Effect of Merger on Securities of Moringa Sample Clauses

Effect of Merger on Securities of Moringa. (a) Moringa Ordinary Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of securities of Moringa, the Company or Merger Sub, or any other Person, (i) (x) each Moringa Class B Ordinary Share shall automatically become and be converted into one Moringa Class A Ordinary Share pursuant to the Moringa Class B Conversion, and each former holder of Moringa Class B Ordinary Shares shall thereafter cease to have any rights with respect to such Moringa Class B Ordinary Shares (other than the right to receive Moringa Class A Ordinary Shares in the Moringa Class B Conversion) and (y) each Moringa Class A Ordinary Share (other than Public Shares) issued and outstanding as of immediately prior to the Effective Time, including Moringa Class A Ordinary Shares issued pursuant to the Moringa Class B Conversion (i.e., referred to in sub-clause (x) above) (after giving effect to the Unit Separation and excluding any Cancelled Moringa Shares), shall automatically become and be converted into one Company Ordinary Share (after giving effect to the Capital Restructuring) and (ii) each Public Share issued and outstanding as of immediately prior to the Effective Time, after giving effect to the Unit Separation and the Redemption, and excluding any Cancelled Moringa Shares, shall automatically become and be converted into a number of Company Ordinary Shares (after giving effect to the Capital Restructuring) that is equal to the lower of: (A) 1.6; and (B) the number yielded by the following calculations: (1) first, calculating the sum of (a) the Post-Redemption SPAC Share Number, plus (b) the Fixed Amount, and (2) second, dividing the result of the immediately preceding sub-clause (1) by the Post-Redemption SPAC Share Number (the Company Ordinary Shares issuable pursuant to sub-clause‎ 1.7(a)(i)(y) or sub-clause‎ 1.7(a)(ii), as applicable, upon the consummation of the Merger, are referred to as the “Class A Consideration”), and, in each case of sub-clauses‎ 1.7(a)(i)(y) and‎ 1.7(a)(ii), each former holder of Moringa Class A Ordinary Shares shall thereafter cease to have any rights with respect to such securities (other than the right to receive the Class A Consideration as provided herein). For the avoidance of doubt, in the event that the Merger is not consummated, the rights of holders of the Public Shares shall be such rights as are provided in Moringa’s Amended and Restated Memorandum and Articles of Association.
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Related to Effect of Merger on Securities of Moringa

  • Effect of Merger on Capital Stock At the Effective Time, as a result of the Merger and without any further action on the part of the Constituent Entities or their stockholders:

  • Effect of Merger (a) At the effective time of the certificate of merger:

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

  • Approval by Limited Partners of Merger or Consolidation (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement, shall direct that the Merger Agreement be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of a special meeting or the written consent.

  • Successor Trustee by Consolidation, Merger or Conversion If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10 hereof, the successor corporation without any further act shall be the successor Trustee.

  • Notation on Securities in Respect of Supplemental Indentures Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.

  • Ownership of Common Securities by Depositor (a) On the Closing Date, the Depositor shall acquire, and thereafter shall retain, beneficial and record ownership of the Common Securities. Neither the Depositor nor any successor Holder of the Common Securities may transfer less than all the Common Securities, and the Depositor or any such successor Holder may transfer the Common Securities only (i) in connection with a consolidation or merger of the Depositor into another Person, or any conveyance, transfer or lease by the Depositor of its properties and assets substantially as an entirety to any Person (in which event such Common Securities will be transferred to such surviving entity, transferee or lessee, as the case may be), pursuant to Section 8.1 of the Indenture or (ii) to the Depositor or an Affiliate of the Depositor, in each such case in compliance with applicable law (including the Securities Act, and applicable state securities and blue sky laws). To the fullest extent permitted by law, any attempted transfer of the Common Securities other than as set forth in the immediately preceding sentence shall be void. The Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend stating substantially “THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT.”

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Effects of Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • Effect of the Merger on Capital Stock Exchange of Certificates Equity-Based Awards

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