Redomiciliation. The parties shall complete an examination of the feasibility and desirability of redomiciling the Company to another jurisdiction by no later than the first anniversary of the Closing. Among the factors that will be considered in such examination will be the tax consequences to the Company and its shareholders, the enforceability of agreements such as this Agreement and the Conditions of Administration under the laws of such jurisdiction, the acceptability of such jurisdiction to the capital markets, the corporate governance environment of such jurisdiction and the corporate law regime of such jurisdiction. If the result of such examination is positive, the Company will be redomiciled as soon as practicable. In connection with such redomiciliation, the parties will modify this Agreement and the Conditions of Administration and By-laws of the AK, or enter into agreements and other arrangements substantially the same as this Agreement, the Conditions of Administration and By-laws of the AK, in each case making only such changes as may be necessary to conform such agreements and arrangements to the laws of the Company's new jurisdiction of domicile.
Redomiciliation. The Parties agree that the Redomiciliation will involve, inter alia, the transfer of all the outstanding Broadcom Limited Ordinary Shares to New US Topco, fully paid, free from all Encumbrances and together with all rights, benefits and entitlements as at the Effective Date and thereafter attaching thereto, including the right to receive and retain all dividends, rights and other distributions (if any) declared by the Company on or after the Effective Date. On the Effective Date, upon the effectiveness of the Redomiciliation, New US Topco will hold 100 per cent. of the Broadcom Limited Ordinary Shares.
Redomiciliation. Upon the consummation of the Company’s contemplated redomiciliation from Bermuda to Singapore (the “Redomiciliation”) references in this Agreement to (i) “Common Shares” shall mean “ordinary shares of the Company” and (ii) any references to organizational documents of the Company such as “Bye-laws” shall be deemed to be references to the corresponding organizational documents to be adopted by the Company and thereafter governing the Company under the laws of Singapore. The parties further agree that, upon the consummation of the Redomiciliation, this Agreement shall be amended Mutatis Mutandis to reflect the Redomiciliation.
Redomiciliation. Parent covenants and agrees that as promptly as practicable following the Closing, Parent shall take all actions reasonably necessary to seek to cause Parent and its subsidiaries to be redomiciled from the United Kingdom to the United States by way of initiation of a court-sanctioned scheme of arrangement under the United Kingdom’s Companies Act 2006 or such other means as the Parent Board shall deem appropriate and advisable in compliance with applicable Law and the applicable listing requirements of Nasdaq (the “Redomiciliation”). The Redomiciliation shall be subject to obtaining the approval of Parent Shareholders and applicable Governmental Authorities (including the Courts of England and Wales), including approval by Parent Shareholders at its annual general meeting or, if Parent deems appropriate, at such shareholder and court meetings which as shall be convened to address in connection with the implementation of the Redomiciliation.
Redomiciliation. 13.1. In the event that Daenerys transfers its business registration from Singapore to another jurisdiction (country), you agree and understand that all provisions of this Agreement and any other agreement you may have with Daenerys shall survive such redomiciliation, unless earlier terminated under Section 6 of this Agreement.
Redomiciliation. (a) After all of the conditions set forth in Article VIII and Article IX have been satisfied or, to the extent permitted by applicable Law, waived by the applicable Party or Parties entitled to the benefit thereof (other than the Redomiciliation Condition and those conditions that by their nature only can be satisfied at the Closing, but subject to the satisfaction or waiver thereof at such time), and following the Pre-Closing Merger, Buyer will change its jurisdiction of incorporation from the State of Nevada to Gibraltar by (i) deregistering as a corporation in accordance with Chapter 92A of the Nevada Act and (ii) continuing and re-domiciling as a Gibraltar public company pursuant to and in accordance with the Companies Act and the Companies Regulations (the “Redomiciliation”). Buyer will effect the Redomiciliation by (A) filing all applicable notices, undertakings and other documents required to be filed, paying all applicable fees required to paid, and causing the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under the Nevada Act and in accordance therewith and (B) filing an application for establishing domicile in Gibraltar, in form and substance acceptable to Buyer and in compliance with the Companies Act and the Companies Regulations (the “Redomiciliation Application”), in accordance with the Companies Act and the Companies Regulations. The Redomiciliation shall become effective under the Companies Act and the Companies Regulations at the time the Redomiciliation Application is accepted by the Registrar of Companies in Gibraltar and the Registrar of Companies in Gibraltar has issued the Gibraltar Charter certifying that Buyer has established domicile in Gibraltar. The time at which the Redomiciliation actually becomes effective under the Companies Act is referred to herein as the “Redomiciliation Effective Time.”
(b) At the Redomiciliation Effective Time, the Organizational Documents of Buyer shall be amended and restated such that (i) the Gibraltar Charter shall become the equivalent of the articles of incorporation of Buyer until thereafter amended or otherwise modified in accordance with the applicable provisions of the Companies Act, and (ii) the Gibraltar Articles shall be the memorandum and articles of association of Buyer until thereafter amended, restated, supplemented, or otherwise modified in accordance with the applicable provisions thereof and of the Companies Act. As part of the Redomici...
Redomiciliation. Prior to a Redomiciliation (as defined below), the Company will use reasonable efforts to provide arrangements for Redmile and its Affiliates to exchange or convert, upon such Redomiciliation or within a reasonable time thereafter, their Shares exceeding 9.99% of outstanding Shares immediately after such Redomiciliation for the same amount of non-voting securities (including, without limitation, warrants or preferred shares) that include a 9.99% beneficial ownership blocker. For the purposes of this Agreement, “Redomiciliation”, with respect to the Company, means the Company becoming incorporated in any state of the United States or merging into a corporation incorporated in any state of the Unites States for the sole purpose of changing the Company’s domicile.
Redomiciliation. It is the intention of the parties to effect a redomiciliation of the Company to Delaware (the "REDOMICILIATION") at a time and in a manner determined by the Company. Following the Redomiciliation, this Agreement shall apply, MUTATIS MUTANDIS, to the Company as redomiciled in Delaware and to the common stock of the Company held by the Shareholders.
Redomiciliation. It is the intention of the parties to effect a redomiciliation of the Company to Delaware (the "REDOMICILIATION") at a time and in a manner determined by the Company. Each Shareholder shall take all action provided for under the terms of the Ordinary Shares held by them, including by way of voting their Ordinary Shares and/or executing consents in writing in lieu of a meeting of shareholders, to facilitate and effectuate the Redomiciliation. Following the Redomiciliation, this Agreement shall apply, MUTATIS MUTANDIS, to the Company as redomiciled in Delaware and to the common stock of the Company held by the Shareholders.
Redomiciliation. The Redomiciliation shall have been completed as provided in Section 1.12, and a “Certificate of Redomiciliation of a Company” as to the Redomiciliation given by the Registrar of Companies in Gibraltar shall have been delivered to Buyer (the “Redomiciliation Condition”).
