Cayman Merger definition

Cayman Merger means the merger or consolidation as defined in
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Cayman Merger is defined in the Recitals.
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Cayman Merger means the merger pursuant to the terms of the Business Combination Agreement and the Plan of Merger whereby Alussa will merge with and into Cayman Merger Sub, with Alussa continuing as the surviving entity.
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Examples of Cayman Merger in a sentence

  • All conditions precedent to the Amalgamation Closing set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement, and the Cayman Merger has been consummated.

  • Pursuant to an Agreement and Plan of Merger, dated as of March 3, 2012 (the “Merger Agreement”), by and among Parent, Project Cayman Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company, Merger Sub is merging with and into the Company (the “Merger”) and the Company, as the surviving corporation of the Merger, will thereby become a wholly owned subsidiary of Parent.

  • Subscriber acknowledges that it is aware that in connection with, and immediately upon completion of, the Cayman Merger, each Ordinary Share of FEAC issued and outstanding immediately prior to the effective time of the Cayman Merger shall automatically be cancelled and cease to exist in exchange for the right to receive, without interest, one Newco Common Share.

  • This Agreement, together with the Employment Agreements, the Investor Rights and Governance Agreement, the Cayman Merger Documents and the Escrow Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, (including that term sheet between Voyager and the Vendor dated October 18, 2018).

  • As of the date of this Subscription Agreement, other than Cayman Merger Sub, the Company has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated.

  • The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of the Company, Alussa, FREYR, Norway Merger Sub 1, Norway Merger Sub 2, Cayman Merger Sub, or any of Credit Suisse Securities (USA) LLC, BTIG, LLC, Pareto Securities AS, SpareBank 1 Markets AS or Clarksons Platou Securities, Inc.

  • The Solstice Merger shall have the effects set forth in Section 259 of the DGCL, each of the Glass Corporate Mergers shall have the effects set forth in Section 259 of the DGCL and Section 18-209 of the DLLCA, and the Cayman Merger shall have the effects set forth in Section 18-209 of the DLLCA and Section 237 of the Companies Law.

  • On or prior to the date hereof the Vendor, in its capacity as the sole shareholder of Merger Sub, has unanimously, by way of written consent, passed the shareholder’s resolution of Merger Sub which forms part of the Cayman Merger Documents.

  • Each Party will therefore be entitled to seek immediate injunctive relief from a court of competent jurisdiction.

  • Purchaser and Merger Sub shall cause the Merger to be consummated by filing the Plan of Merger and other Cayman Merger Filing Documents to be filed with the Cayman Registrar.


More Definitions of Cayman Merger

Cayman Merger has the meaning set forth in the recitals to this Agreement.
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Cayman Merger has the meaning set forth in Section 2.1.
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Cayman Merger means the tripartite Cayman law governed merger pursuant to which Alussa Energy Acquisition Corp (“Alussa”), a Cayman Islands exempted company will merge with and into Xxxxx Xxxxxxx Sub, a fully owned subsidiary of the Company, with Alussa continuing as the surviving entity and the Company issuing the consideration contemplated thereby.
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Related to Cayman Merger

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Company Merger has the meaning specified in the Recitals hereto.

  • Second Merger has the meaning set forth in the Recitals.

  • First Merger has the meaning set forth in the Recitals.

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Bank Merger has the meaning set forth in Section 1.03.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

  • EC Merger Regulation means the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Strategic Transaction means a transaction or relationship in which the Company issues shares of Common Stock to an entity which is, itself or through its subsidiaries, an operating company in a business related to the business of the Company and in which the Company receives material benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital.