Common use of Initial Exchange Clause in Contracts

Initial Exchange. Immediately following HoldCo’s adoption of the First Amended and Restated HoldCo Certificate of Incorporation and the First Amended and Restated Bylaws pursuant to Section 2.2(b) and at least one (1) Business Day prior to the date on which the HoldCo Recapitalization Effective Time occurs, HoldCo and the Company Shareholders shall consummate the Initial Exchange, pursuant to which, in accordance with the Deed of Irrevocable Undertaking, HoldCo shall acquire from the Company Shareholders, and the Company Shareholders (or, as required pursuant to the Deed of Irrevocable Undertaking, the Company as agent for any Company Shareholder) shall transfer, convey and deliver to HoldCo, all of the Company Shares issued and outstanding as of immediately prior to the Initial Exchange Effective Time, free and clear of all Liens (other than restrictions on transfer under generally applicable securities Laws or any general restrictions under the Organizational Documents of the Company), and each Company Shareholder shall receive, in consideration for the transfer, conveyance and delivery of the Company Shares, HoldCo Stock in accordance with Section 3.2(a). The time at which the Initial Exchange is actually consummated in accordance with this Agreement and the Deed of Irrevocable Undertaking is referred to herein as the “Initial Exchange Effective Time”. Immediately after the Initial Exchange Effective Time, the share register of HoldCo shall be written up in respect of the HoldCo Common Stock and HoldCo Preferred Stock issued to Company Shareholders in exchange for the transfer, conveyance and delivery of the Company Shares.