Reverse Share Split Sample Clauses

Reverse Share Split. The Company took all necessary corporate action to effectuate a reverse share split of its Common Shares on the basis of one (1) such share for each seventy (70) issued and outstanding shares thereof (the “Reverse Share Split”), such Reverse Share Split was effective on October 28, 2022.

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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. (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.

Reverse Share Split. The Reverse Share Split has been duly authorized, and the Common Shares issued in the Reverse Share Split have been duly authorized and validly issued, are fully paid and non-assessable, and were issued in accordance with all applicable securities laws, and none of such Common Shares was issued in violation of any preemptive rights, resale rights, rights of first offer or refusal or other similar rights. Completion of the Reverse Share Split did not result in any violation of (i) the provisions of the amended and restated declaration of trust or bylaws or other organizational document, as applicable, of the Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect.

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).

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.

Related to Reverse Share Split

• Reverse Stock Split The Company has taken all necessary corporate action to effectuate a reverse stock split of its shares of Common Stock on the basis of one (1) such share for each [•] ([•]) issued and outstanding shares thereof (the “Reverse Stock Split”), such Reverse Stock Split to be effective no later than the first trading day of the Firm Shares following the date hereof.
• Reverse Split The Company has taken all necessary corporate action to effectuate a reverse split of its issued and outstanding Common Stock and preferred stock on the basis of one (1) such share for each 2.67 shares of issued and outstanding Common Stock and Preferred Stock, as applicable (the “Reverse Split”), and such Reverse Split became effective on June 22, 2020.
• Reverse Splits The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.
• Stock Dividend, Stock Split and Reverse Stock Split Upon a stock dividend of, or stock split, reverse stock split, or similar event affecting, the Common Stock, the number of Award Shares and the number of such Award Shares that are nonvested and forfeitable shall, without further action of the Administrator, be adjusted to reflect such event. The Administrator may make adjustments, in its discretion, to address the treatment of fractional shares with respect to the Award Shares as a result of the stock dividend, stock split, reverse stock split, or similar event. Adjustments under this Section 9 will be made by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. No fractional Award Shares will result from any such adjustments.
• Stock Split All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.
• Stock Splits and Reverse Stock Splits If at any time on or after the date hereof the Company shall subdivide its outstanding shares of Common Stock into a greater number of shares, the Warrant Price in effect immediately prior to such subdivision shall thereby be proportionately reduced and the number of shares receivable upon exercise of the Warrant shall thereby be proportionately increased; and, conversely, if at any time on or after the date hereof the outstanding number of shares of Common Stock shall be combined into a smaller number of shares, the Warrant Price in effect immediately prior to such combination shall thereby be proportionately increased and the number of shares receivable upon exercise of this Warrant shall thereby be proportionately decreased.
• Stock Splits and Reverse Splits In the event that the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares purchasable pursuant to this Warrant immediately prior to such subdivision shall be proportionately increased, and conversely, in the event that the outstanding shares of Common stock shall at any time be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such combination shall be proportionately reduced. Except as provided in this Section 3.4, no adjustment in the Exercise Price and no change in the number of Warrant Shares purchasable shall be made under this Article III as a result of or by reason of any such subdivision or combination.
• Mergers, Recapitalizations, Stock Splits, Etc Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution” rights under the Option with respect to such events, but shall not have “preemptive” rights).
• Adjustments of Exercise Price and Number of Warrant Shares; Stock Splits, etc The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.
• Stock Splits Until the Notes and all notes issued pursuant to the terms thereof are no longer outstanding, the Company shall not effect any stock combination, reverse stock split or other similar transaction (or make any public announcement or disclosure with respect to any of the foregoing) without the prior written consent of the Required Holders (as defined below).