SPAC Merger. Upon the terms and subject to the conditions set forth in this Agreement, in accordance with the DGCL, immediately following confirmation of the effective filing of the Initial Merger, and effective on such date and time as the SPAC Merger becomes effective (the “SPAC Merger Effective Time”), Merger Sub 2 shall be merged with and into SPAC, and the separate corporate existence of Merger Sub 2 shall cease, and SPAC, as the surviving corporation, shall thereafter continue its corporate existence as a wholly owned subsidiary of PubCo. The completion of the Initial Merger is a condition precedent for the completion of the SPAC Merger.
SPAC Merger. At the Effective Time, and subject to and upon the terms and conditions of this Agreement, and such other documents as may be required in accordance with the applicable provisions of the Cayman Islands Companies Act or by any other applicable Law, SPAC and SPAC Merger Sub shall consummate the SPAC Merger, pursuant to which SPAC Merger Sub shall be merged with and into SPAC, with SPAC being the surviving company, following which the separate corporate existence of SPAC Merger Sub shall cease and SPAC shall continue as the surviving company in the SPAC Merger. SPAC, as the surviving company following the SPAC Merger, is hereinafter sometimes referred to as the “SPAC Surviving Subsidiary” (provided, that references to SPAC for periods after the Effective Time shall include the SPAC Surviving Subsidiary).
SPAC Merger. Upon the terms and subject to the conditions set forth in this Agreement, in accordance with the DGCL, immediately following confirmation of the effective filing of the Initial Merger, and effective on such date and time as the SPAC Merger becomes effective (the “SPAC Merger Effective Time”), Merger Sub 2 shall be merged with and into SPAC, and the separate corporate existence of Merger Sub 2 shall cease, and SPAC, as the surviving corporation in the SPAC Merger (the “SPAC Merger Surviving Corporation”), shall thereafter continue its corporate existence as a wholly-owned subsidiary of PubCo. The completion of the Initial Merger is a condition precedent for the completion of the SPAC Merger.
SPAC Merger. Subject to the satisfaction or waiver by the applicable party(ies) of all of the conditions set forth in Article IX of this Agreement, and provided that this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, the parties shall cause the SPAC Merger to be consummated effective at the SPAC Merger Effective Time by filing with the Secretary of State of the State of Delaware a Certificate of Merger (the “SPAC Merger Certificate of Merger”) as provided in Sections 251 and 103 of the DGCL with respect to the SPAC Merger, duly executed and completed in accordance with the relevant provisions of the DGCL.
SPAC Merger. At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of the SPAC, Holdco, SPAC Merger Sub or the holders of any of the following securities:
SPAC Merger. The mergers contemplated by the Merger Agreement shall have been consummated in accordance with the terms thereof or as disclosed in the Proxy Statement, without giving effect to any amendments, modifications, express waivers or express consents under the Merger Agreement that are materially adverse to the Lenders without the consent of the Lenders (such consent not to be unreasonably withheld, conditioned or delayed), as evidenced by the delivery to the Administrative Agent of a file stamped copy of the certificate of merger for the merger of the Borrower and a good standing certificate from the Secretary of State for the State of Delaware for the Borrower under the name Abacus Life, Inc..
SPAC Merger. In order to facilitate the formation of Flexjet, Epic has contributed $1,000 to Flexjet in exchange for all the issued share capital in Flexjet as of the date hereof (the “Initial Flexjet Interest”). At the SPAC Merger Effective Time (which shall in any event follow the consummation Pre-Closing Reorganization), and upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the relevant provisions of the DGCL, the DLLCA and the Cayman Act, (i) SPAC shall be merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving limited liability company of the SPAC Merger and as a direct, wholly-owned subsidiary of Flexjet (such surviving limited liability company, the “SPAC Surviving Sub”), (ii) the separate corporate existence of SPAC shall cease and (iii) the Initial Flexjet Interest shall be automatically converted into and exchanged into the right of Epic to receive an aggregate of $1,000 in cash pursuant to Section 3.1(b) (the “Initial Flexjet Interest Redemption Amount”).
SPAC Merger. Subject to receipt of the SPAC Shareholder Approval, one Business Day prior to the Company Merger Effective Time (which shall also be the calendar day immediately prior to the Closing Date) (and for the avoidance of doubt, prior to the commencement of the Sponsor Exchange and the PIPE Investment and following the Pre-Closing Reorganization), SPAC, Flexjet and Merger Sub 2 shall, in accordance with applicable Law, this Agreement, any applicable rules and regulations of the SEC, the NYSE and each such Person’s Organizational Documents, as applicable, cause the SPAC Merger to become effective, and, in furtherance thereof, substantially simultaneously or immediately following the SPAC Merger, shall (a) adopt the First Amended and Restated Flexjet Charter and First Amended and Restated Flexjet Bylaws, (b) complete, make and procure all those filings required to be made with the Cayman Registrar and the Secretary of State of the State of Delaware in connection with the SPAC Merger, and (c) obtain a certificate of strike-off by way of merger from the Cayman Registrar and a certificate of merger from the Secretary of State of the State of Delaware.
SPAC Merger. At the SPAC Merger Effective Time, upon the terms and subject to the conditions set forth in this Agreement and the DGCL, Merger Sub II shall be merged with and into SPAC, with SPAC being the surviving entity in the SPAC Merger (hereinafter referred to for the periods at and after the SPAC Merger Effective Time as the “SPAC Surviving Company” and, together with the SPV Surviving Company, the “Surviving Companies”). Upon consummation of the SPAC Merger, the separate corporate existence of Merger Sub II shall cease and SPAC, as the SPAC Surviving Company, shall continue its corporate existence under the DGCL as a wholly owned Subsidiary of Pubco.
SPAC Merger. At the SPAC Merger Effective Time, and subject to and upon the terms and conditions of this Agreement, and in accordance with the applicable provisions of the BVI Law and the DGCL, SPAC shall be merged with and into Merger Sub 2, the separate corporate existence of Merger Sub 2 shall cease and SPAC shall continue as the surviving corporation. SPAC as the surviving corporation after the SPAC Merger is hereinafter sometimes referred to as the “SPAC Merger Surviving Corporation”.
