Execution and Filing of Initial Merger Filing Documents. At the Closing, and prior to the SPAC Merger, subject to the satisfaction or waiver of all of the conditions set forth in this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Merger Sub 1 and the Company shall cause the Plan of Initial Merger, together with such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Act or by any other applicable Law to make the Initial Merger effective (collectively, the “Initial Merger Filing Documents”), to be executed and duly submitted for filing with the Cayman Islands Registrar in accordance with the applicable provisions of the Cayman Companies Act. The Initial Merger shall become effective at such time as the Plan of Initial Merger are duly registered by the Cayman Islands Registrar, or at such later time as Merger Sub 1 and the Company mutually agree in writing with the written consent of SPAC (subject to the requirements of the Cayman Companies Act) and as set forth in the Plan of Initial Merger (such date and time as the Initial Merger becomes effective, the “Initial Merger Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacifico Acquisition Corp.), Agreement and Plan of Merger (Pacifico Acquisition Corp.)
Execution and Filing of Initial Merger Filing Documents. At the Closing, and prior to the SPAC Merger, subject to the satisfaction or waiver of all of the conditions set forth in this Agreement, and provided that this Agreement has not theretofore been terminated pursuant to its terms, Merger Sub 1 and the Company Holdco shall cause the Plan of Initial Merger, together with such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Act or by any other applicable Law to make the Initial Merger effective (collectively, the “Initial Merger Filing Documents”), to be executed and duly submitted for filing with the Cayman Islands Registrar in accordance with the applicable provisions of the Cayman Companies Act. The Initial Merger shall become effective at such time as the Plan of Initial Merger are is duly registered by the Cayman Islands Registrar, or at such later time as Merger Sub 1 and the Company mutually agree in writing with the written consent of SPAC (subject to the requirements of the Cayman Companies Act) and as set forth in the Plan of Initial Merger (such date and time as the Initial Merger becomes effective, the “Initial Merger Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plutonian Acquisition Corp.), Agreement and Plan of Merger (Aquaron Acquisition Corp.)
Execution and Filing of Initial Merger Filing Documents. At the Closing, and immediately prior to the SPAC Merger, subject to the satisfaction or waiver of all of the conditions set forth in this Agreement, and provided this Agreement has not theretofore been earlier terminated pursuant to its terms, Merger Sub 1 and the Company shall cause the Plan of Initial Merger, together with such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Act or by any other applicable Law to make the Initial Merger effective (collectively, the “Initial Merger Filing Documents”), to be executed and duly submitted for filing with the Cayman Islands Registrar in accordance with the applicable provisions of the Cayman Companies Act. The Initial Merger shall become effective at such time as the Plan of Initial Merger are is duly registered by the Cayman Islands Registrar, or at such later time as Merger Sub 1 and the Company mutually agree in writing with the written consent of SPAC (subject to the requirements of the Cayman Companies Act) and as set forth in the Plan of Initial Merger (such date and time as the Initial Merger becomes effective, the “Initial Merger Effective Time”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RF Acquisition Corp.), Agreement and Plan of Merger (RF Acquisition Corp.)
Execution and Filing of Initial Merger Filing Documents. At the Closing, and immediately prior to the SPAC Initial Merger, subject to the satisfaction or waiver of all of the conditions set forth in this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, SPAC and Merger Sub 1 shall execute and cause to be filed with the Company shall cause Registrar of Companies of the Cayman Islands, the Plan of Initial Merger, together with Merger and such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Act or by any other applicable Law to make the Initial Merger effective (collectively, the “Initial Merger Filing Documents”), to be executed and duly submitted for filing with the Cayman Islands Registrar in accordance with the applicable provisions of the Cayman Companies Act. The Initial Merger shall become effective at such the time as when the Plan of Initial Merger are duly has been registered by the Registrar of Companies of the Cayman Islands Registrar, or at such later time as Merger Sub 1 and may be agreed by the Company mutually agree and SPAC in writing with the written consent of SPAC (subject to the requirements of the Cayman Companies Act) and as set forth specified in the Plan of Initial Merger pursuant to the Cayman Act (such date and time as being not later than the Initial Merger becomes effective, 90th day after registration by the Registrar of Companies of the Cayman Islands) (the “Initial Merger Effective Time”).
Appears in 2 contracts
Samples: Business Combination Agreement (Lanvin Group Holdings LTD), Business Combination Agreement (Primavera Capital Acquisition Corp.)
Execution and Filing of Initial Merger Filing Documents. At Immediately following the Closing, completion of the Sponsor Share Conversion and on the Business Day prior to the SPAC MergerClosing Date, subject to the satisfaction or waiver of all of the conditions set forth in this AgreementAgreement (other than those conditions that by their nature are to be satisfied by actions taken at the Closing), and provided this Agreement has not theretofore been terminated pursuant to its terms, SPAC and Merger Sub 1 shall execute and cause to be filed with the Company shall cause Registrar of Companies of the Cayman Islands, the Plan of Initial Merger, together with Merger and such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Act or by any other applicable Law to make the Initial Merger effective (collectively, the “Initial Merger Filing Documents”), to be executed and duly submitted for filing with the Cayman Islands Registrar in accordance with the applicable provisions of the Cayman Companies Act. The Initial Merger shall become effective at such the time as when the Plan of Initial Merger are duly has been registered by the Registrar of Companies of the Cayman Islands Registrar, or at such later time as Merger Sub 1 and may be agreed by the Company mutually agree and SPAC in writing with the written consent of SPAC (subject to the requirements of the Cayman Companies Act) and as set forth specified in the Plan of Initial Merger pursuant to the Cayman Act (such date and time as being not later than the 90th day after registration of the Plan of Initial Merger becomes effective, by the Registrar of Companies of the Cayman Islands) (the “Initial Merger Effective Time”).
Appears in 1 contract
Samples: Business Combination Agreement (APRINOIA Therapeutics Holdings LTD)
Execution and Filing of Initial Merger Filing Documents. At the Closing, and prior to the SPAC Merger, subject to the satisfaction or waiver of all of the conditions set forth in this Agreement, and provided that this Agreement has not theretofore been terminated pursuant to its terms, Merger Sub 1 I and the Company shall cause the Plan of Initial Merger, together with such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Act or by any other applicable Law to make the Initial Merger effective (collectively, the “Initial Merger Filing Documents”), to be executed and duly submitted for filing with the Cayman Islands Registrar in accordance with the applicable provisions of the Cayman Companies Act. The Initial Merger shall become effective at such time as the Plan of Initial Merger are is duly registered by the Cayman Islands Registrar, or at such later time as Merger Sub 1 I and the Company mutually agree in writing with the written consent of SPAC (subject to the requirements of the Cayman Companies Act) and as set forth in the Plan of Initial Merger (such date and time as the Initial Merger becomes effective, the “Initial Merger Effective Time”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aquaron Acquisition Corp.)