaction; provided that in no event shall such registration rights be less favorable to any Lender than the registration rights set forth in any Registration Rights Agreement then in effect. If the Successor Issuer following a Merger Transaction is not a Public Issuer, such Successor Issuer shall grant each Lender registration rights (to be effective upon such Lender becoming a Converting Lender) that are no less favorable to such Lender than any registration rights granted in connection with such Merger Transaction to any other holder of the Shares; provided that in no event shall such registration rights be less favorable to any Lender than the registration rights set forth in any Registration Rights Agreement then in effect. Following the consummation of any Merger Transaction in which Ultimate Holdings is not the Successor Issuer, all references in this Article XVIII to Ultimate Holdings shall be deemed replaced with references to the Successor Issuer.
18.7.3 If, in connection with a Merger Transaction, the Shares are converted into, or exchanged for, consideration not including any Successor Securities (“Other Consideration”Section 4.3(c), then, notwithstanding anything in this Article XVIII to the contrary, from and 30 days after the consummation closing date of the Merger Transaction, the Outstanding Obligations will be convertible (whenever otherwise convertible under Section 18.2, Section 18.3 or Section 18.4) into the amount and type of Other Consideration that the Conversion Payment Shares would have been converted into, or exchanged for, had the Conversion occurred immediately prior to the consummation of the Merger Transaction. If the Shares are converted into, or exchanged for, more than a single type of Other Consideration determined based in part upon any form of election by holders of the Shares, the Other Consideration that the Outstanding Obligations will be convertible into will be deemed to be the weighted average of the types and amounts of Other Consideration actually received per Share in such Merger Transaction.
18.7.4 If(e) In the event of a Merger Transaction in which all or a portion of the consideration to be received by Holders of Warrants consists of securities, in connection with a the Survivor shall obtain the written opinion of independent counsel as to whether such securities may be resold by such Holders immediately after the closing of the Merger Transaction without registration of such securities under Section 5 of the Securities Act. In the event such counsel shall be of the opinion that such registration is required, the Company agrees that it will not enter into an agreement providing for such Merger Transaction, unless the Shares are converted into, or exchanged for, a combination of Successor Securities and Other Consideration, (i) Section 18.7.3 Survivor shall apply to only have provided such Holders the portion of the Outstanding Obligations equal to the fraction of the aggregate consideration same Registration Rights with respect to such securities that they would have been entitled to had the Merger Transaction composed of Other Consideration, as determined by the Lenders and Ultimate Holdings in good faith and in a commercially reasonable manner in accordance with Section 18.10 based on the value of the aggregate consideration as of the effective date of such Merger Transaction and (ii) the portion of the Outstanding Obligations not covered by clause (i) of this Section 18.7.4 shall become convertible into Successor Securities pursuant to the definition of “Shares”occurred.
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Merger Transaction. 18.7.1 Ultimate Holdings (a) If the Company proposes, prior to the ------------------ Expiration Date, to enter into a transaction that would constitute a Merger Transaction if consummated, the Company shall give written notice thereof to the Holders of Warrants, promptly after an agreement or agreement in principle is reached with respect to the Merger Transaction but in no event less than 30 days prior to the closing thereof. Such notice shall describe the transaction in reasonable detail and specify whether the consideration to be received by the Holders consists of cash or items other than cash. The Company shall also furnish to each Holder of Warrants all notices and materials furnished to its stockholders in connection with such transaction.
(b) The Company agrees that it will not enter into any an agreement providing for a Merger Transaction in which only cash is paid to the holders of Common Stock, unless the party to such transaction that is the surviving entity (ithe "Survivor") shall be obligated to purchase each outstanding Warrant for a cash purchase price equal to cash amount the Successor Issuer Holder of such Warrant would have received if such Holder had exercised such Warrant immediately prior to such Merger Transaction (or, if not Ultimate Holdings) expressly assumes the obligations of Ultimate Holdings under this Article XVIII or (ii) all Lenders exercise their Merger Conversion Right prior to entry into such Merger Transaction; provided, however, that nothing in this Section 18.7 shall be construed to permit any event or transaction otherwise prohibited under this Agreement. Ultimate Holdings shall deliver to the Lenders a written notice of any Merger Transaction (“Merger Transaction Notice”) prior to, or as promptly as practicable followingapplicable, the execution of a definitive agreement relating to such Merger Transaction (but in no event later than the 10th Business Day immediately preceding the effective record date of the consummation of such Merger Transactiontherefor) and shall promptly provide the Lenders with such information regarding Survivor had purchased the terms and timing number of such Merger Transaction as the Lenders may reasonably request (including, if the Successor Issuer in such Merger Transaction is not a Public Issuer, copies of the material transaction documents relating to the Merger Transaction and due diligence materials reasonably requested by any Lender relating to the identity of the Successor Issuer, the consideration to be paid in connection with such Merger Transaction and, subject to any restrictions on Ultimate Holdings pursuant to any applicable confidentiality agreement, any other materials any Lender determines in good faith would be reasonably necessary in connection with its potential Conversion Right Election). The definitive agreement with respect to any Merger Transaction shall include such additional provisions as are reasonably necessary to protect the Conversion Rights of the Lenders under this Article XVIII.
