Closing of the Merger definition

Closing of the Merger means the Closing, as defined in that certain Agreement and Plan of Merger by and among the Company, Pearl Merger Sub, Inc. and Hepion Pharmaceuticals, Inc., dated as of July 19, 2024, Subject to the Plan (as defined below), the Options shall vest and become exercisable in accordance with the following vesting schedule: 25% of the shares covered by the Options has vested as of the date of the grant letter and 6.25% of the shares covered by the Options shall vest and become exercisable at the end of each three- month period thereafter, over the course of the subsequent three years; provided that the Executive remains continuously employed by the Company on each such vesting date, in compliance with this Employment Agreement. Any unvested shares underlying the Options will fully accelerate upon (i) a Merger/Sale (as defined in the Plan (as defined below)), (ii) the Closing of the Merger or (iii) any other event determined by the Board, provided that the Executive remains employed by the Company on such date. The grant of the Options is contingent upon shareholder adoption of amended and restated articles of association, which will include the creation and the rights of the Preferred F-3 Shares. Upon the grant of the Options, any prior options granted to the Executive, including those specified in the two notices of option grants dated January 29, 2023, to purchase 743 and 479 Ordinary Shares (the “Previous Options”), will be canceled. The Executive agrees not to exercise any Previous Options during the period from the date hereof until the new Options are granted. Except as explicitly stated herein, the Options shall be granted under and be subject to the Company’s 2017 share incentive plan (as amended from time to time, the “Plan”). The grant of Options is further subject to execution by the Executive of an award agreement and such other documents, in forms determined by the Company from time to time, at its discretion (which award agreement shall include, inter alia, the vesting schedule, exercise price, a proxy and power of attorney). The Executive shall take all actions and shall sign all documents required, at the discretion of the Company, in connection with the grant of Options and exercise and the sale of shares covered by the Options. Any tax and other compulsory payments in connection with the Options or the shares covered by the Options (including, the grant, vesting and exercise of the Options or the sale, substitution or exchange of shares issua...
Sample 1
Closing of the Merger means the entry of the Merger in the competent commercial register.
Sample 1

Examples of Closing of the Merger in a sentence

  • Notwithstanding anything to the contrary contained herein, any transfer, documentary, sales, use, stamp, registration, value added or other similar Taxes incurred in connection with the Closing of the Merger (“Transfer Taxes”) shall be borne by the Company.

  • However, as a condition of Closing of the Merger, the Purchaser has bound an insurance policy that will be Purchasers first source of recovery for breaches of the Companies representations and warranties in the Merger Agreement in most cases.

  • Each Option shall be exercised for NIS 0.01 per each Preferred F-3 Share, provided that upon the Closing of the Merger or any other transaction determined by the Board, the Options will convert to options for Ordinary Shares.

Related to Closing of the Merger

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

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

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Company Acquisition Transaction means any transaction or series of transactions (other than the Contemplated Transactions) involving:

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

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

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • 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.

  • Closing has the meaning set forth in Section 2.2.

  • Share Exchange has the meaning set forth in Section 2.1.

  • Company Merger has the meaning set forth in the recitals hereto.

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

  • 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.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

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

  • Second Closing has the meaning set forth in Section 2.2.

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

  • Contemplated Transactions all of the transactions contemplated by this Agreement, including: