Effect of the Merger on Company and Company Shares Clause Samples

Effect of the Merger on Company and Company Shares. At the Merger Effective Time, by virtue of the Merger, subject to the terms and conditions of the Draft Merger Agreement and in compliance with applicable Laws, and as a result of the operation of the applicable provisions of the French Commercial Code, the Company will be dissolved without liquidation (dissoute sans liquidation) together with the completion of the Universal Transfer to the benefit of the Surviving Corporation, which will correspondingly increase its share capital to reflect the Universal Transfer as of the Merger Effective Time. Each Company Class Seed Ordinary Share, Company Common Ordinary Share, Company Class A Ordinary Share, Company Class B Ordinary Share, and Company Class C Ordinary Share will be exchanged, based on the Exchange Ratio agreed upon in the Draft Merger Agreement, for Surviving Corporation Shares issued by the Surviving Corporation benefiting from the Universal Transfer, in each case, as set forth in the Allocation Schedule.