The Domestication. Prior to the Effective Time, the SPAC shall continue out of the British Virgin Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to Section 184 of the BVI Act and Section 388 of the DGCL (the “Domestication”). Subject to the receipt of the approval of the shareholders of the SPAC of the Domestication, prior to the Closing, the SPAC shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a certificate of domestication with respect to the Domestication, in form and substance reasonably acceptable to the parties and adopting Delaware Organizational Documents in substantially the form attached as Exhibit E hereto (the “Domestication Organizational Documents”), (b) completing, making and procuring all filings required to be made with the Registrar of Corporate Affairs of the British Virgin Islands under the BVI Act in connection with the Domestication, and receiving confirmation from the Registrar of Corporate Affairs of the British Virgin Islands of receipt thereof and (c) requesting, prior to the Closing, and obtaining (which may occur promptly following the Closing) a certificate of discontinuance from the Registrar of Corporate Affairs of the British Virgin Islands. In connection with the Domestication, all of the issued and outstanding SPAC Shares, SPAC Rights and SPAC Warrants shall remain outstanding and become substantially identical securities of the SPAC as a Delaware corporation.
The Domestication. After the Reorg Effective Time, and on the Domestication Date, Parent shall cause the Domestication to become effective by filing (i) a Notice of Continuation Out of the British Virgin Islands together with supporting documents with the Registrar and the Parent shall have received a Certificate of Discontinuance, (ii) a Plan of Domestication pursuant to Sections 265 and 388 of the DGCL, (iii) the Certificate of Domestication and (iv) the Delaware Parent Certificate of Incorporation, as to (ii) through (iv), with the Delaware Secretary of State. As of the effectiveness of the Domestication, the bylaws in the form of Exhibit E hereto (the “Delaware Parent Bylaws”) shall be the bylaws of Delaware Parent. Delaware Parent shall be named “Triller Inc.” or some variation thereof that includes the “Triller” name, and its Nasdaq stock ticker will be amended to “ILLR.”
The Domestication. (a) After all of the conditions set forth in Article VIII 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 Domestication Condition and those conditions that by their nature or terms are to be satisfied at the Initial Closing or the Acquisition Closing), but on the Closing Date, SPAC shall change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by (i) deregistering as a Cayman Islands exempted company pursuant to and in accordance with Sections 206 through 209 of the Companies Act and (ii) continuing and domesticating as a Delaware corporation pursuant to and in accordance with Section 388 of the DGCL (the “Domestication”). SPAC will effect the Domestication by (A) filing all applicable notices, undertakings and other documents required to be filed, in form and substance reasonably satisfactory to the Company, 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 Section 206 of the Companies Act and in accordance therewith and (B) filing a certificate of corporate domestication, in form and substance reasonably acceptable to the Company (the “Certificate of Domestication”), and the SPAC Delaware Charter simultaneously with the Delaware Secretary of State in accordance with Section 388 of the DGCL. The Domestication shall become effective under the DGCL at the time the Certificate of Domestication and the SPAC Delaware Charter are accepted for filing by the Delaware Secretary of State or at such later time as may be mutually agreed by the Company and SPAC and specified in each of the Certificate of Domestication and the SPAC Delaware Charter. The time at which the Domestication actually becomes effective under the DGCL is referred to herein as the “Domestication Effective Time”.
The Domestication. After the Reorg Effective Time, and on the Domestication Date, Parent shall cause the Domestication to become effective by filing (i) a Notice of Continuation Out of the Virgin Islands together with supporting documents with the Registrar and the Parent shall have received a Certificate of Discontinuance, (ii) a Plan of Domestication pursuant to Sections 265 and 388 of the DGCL, (iii) the Certificate of Domestication and (iv) the Delaware Parent Certificate of Incorporation, as to (ii) through (iv), with the Delaware Secretary of State. As of the effectiveness of the Domestication, the bylaws in the form of Exhibit E hereto (the “Delaware Parent Bylaws”) shall be the bylaws of Delaware Parent.
The Domestication. On the Closing Date prior to the Blocker Effective Time, the Buyer Effective Time and the Effective Time, the Domestication shall occur.
The Domestication. Prior to the Closing and the Effective Time, Acies shall cause the Domestication to become effective, including by:
The Domestication
