Merger 1 definition
Examples of Merger 1 in a sentence
Holdco shall be the sole manager of the Surviving Company immediately following the First Effective Time, and Acquiror shall take all necessary action prior to the Merger 1 such that each director of Acquiror in office immediately prior to the First Effective Time shall cease to be a director immediately following the First Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the First Effective Time).
Notwithstanding anything to the contrary in this Agreement, Company Tax Counsel shall not be required to provide any opinion to any party regarding the Merger 1 Intended Tax Treatment or with respect to any Tax matters affecting Acquiror or any of its equityholders, and Acquiror Tax Counsel shall not be required to provide any opinion to any party regarding the Merger 2 Intended Tax Treatment or with respect to any Tax matters affecting the Company or any of its equityholders.
Subject to the satisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the day before the Closing Date, the Holdco, Acquiror and Holdco Merger Sub shall cause the Certificate of Merger 1 to be executed, acknowledged and filed with the Secretary of State of Delaware as provided in the DLLCA and the Registrar of Companies of the Cayman Islands as provided in the CLCI.
All references to Founder Shares in the Letter Agreement shall be references to the shares of common stock, par value $0.0001 per share, of Holdco, issued to the Sponsor in exchange for the Class A ordinary shares, par value $0.0001 per share of Acquiror and Class B ordinary shares, par value $0.0001 per share of Acquiror held by the Sponsor immediately prior to Merger 1.
All references to Private Placement Warrants in the Letter Agreement shall mean the warrants of Holdco issued to the Sponsor in exchange for the warrants of Acquiror held by the Sponsor immediately prior to Merger 1.
Without limiting the generality of the foregoing and subject thereto, by virtue of the Merger 1 and without further act or deed, at the First Effective Time, all of the property, rights, privileges, powers and franchises of the Acquiror and Holdco Merger Sub shall vest in the Surviving Company and all of the debts, liabilities and duties of the Acquiror and Holdco Merger Sub shall become the debts, liabilities and duties of the Surviving Company.