18.7.2 If the Successor Issuer following a Merger Transaction is a Public Issuer, such Successor Issuer shall grant to each Lender registration rights (to be effective Registrable Warrant Shares then issuable upon such Lender becoming a Converting Lender) that are no less favorable to such Lender than any registration rights granted to any other Person in connection with such Merger Transaction; provided that in no event shall such registration rights be less favorable to any Lender than the registration rights set forth in any Registration Rights Agreement then in effect. If the Successor Issuer following a Merger Transaction is not a Public Issuer, such Successor Issuer shall grant each Lender registration rights (to be effective upon such Lender becoming a Converting Lender) that are no less favorable to such Lender than any registration rights granted in connection with such Merger Transaction to any other holder of the Shares; provided that in no event shall such registration rights be less favorable to any Lender than the registration rights set forth in any Registration Rights Agreement then in effect. Following the consummation of any Merger Transaction in which Ultimate Holdings is not the Successor Issuer, all references in this Article XVIII to Ultimate Holdings shall be deemed replaced with references to the Successor Issuer.
18.7.3 If, in connection with a Merger Transaction, the Shares are converted into, or exchanged for, consideration not including any Successor Securities (“Other Consideration”), then, notwithstanding anything in this Article XVIII to the contrary, from and after the consummation of the Merger Transaction, the Outstanding Obligations will be convertible (whenever otherwise convertible under Section 18.2, Section 18.3 or Section 18.4) into the amount and type of Other Consideration that the Conversion Payment Shares would have been converted into, or exchanged for, had the Conversion occurred immediately prior to the consummation of the Merger Transaction. If the Shares are converted into, or exchanged for, more than a single type of Other Consideration determined based in part upon any form of election by holders of the Shares, the Other Consideration that the Outstanding Obligations will be convertible into will be deemed to be the weighted average of the types and amounts of Other Consideration actually received per Share exercise in such Merger Transaction.
18.7.4 If(c) The Company agrees that it will not enter into an agreement providing for a Merger Transaction in which all or a portion of the consideration paid to the holders of Common Stock is not cash, unless the Survivor shall be obligated to distribute or pay to each Holder of Warrants the number of shares of stock or other securities or other property (including any money) of the Survivor that would have been distributable or payable on account of the Registrable Warrant Shares if such Holder's Warrants had been exercised immediately prior to such Merger Transaction (or, if applicable, the record date therefor).
(d) The Warrants shall terminate and become void as of the closing date of any Merger Transaction.
(e) In the event of a Merger Transaction in connection with which all or a portion of the consideration to be received by Holders of Warrants consists of securities, the Survivor shall obtain the written opinion of independent counsel as to whether such securities may be resold by such Holders immediately after the closing of the Merger Transaction without registration of such securities under Section 5 of the Securities Act. In the event such counsel shall be of the opinion that such registration is required, the Company agrees that it will not enter into an agreement providing for such Merger Transaction, unless the Shares are converted into, or exchanged for, a combination of Successor Securities and Other Consideration, (i) Section 18.7.3 Survivor shall apply to only have provided such Holders the portion of the Outstanding Obligations equal to the fraction of the aggregate consideration same Registration Rights with respect to such securities that they would have been entitled to had the Merger Transaction composed of Other Consideration, as determined by the Lenders and Ultimate Holdings in good faith and in a commercially reasonable manner in accordance with Section 18.10 based on the value of the aggregate consideration as of the effective date of such Merger Transaction and (ii) the portion of the Outstanding Obligations not covered by clause (i) of this Section 18.7.4 shall become convertible into Successor Securities pursuant to the definition of “Shares”occurred.
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Merger Transaction. 18.7.1 Ultimate Holdings shall not 6.1 Once the transactions under the Consensual Transaction or the Fallback Scheme (each as defined in the TSA) are complete, subject to the receipt of any required third party consent, Issuer Co will have no assets or liabilities save for the Greensill Claims (the proceeds thereof the Issuer Co will be obligated to pay over to the Finance Co under the terms of the BTA) and the Retained Debt (the latter to be waived as part of the proposed merger, see next paragraph).
6.2 The majority (at least 2/3rds) of the Issuer Co’s ordinary and preference shares will be owned by Finance Co and Merger Co. Finance Co also owns 100% of Merger Co. In order to relieve the shareholders of Issuer Co from any potential liability in its winding up, in consideration of the waiver of the Retained Debt and in consideration of the payment of $0.01 to each member of Issuer Co whose name appears on the register of members of Issuer Co, Issuer Co and Merger Co will enter into any a merger agreement (the “Merger Transaction Agreement”) under which Issuer Co merges with Merger Co. Following the merger Issuer Co will be the surviving and successor entity (unless this is not required to preserve the Greensill Claims in which case Merger Co can be the surviving entity). Under the Merger Agreement and as consideration to the other shareholders of Issuer Co., Finance Co shall forgive the Retained Debt and, as the parent of the merged entity will undertake to hold such other shareholders harmless from Issuer Co’s liquidation costs and to manage and pay for the Greensill Claims.
