SPAC Merger Effective Time. On the Closing Date, upon the terms and subject to the conditions of this Agreement, immediately following the Company Merger Effective Time, SPAC shall file with the Secretary of State of the State of Delaware a certificate of merger, substantially in the form attached hereto as Exhibit D (the “Certificate of SPAC Merger”). The SPAC Merger shall become effective at the time of the filing of such Certificate of SPAC Merger or at such later time permitted by the DGCL as may be agreed by the Company and SPAC and specified in the Certificate of SPAC Merger (the “SPAC Merger Effective Time”).
SPAC Merger Effective Time. The SPAC Merger shall become effective at the time that (i) the SPAC Merger Documents are filed with and accepted by the Registrar and (ii) the Certificate of Merger is filed with and accepted by the Secretary of State of the State of Delaware, and otherwise in accordance with the terms of the Certificate of Merger (the “SPAC Merger Effective Time”).
SPAC Merger Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, one Business Day (which shall also be one calendar day) prior to the Company Merger Effective Time, SPAC, Flexjet and Merger Sub 2 shall (i) cause a certificate of merger (the “SPAC Merger Certificate”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLLCA and (ii) cause a plan of merger (the “SPAC Plan of Merger”) to be executed and filed with the Cayman Registrar in accordance with the relevant provisions of the Cayman Act. The SPAC Merger shall become effective at the later of (A) the time when the SPAC Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware and (B) the date when the SPAC Plan of Merger has been filed with the Cayman Registrar and in any event, shall become effective one Business Day (which shall also be one calendar day) prior to the Company Merger Effective Time (the “SPAC Merger Effective Time”). Prior to the filing of the SPAC Merger Certificate and SPAC Plan of Merger, Flexjet shall deliver to SPAC the written resignations of all of the directors and officers of Flexjet and Merger Sub 2, effective as of the SPAC Merger Effective Time.
SPAC Merger Effective Time. The SPAC Merger shall become effective at the time that the SPAC Merger Documents are filed with and accepted by the Registrar (the “SPAC Merger Effective Time”). At the SPAC Merger Effective Time, the separate existence of SPAC shall cease and New SPAC shall continue its existence under the Cayman Islands Companies Law as the surviving company. The SPAC Merger shall have the effects set forth in the Cayman Islands Companies Law, this Agreement and the Plan of Merger.
SPAC Merger Effective Time. Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, and provided that this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, Merger Sub II and SPAC shall execute a certificate of merger (the “Merger Certificate”) and file the Certificate of Merger and any other documents required to effect the SPAC Merger pursuant to the DGCL with the Secretary of State of the State of Delaware, in accordance with the DGCL. The SPAC Merger shall become effective at the time when the Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by Merger Sub II and SPAC in writing and specified in the Merger Certificate (the “SPAC Merger Effective Time” and, together with the SPV Merger Effective Time, the “Effective Time”); provided, that for the avoidance of doubt, the SPAC Merger Effective Time shall in all events be one hour subsequent to the SPV Merger Effective Time, and the SPV Holdco Merger shall be a condition to the closing of the SPAC Merger.
SPAC Merger Effective Time. The parties hereto shall cause the SPAC Merger to be consummated by filing a certificate of merger (the “SPAC Merger Certificate”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL, and the filing of the Plan of Merger (the “PM1”) (and other documents required by the BVI Law) with the Registrar of Corporate Affairs of the BVI (the “Registrar”), in accordance with the relevant provisions of the BVI Business Companies Act. The effective time of the SPAC Merger shall be the later of the acceptance of the SPAC Merger Certificate and the time that PM1 are duly registered by the Registrar, or such later time as specified in the SPAC Merger Certificate and PM1, being the “SPAC Merger Effective Time.”
SPAC Merger Effective Time. The SPAC Merger shall become effective at the time the Plan of Merger has been registered by the Registrar of Companies of the Cayman Islands (the “Registrar”) or at such other later date and time as is agreed between the Parties and specified in the Plan of Merger (such date and time is hereinafter referred as the “SPAC Merger Effective Time”). At the SPAC Merger Effective Time, the separate existence of SPAC shall cease and New SPAC shall continue its existence under the Cayman Islands Companies Act (as revised) (the “Cayman Islands Companies Act”) as the surviving company. The SPAC Merger shall have the effects set forth in the Cayman Islands Companies Act, this Agreement and the Plan of Merger.
SPAC Merger Effective Time. The SPAC Merger shall become effective at the time the Plan of Merger has been registered by the Registrar of Companies of the Cayman Islands (the “Registrar”) (such date and time is hereinafter referred as the “SPAC Merger Effective Time”). At the SPAC Merger Effective Time, Merger Sub shall merge with and into SPAC, the separate existence of Merger Sub shall cease and SPAC shall continue its existence under the Cayman Islands Companies Act (As Revised) (the “Cayman Islands Companies Act”) as the Surviving Company and as a direct, wholly owned Subsidiary of Irish Holdco.
