Examples of First Merger Closing in a sentence
Immediately prior to the First Merger Closing, Pubco shall borrow a principal amount of cash equal to $1,000 and issue to the lender in respect thereof a promissory note in a principal amount equal $1,000, which such promissory note shall be in form and substance reasonably acceptable to the Company and SPAC and shall be repaid in accordance with its terms.
Subject to the terms and conditions of this Agreement, the closing of the Second Merger (the “Second Merger Closing” and together with the First Merger Closing, the “Closing”) shall take place immediately following the First Merger Closing.
The First Merger shall become effective on the First Merger Closing Date when the First Plan of Merger is approved by the Cayman Registrar or at such other, later date and time as is agreed between the Parties and specified in the First Plan of Merger (such date and time is hereinafter referred as the “First Merger Effective Time”).
No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the First Merger Closing, the Second Merger Closing or the Share Contribution Closing, as applicable, have been satisfied or in determining whether or not any of the representations, warranties, covenants, obligations or agreements contained in this Agreement have been breached.
The date of the First Merger Closing shall be referred to herein as the “First Merger Closing Date”.
Subject to the consummation of the Share Contribution Closing and the First Merger Closing and the satisfaction or waiver of the conditions set forth in Section 11.6 (other than those conditions that by their nature are to be fulfilled at the Second Merger Closing, but subject to the satisfaction or waiver of such conditions) the closing of the Second Merger (the “Second Merger Closing”) shall occur on the same day as, but immediately following, the First Merger Closing.
From the date hereof through the First Merger Closing, Monocle shall take reasonable efforts to ensure Monocle remains listed as a public company, and for shares of Monocle Common Stock to be listed, on Nasdaq.
Each of the Share Contribution Closing, the First Merger Closing and the Second Merger Closing shall take place virtually by telephone or video conference and/or through the electronic exchange of transaction document or at such other place or form as SPAC, Pubco and the Company may agree in writing, and at such times on the Share Contribution Closing Date, the First Merger Closing Date and the Second Merger Closing Date as SPAC, Pubco and the Company agree in writing.
The First Merger shall become effective at 9:00 a.m. (Cayman Islands time) on the date of the First Merger Closing or at such later time or on such later date as may be agreed by PAQC and the Company in writing and, in either case, as specified in the First Plan of Merger in accordance with the Cayman Islands Companies Act (the “First Merger Effective Time”).
Sellers’ Agent shall provide the First Merger Closing Adjusted Working Capital Statement to Buyer together with back-up documentation reasonably necessary to evaluate or understand the First Merger Closing Adjusted Working Capital Statement at the time of its delivery (the “First Merger Closing Adjusted Working Capital Statement Date”).