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

  • Please see the section entitled “Proposal No. 2—The Cayman Merger Proposal”; andproposals to approve, on a non-binding basis, certain material differences between KORE’s amended and restated certificate of incorporation and amended and restated bylaws and Pubco’s amended and restated certificate of incorporation and the New Pubco Bylaws that will be the certificate of incorporation and bylaws of Pubco following the Transactions.

  • Except for the filing of the Cayman Merger Documents and the related filings to the Danish Business Authority, no other corporate proceedings on the part of Topco, Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement.

  • 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.

  • Business Combination Agreement, dated as of March 30, 2021, by and among Qell Acquisition Corp., Lilium GmbH, Lilium B.V. and Queen Cayman Merger LLC (incorporated by reference to Exhibit 4.1 to the Report on Form 20-F filed by Lilium N.V. on September 20, 2021).

  • The Business Combination Agreement dated 30 January 2021 entered into between the Company, Agrico Acquisition Corp., Kalera AS, Kalera Cayman Merger Sub and Kalera Luxembourg Merger Sub Sarl.

  • 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.

  • Each of Holdco and Cayman Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

  • No other corporate proceedings (pursuant to its memorandum and articles of association or otherwise) on the part of the Merger Sub are necessary to authorize the consummation of, and to consummate, the Pre-Closing Asset Transfer and the Merger, except, with respect to the Merger, for Merger Sub and Vendor to deliver executed copies of the Cayman Merger Documents.

  • This data includes information on 441 apartment units within26 buildings in 2009 and 417 units in 23 buildings in 2008.

  • 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 Section 2.1.
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Cayman Merger has the meaning set forth in the recitals to this Agreement.
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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 set forth in the recitals hereto.

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

  • First Merger shall have the meaning given in the Recitals hereto.

  • 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 the recitals.

  • 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 or an event that, if consummated, would result in 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 Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, as amended.

  • 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 the “Closing” as defined in the Merger Agreement.

  • Corporate Reorganization means any change in the legal existence of any Obligor (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.