Reverse Share Split Sample Clauses
A Reverse Share Split clause defines the process by which a company reduces the number of its outstanding shares by consolidating multiple existing shares into a smaller number of proportionally more valuable shares. For example, if a company enacts a 1-for-10 reverse split, every ten shares held by a shareholder are converted into one share, increasing the share price accordingly while the total value of each shareholder's holdings remains the same. This clause is typically used to increase the market price per share, often to meet stock exchange listing requirements or to improve the company's perceived value, thereby addressing issues related to low share prices.
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Reverse Share Split. The Company has taken all necessary corporate action to effectuate a reverse split of its Ordinary Shares on the basis of one (1) such Ordinary Share for each [●] ([●]) issued and outstanding Ordinary Shares thereof (the “Reverse Split”), such Reverse Split to be effective no later than [the first trading day of the Firm Shares following the date of this Agreement].]
Reverse Share Split. Not later than the first trading day of the Firm Shares following the date of this Agreement, the Reverse Share Split shall be effective].
Reverse Share Split. If at any time this Warrant is outstanding and the Company receives notice from the Trading Market that the Company is failing to satisfy the Trading Market’s minimum bid price requirement (the “Trigger Date”), then the Company shall take all necessary steps to obtain the necessary consents and approvals to undertake a reverse share split after such Trigger Date and shall, prior to the effectiveness of any delisting notice issued by the Trading Market, effect such reverse share split.
Reverse Share Split. The Purchaser shall have obtained a special resolution of the Purchaser approving the reverse share split for the Purchaser Shares which shall effect the proportional consolidation of the Purchaser Shares into a lower number of Purchaser Shares (the “Reverse Share Split”) if the Reverse Share Split is necessary before the Closing in order to comply with the NASDAQ listing requirement on the minimum share price.
Reverse Share Split. The Reverse Share Split became effective as of October 28, 2022.
Reverse Share Split. (i) At the Reverse Share Split Time, a one-for-5.0994 reverse split of the Company’s Common Shares shall become effective, pursuant to which each 5.0994 Common Shares outstanding and held of record by a Member of the Company immediately prior to the Reverse Share Split Time shall be reclassified and combined into one Common Share automatically and without any action by any Member upon the Reverse Share Split Time and shall represent one Common Share from and after the Reverse Share Split Time.
(ii) At the Reverse Share Split Time, a one-for-5.0994 reverse split of the Company’s Incentive Shares shall become effective, pursuant to which each 5.0994 Incentive Shares outstanding and held of record by an Incentive Member of the Company immediately prior to the Reverse Share Split Time shall be reclassified and combined into one Incentive Share automatically and without any action by any Incentive Member upon the Reverse Share Split Time and shall represent one Incentive Share from and after the Reverse Share Split Time. The vesting schedule and other restrictions applicable to Incentive Shares issued pursuant to Restricted Share Agreements prior to the Reverse Share Split Time shall continue to apply to Incentive Shares following the Reverse Share Split Time.
(iii) No fractional Common Shares shall be issued as a result of the Reverse Share Split and, in lieu thereof, any Member who would otherwise be entitled to a fractional Common Share as a result of the Reverse Share Split, following the Reverse Share Split Time, shall be entitled to receive a cash payment equal to the fraction of a Common Share to which such Member would otherwise be entitled multiplied by the fair value per Common Share immediately prior to the Reverse Share Split as determined by the Board.
(iv) No fractional Incentive Shares shall be issued as a result of the Reverse Share Split.
b. Article I is hereby amended by deleting the definition of “Qualified IPO” in its entirety and inserting the following in lieu thereof:
Reverse Share Split. The Reverse Share Split shall be effective as of [•] , 2023.
