Side Letter; Domestication Clause Samples
The "Side Letter; Domestication" clause defines the process and conditions under which parties may enter into a side letter—an additional agreement that supplements or modifies the main contract—and addresses the formal recognition or adaptation of the agreement in different legal jurisdictions (domestication). In practice, this clause allows parties to negotiate specific terms or exceptions that apply only to certain signatories, and ensures that the contract or its amendments are valid and enforceable if the parties operate across different states or countries. Its core function is to provide flexibility for individualized arrangements while maintaining the legal integrity and enforceability of the agreement across various jurisdictions.
Side Letter; Domestication. The Side Letter was terminated simultaneously with the termination of the Subscription Agreement pursuant to that certain notice of termination, dated as of July 30, 2022, by OCM to ACE and Tempo (the “Notice of Termination”), which Notice of Termination was duly delivered and is effective in accordance with its terms. On November 22, 2022, ACE Convergence Acquisition Corp. deregistered as a Cayman Islands exempted company, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which ACE was domesticated and continues as a Delaware corporation under the name “Tempo Automation Holdings, Inc.”
