The Purchaser Merger Sample Clauses

The Purchaser Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement and in accordance with the applicable provisions of Companies Act and other applicable Law, Purchaser Merger Sub and the Purchaser shall consummate the Purchaser Merger, pursuant to which Purchaser Merger Sub shall be merged with and into the Purchaser, following which the separate corporate existence of Purchaser Merger Sub shall cease to exist, Purchaser Merger Sub will be struck off the Register of Companies in the Cayman Islands, and Purchaser shall continue as the surviving company (within the meaning of the Companies Act) in the Purchaser Merger in accordance with the Purchaser Plan of Merger and the Companies Act. The Purchaser as the surviving company after the Purchaser Merger is hereinafter sometimes referred to as “Purchaser Surviving Corporation” (provided, that references to the Purchaser for periods after the Effective Time shall include Purchaser Surviving Corporation). As a result of the Purchaser Merger, the Purchaser Surviving Corporation will become a wholly-owned subsidiary of Pubco.

The Purchaser Merger. (i) Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser Merger Sub will merge with and into VINE at the Purchaser Merger Effective Time. Following the Purchaser Merger Effective Time, the separate existence of the Purchaser Merger Sub shall cease and VINE shall continue as the surviving company in the Purchaser Merger (the “VINE Surviving Subsidiary”) and a wholly owned Subsidiary of Pubco. (ii) At the Closing, the Parties hereto shall cause a certificate of merger, in a form reasonably acceptable to VINE and the Company (the “Purchaser Certificate of Merger”), to be executed and filed with the Secretaries of State of the State of Delaware and the State of Nevada, as applicable. The Purchaser Merger shall become effective on the date and at the time at which the Purchaser Certificate of Merger is accepted for filing by the Secretaries of State of the State of Delaware and State of Nevada, as applicable, or at such later date and/or time as is agreed by VINE, Purchaser Merger Sub, and the Company, and specified in the Purchaser Certificate of Merger (the time the Purchaser Merger becomes effective being referred to herein as the “Purchaser Merger Effective Time”). (iii) The Purchaser Merger shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Purchaser Merger Effective Time, all of the assets, properties, rights, privileges, powers and franchises of VINE and Purchaser Merger Sub shall vest in the VINE Surviving Subsidiary and all debts, liabilities, obligations, restrictions, disabilities and duties of each of VINE and Purchaser Merger Sub shall become the debts, liabilities, obligations and duties of the VINE Surviving Subsidiary, in each case, in accordance with the DGCL. (iv) At the Purchaser Merger Effective Time, the Governing Documents of Purchaser Merger Sub shall become the Governing Documents of the VINE Surviving Subsidiary except that the name of the VINE Surviving Subsidiary shall be “Fresh Vine Wine, Inc.” (v) At the Purchaser Merger Effective Time, the directors and executive officers of the VINE Surviving Subsidiary shall be the same as the board of directors and executive officers of Pubco, each to hold office in accordance with the Governing Documents of the VINE Surviving Subsidiary until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation o...

The Purchaser Merger. At the Effective Time and subject to and upon the terms and conditions of this Agreement, and following the Domestication (as described in Section 1.8), and in accordance with the applicable provisions of the DGCL, Purchaser Merger Sub and Purchaser shall consummate the Purchaser Merger, pursuant to which Purchaser Merger Sub shall be merged with and into Purchaser, following which the separate corporate existence of Purchaser Merger Sub shall cease and Purchaser shall continue as the surviving corporation in the Purchaser Merger. The Purchaser as the surviving corporation after the Purchaser Merger is hereinafter sometimes referred to as “Purchaser Surviving Subsidiary” (provided, that references to Purchaser for periods after the Effective Time shall include Purchaser Surviving Subsidiary).