Common use of Domestication Clause in Contracts

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, at least one Business Day prior to the Closing Date, Parent shall cause the Domestication to become effective, including by (i) filing with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar.

Appears in 2 contracts

Samples: Merger Agreement (Aerkomm Inc.), Merger Agreement (IX Acquisition Corp.)

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Domestication. (a) Subject to receipt of the Parent Shareholder Approval, on the day that is at least one Business Day prior to the Closing Date, Parent shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the DGCL and Part XII of the Cayman Companies Act, including by (i) filing with the Secretary of State of the State of Delaware a Certificate certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (ii) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) under the Cayman Companies Act, including Section 206 thereof, in connection with the Domestication, and (iii) obtaining a certificate of de-registration from the Cayman Registrar.

Appears in 1 contract

Samples: Merger Agreement (Swiftmerge Acquisition Corp.)

Domestication. (a) Subject to receipt of the Parent Shareholder Approval, at least one Business Day prior to the Closing Date, Parent shall cause the Domestication to become effective, including by (ia) filing with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the Company, together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar.

Appears in 1 contract

Samples: Registration Rights Agreement (CSLM Acquisition Corp.)

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Domestication. (a) Subject to receipt of the Parent Shareholder Approval, and following the surrender and cancellation of the Parent Class B Ordinary Share pursuant to Section 8.10, on the day that is at least one Business Day prior to the Closing Datedate of the Effective Time, Parent shall cause the Domestication to become effective, including by (ia) filing with the Secretary of State of the State of Delaware a Certificate certificate of Domestication domestication with respect to the Domestication, in form and substance reasonably acceptable to Parent and the CompanyCompany (the “Certificate of Domestication”), together with the Certificate of Incorporation of Parent, in substantially the form attached as Exhibit A to this Agreement (with such changes as may be agreed in writing by Parent and the Company, the “Parent Certificate of Incorporation”), in each case, in accordance with the provisions thereof and Section 388 of the DGCL, (iib) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Islands under the Cayman Companies Act (the “Cayman Registrar”) in connection with the Domestication, and (iiic) obtaining a certificate of de-registration from the Cayman Registrar.

Appears in 1 contract

Samples: Merger Agreement (BYTE Acquisition Corp.)

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