Redomicile. The Redomicile shall have been completed as provided in Section 7.12 and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company.
Redomicile. Subject to the Supermajority Acquiror Shareholder Approval, Acquiror shall, at least one (1) day prior to the Effective Time, transfer by way of continuation and domesticate to the State of Delaware and become a Delaware corporation in accordance with Section 388 of the DGCL and the CACI by filing a certificate of corporate domestication with respect to the Redomicile and a certificate of incorporation with the Secretary of State of the State of Delaware and by making all filings with the Cayman Islands Registrar of Companies required under the CACI for the deregistration of the Acquiror in the Cayman Islands. Immediately following the Redomicile, the Sponsor Share Conversion will occur and as a result of the Sponsor Share Conversion, the Class B common stock of Acquiror shall convert into Acquiror Common Stock and Acquiror shall adopt as Acquiror’s certificate of incorporation the Acquiror Charter. Acquiror shall effect the Redomicile in such a way that the representations and warranties set forth in ARTICLE V remain true and correct.
Redomicile. Subject to receipt of the Supermajority Acquiror Stockholder Approval, on the day prior to the Closing Date, Acquiror shall cause the Redomicile to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Redomicile, together with the Acquiror Charter, in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Redomicile, and (c) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies. The Redomicile shall become effective at the time when the Certificate of Domestication and the Acquiror Charter have been duly filed with the Secretary of State of the State of Delaware (the “Redomicile Effective Time”).
Redomicile. Prior to the consummation of the Transactions, and subject to the Supermajority Acquiror Stockholder Approval, Acquiror shall take all steps necessary to effect the Redomicile on the day prior to the Closing Date. In connection with the Redomicile, Acquiror shall adopt as Acquiror’s initial certificate of incorporation the form attached hereto as Exhibit E and Acquiror’s initial bylaws in the form attached hereto as Exhibit F. Acquiror shall effect the Redomicile in such a way that Acquiror’s representations and warranties set forth in Article V remain true and correct.
Redomicile. The word “Delaware” in the Preamble of the Agreement and in Exhibit A - Form of Promissory Note, is hereby replaced with the word “Louisiana”, to reflect the fact that the Foundation has redomiciled from Delaware to Louisiana.
Redomicile. No Obligor shall complete a re-domicile process without the prior written consent of the Agent (acting on the instructions of the Majority Lenders (each acting reasonably)).
Redomicile. Each Obligor shall keep the Agent informed about the progress of any re-domicile of the Company and the steps taken towards it and provide any information requested by the Agent (acting on the instructions of the Majority Lenders (each acting reasonably)) in connection with the re-domicile of the Company.
Redomicile. The Company shall not complete any re-domicile of it without the prior written consent of the Agent (acting on the instructions of the Majority Lenders (each acting reasonably)).
Redomicile. The Board of Directors of the Company shall promptly (and in any case, within 180 business days from the date hereof) use their best efforts to prepare and mail to the stockholders of the Company proxy materials requesting authorization to redomicile the Company in the State of Delaware. In connection therewith, the Board of Directors shall (a) adopt proper resolutions authorizing such redomicile, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the stockholders) and (b) within five (5) business days of obtaining such stockholder authorization, file appropriate documents to the Company's articles of incorporation to evidence such actions.
Redomicile. Prior to the consummation of the Transactions, and subject to the Supermajority Acquiror Stockholder Approval, Acquiror shall effect the Redomicile. In connection with the Redomicile, Acquiror shall adopt as Acquiror’s initial certificate of incorporation the form of certificate of incorporation attached hereto as Exhibit L (the “Acquiror Initial Charter”). In accordance with Section 2.04(c) and Section 2.04(d), following the Redomicile, at the Effective Time, Acquiror shall adopt the Acquiror A&R Bylaws and, subject to the Majority Acquiror Stockholder Approval, the Acquiror A&R Charter. Acquiror shall effect the Redomicile in such a way that Acquiror’s representations and warranties set forth in Article V remain true and correct.