Reverse Share Split. At any time prior to the Company's initial public offering, if the Company would be or will be required to be registered pursuant to Section 12 of the Securities Exchange Act as a result of the warrants being issued in the Reorganization to the shareholders of BQX Ltd., each holder of the Investor Shares will vote (at a shareholders' meeting which has been duly called or, if so requested by any 10% Investor, by written consent) all of his, her or its Investor Shares (and any other voting securities of the Company over which such Investor has voting control) for, consent to and take all necessary and desirable actions to consummate and will not dissent from, object to or otherwise impede any reverse share split of the Company's securities which is approved by the Board and immediate redemption for cash of fractional shares, so long as (i) following such reverse share split the Company would not be subject to the registration requirements of Section 12 of the Securities Exchange Act, (ii) payment for each fractional share shall be in an amount equal to the fair market value thereof as determined by the Board in its good faith judgment, (iii) no Investor Shares are redeemed for cash in such reverse share split, and (iv) the aggregate cash purchase price paid by the Company in redemption of such fractional shares shall not exceed $500,000.
Reverse Share Split. On the Closing Date, immediately prior to the Effective Time (but in any event following the determination of the Equity Value pursuant to Section 3.02(b)), the following actions shall take place or be effected (in the order set forth in this Section 2.01): (i) the A&R AoA shall be adopted and become effective, (ii) each Pre-Split Share that is issued and outstanding immediately prior to the Effective Time shall be redesignated and become a Company Ordinary Share (the “Share Redesignation”) and each Pre-Split Share held in the Company’s treasury immediately prior to the Share Redesignation shall be automatically cancelled and extinguished without any redesignation, subdivision or payment therefor, (iii) each Company Ordinary Share that is issued and outstanding following the Share Redesignation and immediately prior to the Effective Time shall be consolidated into a number of Company Ordinary Shares equal to the Split Factor (the “Reverse Share Split”); provided that no fraction of a Company Ordinary Share will be issued by virtue of the Reverse Share Split, and each Company Shareholder that would otherwise be so entitled to a fraction of a Company Ordinary Share (after aggregating all fractional Company Ordinary Shares that otherwise would be received by such Company Shareholder) shall instead be entitled to receive such number of Company Ordinary Shares to which such Company Shareholder would otherwise be entitled, rounded to the nearest whole number, and (iv) any Company Options issued and outstanding immediately prior to the Reverse Share Split shall be adjusted to give effect to the foregoing transactions, such that (a) each Company Option shall be exercisable for that number of Company Ordinary Shares equal to the product of (x) the number of Pre-Split Shares subject to such Company Option immediately prior to the Reverse Share Split multiplied by (y) the Split Factor, such number of Company Ordinary Shares to be rounded down to the nearest whole number; and (b) the per share exercise price for each Company Ordinary Share, as the case may be, issuable upon exercise of the Company Options, as adjusted, shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the per share exercise price for each Pre-Split Share subject to such Company Option immediately prior to the Effective Time by (y) the Split Factor (clauses (i) through (iv), the “Recapitalization”). Subject to and without limiting anything contained in Secti...
Reverse Share Split. Prior to the Closing, the Company shall have taken all necessary corporate action to effectuate, and shall effectuate immediately prior to the Effective Time, a reverse share split of the Company Class A Ordinary Shares and Company Class B Ordinary Shares, such that, immediately thereafter, the Company will have Forty-Five Million (45,000,000) Company Ordinary Shares, comprising 39,417,078 Company Class A Ordinary Shares and 5,582,922 Company Class B Ordinary Shares (the “Outstanding Shares”), issued and outstanding, less the number of shares reserved for issuance upon exercise of the Company Warrants, as set forth on Part 2 of Schedule B (as adjusted for the Reverse Share Split, as set forth on Part 3 of Schedule B), as the same may be amended by the Company no later than one (1) Business Day prior to the Closing solely to reflect the exercise of the Company Warrants pursuant to the Warrant Agreements (the “Reverse Share Split”), with the ratio of such Reverse Share Split based on a valuation of the Company of Four Hundred Fifty Million U.S. Dollars ($450,000,000).