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 ...