Domestication and Mergers Sample Clauses

Domestication and Mergers. (a) Prior to Closing, on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the Companies Act and the DGCL, Acquiror shall file the application for de-registration (on the basis of registration by way of continuation in the State of Delaware) as an exempted company with the Cayman Registry. Upon receipt of the approval of the Cayman de-registration (or otherwise on the effective date thereof and subject to receiving the Required Shareholder Approval), Acquiror shall promptly file with the Secretary of State of Delaware both the Certificate of Domestication and the Certificate of Incorporation to redomicile as a Delaware corporation (“Acquiror Delaware Corporation”). The Plan of Domestication shall constitute a plan of domestication for purposes of Section 388 of the DGCL and shall include the corporate acts identified therein and any act or transaction contemplated by this Agreement. Approval of the Plan of Domestication by the Required Acquiror Shareholder Approval shall constitute approval of each of the corporate acts identified therein and any act or transaction contemplated by this Agreement for purposes of Section 388 of the DGCL. For the avoidance of doubt, references to the Acquiror for periods after the Domestication Effective Time shall include the Acquiror Delaware Corporation. (b) At the Acquisition Effective Time (as defined below), on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL, Merger Sub 1 shall be merged with and into the Company, following which the separate corporate existence of Merger Sub 1 shall cease and the Company shall continue as the Surviving Acquisition Corporation and as a direct, wholly owned subsidiary of Acquiror (provided that references to the Company for periods after the Acquisition Effective Time shall include the Surviving Acquisition Corporation). (c) At the Reorganization Effective Time, on the terms and subject to the conditions set forth herein and in accordance with the application provisions of the DGCL and DLLCA, the Surviving Acquisition Corporation shall be merged with and into Merger Sub 2, following which the separate corporate existence of the Surviving Acquisition Corporation shall cease and Merger Sub 2 shall continue as the surviving entity of such merger (the “Second Surviving Entity”) (provided that references to the Company for periods after the Reorganization Effective ...
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Related to Domestication and Mergers

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Definitions For purposes of this Agreement:

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • NOW, THEREFORE the parties hereto agree as follows:

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