Cayman Merger Documents definition
Examples of Cayman Merger Documents in a sentence
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.
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.
On or prior to the date hereof, the board of directors of Merger Sub has unanimously, by way of written consent, approved (i) the terms of the Merger, entry into this Agreement and any ancillary documents to which Merger Sub is a party; and (ii) the Cayman Merger Documents to which it is a party.
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.
There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement or in the Employment Agreements, the Investor Rights and Governance Agreement, the Cayman Merger Documents and the Escrow Agreement.
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).