6.3 In order to implement the Merger Agreement, the following Jersey approvals are required (iin summary), with other or additional approvals or filings being potentially required depending on the jurisdiction of incorporation of Finance Co and Merger Co:
(a) approval of Jersey Financial Services Commission;
(b) directors of Issuer Co solvency statements;
(c) shareholder of Issuer Co meetings to vote on resolutions to approve the Successor Merger Agreement. Two are required, one of each of the ordinary shares (controlled by Finance Co and Merger Co) and the preference shares (controlled by Finance Co and Merger Co);
(d) creditor notices sent to known creditors of Issuer Co for over £5,000. As a result of the BTA there should be none but there still be a need for a formal creditor notice published in Jersey.
6.4 Dissenting shareholders have a 21 day statutory objection period from the date the Merger Agreement is approved by shareholders to such Merger Transaction apply to a Jersey court on the grounds of unfair prejudice.
6.5 Creditors have 21 days from the publication of the creditor notice to object, and (if the debt is not Ultimate Holdingsdischarged) expressly assumes a further 21 days from the obligations of Ultimate Holdings under this Article XVIII or (ii) all Lenders exercise their Merger Conversion Right prior to entry into such Merger Transaction; provided, however, that nothing in this Section 18.7 shall be construed to permit any event or transaction otherwise prohibited under this Agreement. Ultimate Holdings shall deliver to the Lenders a written notice of any Merger Transaction (“Merger Transaction Notice”) prior to, or as promptly as practicable following, the execution of a definitive agreement relating to such Merger Transaction (but in no event later than the 10th Business Day immediately preceding the effective date of the consummation of such Merger Transaction) and shall promptly provide objection to bring a claim via the Lenders with such information regarding Jersey court to stop the terms and timing of such Merger Transaction as merger. On the Lenders may reasonably request (includingbasis that the BTA has removed all creditors other than Finance Co, if the Successor Issuer in such Merger Transaction this is not a Public Issuer, copies an issue.
6.6 Following completion of the material transaction documents relating to the Merger Transaction and due diligence materials reasonably requested by any Lender relating to the identity of the Successor Issuerthese formalities, the consideration to be paid in connection with such Merger Transaction and, subject to any restrictions on Ultimate Holdings pursuant to any applicable confidentiality agreement, any other materials any Lender determines in good faith would be reasonably necessary in connection with its potential Conversion Right Election). The definitive agreement with respect to any Merger Transaction shall include such additional provisions as are reasonably necessary to protect the Conversion Rights of the Lenders under this Article XVIII.
18.7.2 If the Successor Issuer following a Merger Transaction is a Public Issuer, such Successor Issuer shall grant to each Lender registration rights (to be effective upon such Lender becoming a Converting Lender) that are no less favorable to such Lender than any registration rights granted to any other Person in connection with such Merger Transaction; provided that in no event shall such registration rights be less favorable to any Lender than the registration rights set forth in any Registration Rights Agreement then in effect. If the Successor Issuer following a Merger Transaction is not a Public Issuer, such Successor Issuer shall grant each Lender registration rights (to be effective upon such Lender becoming a Converting Lender) that are no less favorable to such Lender than any registration rights granted in connection with such Merger Transaction to any other holder of the Shares; provided that in no event shall such registration rights be less favorable to any Lender than the registration rights set forth in any Registration Rights Agreement then in effect. Following the consummation of any Merger Transaction in which Ultimate Holdings is not the Successor Issuer, all references in this Article XVIII to Ultimate Holdings shall be deemed replaced with references to the Successor Issuer.
18.7.3 If, in connection with a Merger Transaction, the Shares are converted into, or exchanged for, consideration not including any Successor Securities (“Other Consideration”), then, notwithstanding anything in this Article XVIII to the contrary, from and after the consummation of the Merger Transaction, the Outstanding Obligations merger will be convertible (whenever otherwise convertible under Section 18.2, Section 18.3 or Section 18.4) into the amount and type of Other Consideration that the Conversion Payment Shares would have been converted into, or exchanged for, had the Conversion occurred immediately prior to the consummation of the Merger Transaction. If the Shares are converted into, or exchanged for, more than a single type of Other Consideration determined based in part upon any form of election by holders of the Shares, the Other Consideration that the Outstanding Obligations will be convertible into will be deemed to be the weighted average of the types and amounts of Other Consideration actually received per Share in such Merger Transaction.
18.7.4 If, in connection with a Merger Transaction, the Shares are converted into, or exchanged for, a combination of Successor Securities and Other Consideration, (i) Section 18.7.3 shall apply to only the portion of the Outstanding Obligations equal to the fraction of the aggregate consideration with respect to such Merger Transaction composed of Other Consideration, as determined by the Lenders and Ultimate Holdings in good faith and in a commercially reasonable manner completed in accordance with Section 18.10 based on the value of Merger Agreement and the aggregate consideration as of the effective date of such Merger Transaction and (ii) the portion of the Outstanding Obligations not covered by clause (i) of this Section 18.7.4 shall become convertible into Successor Securities pursuant to the definition of “Shares”relevant registry entries updated.
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