APPROVAL OF PLAN OF MERGER. 1.1 IT IS RESOLVED as a special resolution that: (a) the Company be authorised to merge (the "Merger") with [Merging Company Name] ("the Merging Company"), an exempted company incorporated under the laws of the Cayman Islands, so that the Company be the surviving company and all the undertaking, property and liabilities of the Merging Company shall vest in the Company by virtue of such merger pursuant to the provisions of the Companies Law (2018 Revision) (as amended) (the "Companies Law"); (b) the Plan of Merger in the form annexed hereto and approved by resolution of the Directors of the Company on [Date] and submitted to the members of the Company for their approval (the "Plan of Merger"), be approved and confirmed in all respects; (c) the Company be authorised to enter into the Plan of Merger; (d) there being no holders of any outstanding security interest granted by the Company immediately prior to the Effective Time (as defined in the Plan of Merger), the Plan of Merger be executed by any one Director on behalf of the Company and any Director be authorised to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands; (e) as at the Effective Time (as defined in the Plan of Merger), the Memorandum and Articles of Association of the Company will be in the form attached to the Plan of Merger; (f) all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these Resolutions by any Director or officer of the Company in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.
Appears in 2 contracts
APPROVAL OF PLAN OF MERGER. 1.1 IT IS RESOLVED as a special resolution that:
(a) the Company be authorised to merge (the "Merger") with [Merging Company Name] and into HTC Trading, Inc. ("the Merging Surviving Company"), an exempted company incorporated under the laws of the Cayman Islands, Islands so that the Surviving Company be the surviving company and all the undertaking, property and liabilities of the Merging Company shall vest in the Surviving Company by virtue of such merger pursuant to the provisions of the Companies Law (2018 Revision) (as amended) (the "Companies Law");
(b) the Plan of Merger in the form annexed hereto and approved by resolution of the Directors of the Company on [Date] and submitted to the members member of the Company for their approval (the "Plan of Merger"), be approved and confirmed in all respects;
(c) the Company be authorised to enter into the Plan of Merger;
(d) there being no holders of any outstanding security interest granted by the Company immediately prior to the Effective Time (as defined in the Plan of Merger), the Plan of Merger be executed by any one Director on behalf of the Company and any Director be authorised to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands;
(e) as at the Effective Time (as defined in the Plan of Merger), the Memorandum and Articles of Association of the Surviving Company (being the surviving entity under the Merger) will be in the form attached to the Plan of Merger;; and
(f) all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these Resolutions resolutions by any Director or officer of the Company in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.
Appears in 2 contracts