Unter VIII ist alles vorbereitet, falls der Merger scheitert - so wie hier diskutiert. Der Passus wird ziehen. Es ist gut möglich / sogar vorgesehen,, dass Ivy gegen den Merger stimmt.
(viii)§Failure to Perform the Merger. If the Merger Agreement will not be put to the vote of the shareholders of the Company by May 5, 2022 or if it will not be approved by the shareholders of the Company by May 31, 2022, for a reason that not directly and exclusively related to Nayax, than (a) Nayax shall have the right to either demand the immediate repayment of the Loan from the Company only, or convert it into Company's equity at a conversion price equal to the Loan amount, divided by the lowest market share price during the seven trading days prior to the date of the Loan Agreement, but in no event more than $0.145 per share (the “Conversion Rate”) (b) if Nayax elected not to demand the immediate repayment or conversion, the interest on the Loan shall be increased to an annual rate of 16% (the “Step-up Rate”), and (c) the Company shall pay, upon demand by Nayax, to Nayax an amount of $1.5 million (the “Break-up Fee”) by wire transfer of immediately available funds.
Orion könnte recht haben.
|