New PubCo and Merger Sub. (a) New PubCo is an exempted company duly incorporated with limited liability, validly existing and in good standing under the laws of the Cayman Islands. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of New PubCo and Merger Sub has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except as would not be material to New PubCo and Merger Sub, taken as a whole, or have a Company Material Adverse Effect. True, complete and correct copies of the Governing Documents of New PubCo and Merger Sub as currently in effect as of the date of this Agreement have been made available to SPAC. Neither New PubCo nor Merger Sub is in breach or violation of any of the provisions of its Governing Documents in any material respect. Each of New PubCo and Merger Sub is duly qualified or licensed to do business as a foreign corporation or limited liability company in, and is in good standing under the Legal Requirements of, each jurisdiction in which it is conducting its business, or the operation, ownership or leasing of its properties, makes such qualification or licensing necessary other than in such jurisdictions where the failure to so qualify would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
New PubCo and Merger Sub. (a) Since their respective dates of incorporation or formation, as applicable, neither New Pubco nor Merger Sub has carried on any business or conducted any operations other than the execution of this Agreement and any other Transaction Agreement to which it a party, the performance of its obligations hereunder or thereunder and matters ancillary thereto.
