Delaware Domestication. Unless waived in writing by the Organitech Shareholders, Incubate shall have transferred its domestication to Delaware prior to Closing, to the end that at Closing, Incubate shall be a validly existing Delaware corporation; and all of the representations, warranties and covenants of Incubate set forth herein shall be deemed modified to the limited extent necessary to reflect its Delaware (rather than Colorado) jurisdiction of incorporation.
Delaware Domestication. At or prior to the Closing, the shareholders of Purchaser shall cause the Domestication to occur in accordance with Section 388 of the DGCL and the Cayman Islands Act by filing (i) a Certificate of Incorporation under the DGCL for a new Delaware entity and (ii) a Certificate of Corporate Domestication.
