For the avoidance out of question, since the newest time hereof, the new Town Entities shallinclude the brand new Town Blockers. “Village Blockers” function Kinnevik Us Holdings, LLC, a Delaware limited-liability organization, THV VMD Blocker, LLC, aDelaware limited-liability organization, and you can Oak HC/Base VMD Blocker, LLC, a great Delaware limited-liability company. “law” mode any rules (as well as common law), act,law, code, purchase, judgment, injunction, governing, decree or writ, ordinance otherwise control of any Governmental Entity. “Omitted Expenses” function (i) people can cost you, fees or expenses ofDAP Issuer or any kind of their Affiliates occurring of otherwise per one conflict for the Shareholder Member otherwise with regards to the regards to it Contract, aside from (x) the newest fees and you can expenditures of the Neutral Auditor and you may theindependent financing lender trained pursuant to help you Section 2.4(c)(i), (y) one advisors engaged in exposure to one disagreement pursuant to help you Section 2.4(b) otherwise Section 2.4(c)and (z) for the extent considered from the Point 7.9 and you will (ii) any will cost you, charges or expenditures paid back otherwise payable by the one member of the new VPMC Category (rather than payable because of the DAP Issuer otherwise some of their Affiliates (aside from themembers of one’s VPMC Class)). “DAP Issuer Sandwich” form DAP ISSUER Sub LLC, an excellent Delaware limited-liability business.
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When the, pursuing the Effective Time, Licenses otherwise Uncertificated Shares try made available to the fresh Surviving Business otherwise the brand new Using Representative or even the DAP Proper Legal rights Broker for the need, theyshall (susceptible to conformity for the change procedure for Area 2.2(b)) become cancelled and you will exchanged because the offered on this page II, susceptible to Area dos.2(e). Zero attention was paid or accumulated to your cash payable through to the new surrenderof such Licenses or Uncertificated Offers. In the eventuality of a move out of possession out of a certificate or Uncertificated Shares that isn’t registered on the transfer facts of one’s Company, the newest Merger Idea can be paid off so you can men otherthan the newest Member of whoever term the new Certificate or Uncertificated Shares is actually entered, in the event the, in the example of a certification, such as Certification is actually presented to the new Using Agent, as well as in for each circumstances the newest transferor brings in order to Paying Representative and you can the newest DAP RightRights Agent (i) all the data expected to proof and you will feeling such as import and (ii) evidence one people appropriate inventory transfer Taxes had been repaid. Up until surrendered as the considered by this Point 2.dos, eachCertificate and all sorts of Uncertificated Shares (aside from Licenses otherwise Uncertificated Offers representing Dissenting Offers) might be deemed at any time pursuing the Effective Time and energy to portray only the right to discovered up on for example surrender the new MergerConsideration since the considered from the Area dos.1(c).
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