Merger definition
Examples of Merger in a sentence
Each PubCo Shareholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 5.1(d) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of such PubCo Shareholder under this Agreement.
Each PubCo Shareholder hereby irrevocably waives and agrees not to exercise any rights it may have under the Amended and Restated Memorandum and Articles of Association of the PubCo to be adopted by a special resolution of shareholders of the PubCo in connection with the Merger and other transactions contemplated by the Merger Agreement and the other Transaction Documents.
Sponsor is the record owner of the Founder Company Shares (defined below) and the Private Placement Company Units (defined below) and, pursuant to the Merger Agreement will receive Parent Ordinary Shares (defined below) in consideration of the Founder Company Shares and securities underlying the Private Placement Company Units.
Such PubCo Shareholder is the sole legal and beneficial owner of the PubCo Ordinary Shares set forth opposite such PubCo Shareholder’s name on Schedule A hereto, and all such Subject Shares are owned by such PubCo Shareholder free and clear of all Liens, other than Liens pursuant to this Agreement, the Governing Documents of the PubCo, the Merger Agreement or applicable U.S. federal or state securities laws.
Each PubCo Shareholder understands and acknowledges that the PubCo is entering into the Merger Agreement in reliance upon such PubCo Shareholder’s execution and delivery of this Agreement.