Common use of Amended Purchaser Charter Clause in Contracts

Amended Purchaser Charter. Effective upon the Effective Time, the Purchaser shall amend and restate its Certificate of Incorporation in the form attached as Exhibit E hereto (the “Amended Purchaser Charter”), which shall, among other matters, amend the Purchaser’s Certificate of Incorporation to (i) provide that the name of the Purchaser shall be changed to “FOXO Technologies Inc.”, or such other name as mutually agreed to by the Purchaser and the Company, (ii) provide for size and structure of the Post-Closing Purchaser Board in accordance with Section 5.16, and (iii) remove and change certain provisions in the Purchaser’s Certificate of Incorporation related to the Purchaser’s status as a blank check company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Delwinds Insurance Acquisition Corp.)

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Amended Purchaser Charter. Effective upon the Effective Time, the Purchaser shall amend and restate its Certificate of Incorporation in a form mutually agreeable to the form attached as Exhibit E hereto Company and the Purchaser (the “Amended Purchaser Charter”), which Charter”),which shall, among other matters, amend the Purchaser’s Certificate of Incorporation to (i) provide that the name of the Purchaser shall be changed to “FOXO Technologies Aspire Biopharma Holdings, Inc.”, or such other name as mutually agreed to by the Purchaser and the CompanyParties, (ii) provide for size and structure of the Post-Closing Purchaser Board in accordance with Section 5.165.17, and (iii) remove and change certain provisions in the Purchaser’s Certificate of Incorporation related to the Purchaser’s status as a blank check company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PowerUp Acquisition Corp.)

Amended Purchaser Charter. Effective upon the Effective Time, the Purchaser shall amend and restate its Certificate of Incorporation in a form mutually agreeable to the form attached as Exhibit E hereto Company and the Purchaser (the “Amended Purchaser Charter”), which Charter”),which shall, among other matters, amend the Purchaser’s Certificate of Incorporation to (i) provide that the name of the Purchaser shall be changed to “FOXO Technologies Visiox Holdings, Inc.”, or such other name as mutually agreed to by the Purchaser and the CompanyParties, (ii) provide for size and structure of the Post-Closing Purchaser Board in accordance with Section 5.165.17, and (iii) remove and change certain provisions in the Purchaser’s Certificate of Incorporation related to the Purchaser’s status as a blank check company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PowerUp Acquisition Corp.)

Amended Purchaser Charter. Effective upon the Effective Time, the Purchaser shall amend and restate its Certificate of Incorporation in a form mutually agreeable to the form attached as Exhibit E hereto Company and the Purchaser (the “Amended Purchaser Charter”), ) which shall, among other matters, amend the Purchaser’s Certificate of Incorporation to (i) provide that the name of the Purchaser shall be changed to “FOXO Technologies Ocean Biomedical, Inc.”, or such other name as mutually agreed to by the Purchaser and the CompanyParties, (ii) provide for size and structure of the Post-Closing Purchaser Board in accordance with Section 5.165.17, and (iii) remove and change certain provisions in the Purchaser’s Certificate of Incorporation related to the Purchaser’s status as a blank check company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.)

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Amended Purchaser Charter. Effective upon Upon the Effective Time, the Purchaser shall amend and restate its Amended and Restated Certificate of Incorporation in a form to be mutually agreed between the form attached as Exhibit E hereto Purchaser and the Company (the “Amended Purchaser Charter”), ) which shall, among other matters, amend the Purchaser’s Certificate of Incorporation to (i) provide that the name of the Purchaser shall be changed to “FOXO Technologies Inc.”, Danam Health Holding Corporation” or such other name as mutually agreed to by the Purchaser and the CompanyParties, (ii) provide for size and structure of the Post-Closing Purchaser Board in accordance with Section 5.165.17, and (iii) remove and change certain provisions in the Purchaser’s Certificate of Incorporation related to the Purchaser’s status as a blank check company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Artemis Strategic Investment Corp)

Amended Purchaser Charter. Effective upon the Effective Time, the Purchaser shall amend and restate its Certificate of Incorporation in a form mutually agreeable to the form attached as Exhibit E hereto Company and the Purchaser (the “Amended Purchaser Charter”), which Charter”),which shall, among other matters, amend the Purchaser’s Certificate of Incorporation to (i) provide that the name of the Purchaser shall be changed to “FOXO Technologies Tevogen Bio Holdings Inc.”, or such other name as mutually agreed to by the Purchaser and the CompanyParties, (ii) provide for size and structure of the Post-Closing Purchaser Board in accordance with Section 5.165.17, and (iii) remove and change certain provisions in the Purchaser’s Certificate of Incorporation related to the Purchaser’s status as a blank check company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Semper Paratus Acquisition Corp)

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