The Redomiciliation Sample Clauses

The Redomiciliation. Pursuant to, and subject to the terms and conditions of, the Common Draft Terms of Cross-Border Merger, FREYR Luxembourg and FREYR Delaware shall implement a cross-border merger in accordance with Articles 1020-1 to 1021-19 of Chapter 2 on Mergers of the Luxembourg Law, whereby each of (i) the issued and outstanding Ordinary Shares (other than any Treasury Shares) immediately prior to the Effective Time will automatically be cancelled and FREYR Delaware shall issue as consideration therefor one (1) validly issued, fully paid an non-assessable Common Stock per Ordinary Share to the shareholders of FREYR Luxembourg and (ii) the issued and outstanding FREYR Warrants shall be exercisable for one (1) Common Stock and assumed by FREYR Delaware (the “Redomiciliation”).
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
The Redomiciliation. (a) Pursuant to, and subject to the terms and conditions of, the Implementation Agreement, Broadcom and Holdco shall implement a scheme of arrangement under Singapore law in accordance with Section 210 of the SCA, whereby all of the Broadcom Ordinary Shares will be transferred from the holders of such Broadcom Ordinary Shares to Holdco and in consideration of which Holdco shall issue to such holders one (1) validly issued, fully paid and non-assessable Holdco Share for each such Broadcom Ordinary Share transferred to Holdco (the “Redomiciliation”). (b) Notwithstanding anything to the contrary in the Implementation Agreement, Broadcom and Holdco shall not modify or amend the Implementation Agreement if such modification or amendment would be adverse to the Company or prevent, impede or delay the consummation of the Merger, in each case without the prior written consent of the Company.
Sample 1
The Redomiciliation. (a) Subject to the satisfaction, or to the extent legally permitted, waiver of the Closing Conditions (other than the MDC Merger Approval and those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent legally permitted, waiver of those conditions at the Closing), and at least three (3) Business Days prior to the Closing, MDC shall cause the Redomiciliation to become effective, including by: (i) filing with the Secretary of State a certificate of corporate domestication with respect to the Redomiciliation (the “Certificate of Domestication”), in form and substance reasonably acceptable to Stagwell, together with the MDC Delaware Certificate of Incorporation, in each case, in accordance with the provisions hereof and the DGCL; (ii) completing and making and procuring all those filings required to be made under the CBCA in connection with the Redomiciliation, including an application for a letter of satisfaction from Corporations Canada; and (iii) obtaining a certificate of discontinuance (the “Certificate of Discontinuance”) from the director appointed under Section 260 of the CBCA; and (iv) immediately following the filing of the Certificate of Domestication and the MDC Delaware Certificate of Incorporation with the Secretary of State, causing the incorporator of MDC to adopt the MDC Delaware Bylaws as its bylaws until thereafter amended in accordance with the provisions thereof and the DGCL and appoint the directors of MDC. (b) In accordance with applicable Law, at the effective time of the Redomiciliation (the “Redomiciliation Effective Time”), by virtue of the Redomiciliation, and without any action on the part of any MDC Shareholder: (i) each MDC Class A Share outstanding immediately prior to the Redomiciliation Effective Time (excluding any Dissenting MDC Shares) shall be converted into one (1) validly issued, fully paid and non-assessable share of MDC Delaware Class A Common Stock; (ii) each MDC Class B Share outstanding immediately prior to the Redomiciliation Effective Time (excluding any Dissenting MDC Shares) shall be converted into one (1) validly issued, fully paid and non-assessable share of MDC Delaware Class B Common Stock; (iii) each MDC Series 4 Preferred Share outstanding immediately prior to the Redomiciliation Effective Time (excluding any Dissenting MDC Shares) shall be converted into one (1) validly issued, fully paid and non-assessable share of MDC Delaware Series 4 Pref...
Sample 1
The Redomiciliation 
Sample 1Sample 2

Related to The Redomiciliation

  • On Reconciliation and Settlement If the year-end reconciliation and settlement process demonstrates that the HSP received Funding in excess of its confirmed funds, the LHIN will require the repayment of the excess Funding.

