Examples of Cayman Islands Act in a sentence
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware (except that the Cayman Islands Act shall also apply to the Domestication).
The Company is an exempted company limited by shares duly organized, validly existing and in good standing under the Cayman Islands Act and has full power and authority to enable it to own, lease or otherwise hold its properties and to conduct its business as now being conducted.
The Company shall give Parent prompt notice of any notice served on or received by the Company pursuant to Section 238 of the Cayman Islands Act, and withdrawals of such notices, and any other instruments served pursuant to the Cayman Islands Act and received by the Company in respect of Dissenting Shares.
Each holder of Dissenting Shares who, pursuant to the provisions of the Cayman Islands Act, becomes entitled to payment thereunder for such shares in accordance with Section 238 of the Cayman Islands Act shall receive payment therefor in accordance with the Cayman Islands Act (but only after the value therefor shall have been agreed upon or finally determined pursuant to the applicable provisions of the Cayman Islands Act).
Following the Merger Effective Time, the separate existence of Merger Sub shall cease and Mountain shall continue as the surviving entity of the Merger (the “Surviving Company”) and shall succeed to and assume all the rights and obligations of Mountain Merger Sub in accordance with the Cayman Islands Act.
Notwithstanding anything contained herein to the contrary, any Dissenting Shares shall not be converted into the right to receive the cash amount provided for in Section 2.7(a), but shall instead be converted into the right to receive such fair value as may be determined to be due with respect to any such Dissenting Shares pursuant to Section 238 of the Cayman Islands Act.
At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Plan of Merger and the applicable provisions of the Cayman Islands Act.
Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration paid by Parent to the Company Holders (in respect of the Company Capital Stock, Company Options and/or Company Warrants held by such Company Holders) exceed the Total Merger Consideration, except as may be required as a result of an appraisal after the Effective Time in accordance with Section 2.7(c) and Section 238 of the Cayman Islands Act.
Each of the parties hereto agrees that the Total Merger Consideration represents the fair value of the Company Capital Stock for the purposes of Section 238 of the Cayman Islands Act.
This Agreement shall have been duly and validly adopted (i) by the Company as required by the Cayman Islands Act and the Company's Organizational Documents and (ii) by Sub as required by the Cayman Islands Act and the Sub's Memorandum and Articles of Association.