The Redomiciliation Sample Clauses
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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”).
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...
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.
The Redomiciliation