  • Resignation Consolidation or Merger of Warrant Agent 8.02.1. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days' notice to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after receiving notification of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent. 8.02.2. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed. The predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder and the successor Warrant Agent shall execute and deliver an instrument accepting the same. Upon request of any successor Warrant Agent, the Company and the predecessor Warrant Agent shall make, execute, acknowledge, and deliver any and all instruments in writing in order to more fully and effectually vest in and confirm to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 8.02.3. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment. 8.02.4. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party may be the successor Warrant Agent under this Agreement upon delivery to the Company of an agreement whereby such successor shall assume all obligations of the Warrant Agent hereunder.

  • Successor to Escrow Agent Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction.

  • Application and Operation Subject Matter No. Clause PART 1 - APPLICATION AND OPERATION Title 1.1 Arrangement 1.2 Objectives 1.3 Commencement date 1.4 Coverage 1.5 Exemptions from coverage 1.6 Relationship with other Industrial instruments 1.7 Definitions 1.8 Commitment of parties 1.9 Transitional arrangements 1.10 PART 2 - TRAINING CONDITIONS Training conditions 2.1 PART 3 - EMPLOYMENT CONDITIONS General 3.1 Part-time apprentices or trainees 3.2 School-based apprentices or trainees 3.3 Alternative employment arrangements 3.4 PART 4 - WAGES AND RELATED MATTERS General 4.1 Entry wage level 4.2 Wage progressions 4.3 Completion of apprenticeship or traineeship 4.4 Part-time apprentices or trainees 4.5 School-based apprentices or trainees 4.6 Areas of employment not covered by an Industrial instrument 4.7 Existing employees 4.8 Adult apprentices and trainees 4.9 Pre-employment, pre-trade, pre-apprenticeship, pre-vocational and other full-time institutional training 4.10 Apprentices and trainees with a disability 4.11 Payment for supervised training 4.12 Supply of tools 4.13 PART 5 -DISPUTE RESOLUTION AND INDUSTRIAL RELATIONS MATTERS Grievance and dispute settlement procedures 5.1 Industrial relations 5.2 SCHEDULES Generic Wage Progression Arrangements for Apprentices and Trainees Schedule Community Services and Health Industries Schedule

  • Withdrawal of Property from Market or Termination of Discussions Potential Investor acknowledges that the Property has been offered for sale subject to withdrawal of the Property from the market at any time or rejection of any offer because of the terms thereof, or for any other reason whatsoever, without notice, as well as the termination of discussions with any party at any time without notice for any reason whatsoever.

  • Delegation and Operation OF TOP–LEVEL DOMAIN; REPRESENTATIONS AND WARRANTIES

  • Application and Operation of Agreement Table Of Contents

  • Monitoring and Risk Assessment of Securities Depositories Prior to the placement of any assets of the Fund with a non-U.S. Securities Depository, the Custodian: (a) shall provide to the Fund or its authorized representative an assessment of the custody risks associated with maintaining assets within such Securities Depository; and (b) shall have established a system to monitor the custody risks associated with maintaining assets with such Securities Depository on a continuing basis and to promptly notify the Fund or its Investment Adviser of any material changes in such risk. In performing its duties under this subsection, the Custodian shall use reasonable care and may rely on such reasonable sources of information as may be available including but not limited to: (i) published ratings; (ii) information supplied by a Subcustodian that is a participant in such Securities Depository; (iii) industry surveys or publications; (iv) information supplied by the depository itself, by its auditors (internal or external) or by the relevant Foreign Financial Regulatory Authority. It is acknowledged that information procured through some or all of these sources may not be independently verifiable by the Custodian and that direct access to Securities Depositories is limited under most circumstances. Accordingly, the Custodian shall not be responsible for errors or omissions in its duties hereunder provided that it has performed its monitoring and assessment duties with reasonable care. The risk assessment shall be provided to the Fund or its Investment Advisor by such means as the Custodian shall reasonably establish. Advices of material change in such assessment may be provided by the Custodian in the manner established as customary between the Fund and the Custodian for transmission of material market information.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!