Common use of Reverse Share Split Clause in Contracts

Reverse Share Split. (i) At the 2018 Reverse Share Split Time, a one-for-3.25 reverse split of the Company’s Common Shares shall become effective, pursuant to which each 3.25 Common Shares outstanding and held of record by a Member of the Company immediately prior to the 2018 Reverse Share Split Time shall be reclassified and combined into one Common Share automatically and without any action by any Member upon the 2018 Reverse Share Split Time and shall represent one Common Share from and after the 2018 Reverse Share Split Time. (ii) At the 2018 Reverse Share Split Time, a one-for-3.25 reverse split of the Company’s Incentive Shares shall become effective, pursuant to which each 3.25 Incentive Shares outstanding and held of record by an Incentive Member of the Company immediately prior to the 2018 Reverse Share Split Time shall be reclassified and combined into one Incentive Share automatically and without any action by any Incentive Member upon the 2018 Reverse Share Split Time and shall represent one Incentive Share from and after the 2018 Reverse Share Split Time. The vesting schedule and other restrictions applicable to Incentive Shares issued pursuant to Award Agreements prior to the 2018 Reverse Share Split Time shall continue to apply to Incentive Shares following the 2018 Reverse Share Split Time. (iii) No fractional Shares shall be issued as a result of the 2018 Reverse Share Split and in lieu thereof, any Member who would otherwise be entitled to a fractional Share as a result of the 2018 Reverse Share Split, following the 2018 Reverse Share Split Time, shall be entitled to receive a cash payment equal to the fraction of a Share to which such Member would otherwise be entitled multiplied by the fair value per Share immediately prior to the 2018 Reverse Share Split as determined by the Board. 2. Except as amended hereby, the Current Operating Agreement remains in full force and effect without modification. 3. This Amendment is governed by and shall be construed in accordance with the law of the State of Delaware, exclusive of its conflict-of-laws principles. 4. This Amendment may be executed in any number of counterparts with the same effect as if all parties had signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. This Amendment may be executed by facsimile or other electronic signatures.

Appears in 1 contract

Sources: Operating Agreement (Arvinas Holding Company, LLC)

Reverse Share Split. (i) At the 2018 Reverse Share Split Time, a one-for-3.25 for-5.0994 reverse split of the Company’s Common Shares shall become effective, pursuant to which each 3.25 5.0994 Common Shares outstanding and held of record by a Member of the Company immediately prior to the 2018 Reverse Share Split Time shall be reclassified and combined into one Common Share automatically and without any action by any Member upon the 2018 Reverse Share Split Time and shall represent one Common Share from and after the 2018 Reverse Share Split Time. (ii) At the 2018 Reverse Share Split Time, a one-for-3.25 for-5.0994 reverse split of the Company’s Incentive Shares shall become effective, pursuant to which each 3.25 5.0994 Incentive Shares outstanding and held of record by an Incentive Member of the Company immediately prior to the 2018 Reverse Share Split Time shall be reclassified and combined into one Incentive Share automatically and without any action by any Incentive Member upon the 2018 Reverse Share Split Time and shall represent one Incentive Share from and after the 2018 Reverse Share Split Time. The vesting schedule and other restrictions applicable to Incentive Shares issued pursuant to Award Restricted Share Agreements prior to the 2018 Reverse Share Split Time shall continue to apply to Incentive Shares following the 2018 Reverse Share Split Time. (iii) No fractional Common Shares shall be issued as a result of the 2018 Reverse Share Split and and, in lieu thereof, any Member who would otherwise be entitled to a fractional Common Share as a result of the 2018 Reverse Share Split, following the 2018 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 2018 Reverse Share Split as determined by the Board. 2. Except (iv) No fractional Incentive Shares shall be issued as amended hereby, a result of the Current Operating Agreement remains in full force and effect without modificationReverse Share Split. 3. This Amendment b. Article I is governed hereby amended by deleting the definition of “Qualified IPO” in its entirety and shall be construed inserting the following in accordance with the law of the State of Delaware, exclusive of its conflict-of-laws principles. 4. This Amendment may be executed in any number of counterparts with the same effect as if all parties had signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. This Amendment may be executed by facsimile or other electronic signatures.lieu thereof:

Appears in 1 contract

Sources: Operating Agreement (Pandion Therapeutics Holdco LLC)

Reverse Share Split. (i) At On the 2018 Reverse Share Split TimeClosing Date, a one-for-3.25 reverse split of the Company’s Common Shares shall become effective, pursuant to which each 3.25 Common Shares outstanding and held of record by a Member of the Company immediately prior to the 2018 Reverse Share Split 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 reclassified adopted and combined into one Common Share automatically and without any action by any Member upon the 2018 Reverse Share Split Time and shall represent one Common Share from and after the 2018 Reverse Share Split Time. become effective, (ii) At the 2018 Reverse each Pre-Split Share Split Time, a one-for-3.25 reverse split of the Company’s Incentive Shares shall become effective, pursuant to which each 3.25 Incentive Shares that is issued and outstanding and held of record by an Incentive Member of the Company immediately prior to the 2018 Reverse Share Split Effective Time shall be reclassified redesignated and combined into one Incentive become a Company Ordinary Share automatically (the “Share Redesignation”) and without any action by any Incentive Member upon each Pre-Split Share held in the 2018 Reverse Share Split Time and shall represent one Incentive Share from and after the 2018 Reverse Share Split Time. The vesting schedule and other restrictions applicable to Incentive Shares issued pursuant to Award Agreements Company’s treasury immediately prior to the 2018 Reverse Share Split Time Redesignation shall continue to apply to Incentive Shares following the 2018 Reverse Share Split Time. be automatically cancelled and extinguished without any redesignation, subdivision or payment therefor, (iii) No fractional Shares 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 as a result by virtue of the 2018 Reverse Share Split and in lieu thereof, any Member who would otherwise be entitled to a fractional Share as a result of the 2018 Reverse Share Split, following the 2018 Reverse and each Company Shareholder that would otherwise be so entitled to a fraction of a Company Ordinary Share Split Time, (after aggregating all fractional Company Ordinary Shares that otherwise would be received by such Company Shareholder) shall instead be entitled to receive a cash payment equal to the fraction such number of a Share Company Ordinary Shares to which such Member Company Shareholder would otherwise be entitled multiplied by entitled, rounded to the fair value per Share nearest whole number, and (iv) any Company Options issued and outstanding immediately prior to the 2018 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 determined 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 Board. 2. Except as amended herebyper 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 Current Operating Agreement remains “Recapitalization”). Subject to and without limiting anything contained in full force and effect without modification. 3. This Amendment is governed by and Section 6.01, the Split Factor shall be construed in accordance with adjusted to reflect appropriately the law effect of the State any share split, split-up, reverse share split, capitalization, share dividend or share distribution (including any dividend or distribution of Delawaresecurities convertible into Pre-Split Shares or Company Ordinary Shares, exclusive as applicable), reorganization, recapitalization, reclassification, combination, exchange of its conflict-of-laws principles. 4. This Amendment may be executed in any number of counterparts with the same effect as if all parties had signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. This Amendment may be executed by facsimile shares or other electronic signatureslike change (in each case, other than the Recapitalization) with respect to Pre-Split Shares or Company Ordinary Shares occurring on or after the date hereof and prior to the Effective Time.

Appears in 1 contract

Sources: Merger Agreement (Blue Ocean Acquisition Corp)