Redomestication Merger definition

Redomestication Merger has the meaning assigned in the Recitals.
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Redomestication Merger shall have the meaning as ascribed thereto in Clause 5.8 all law, enactment, order, decree, regulation, licence, consent, rule, constitutional document, governmental or administrative requirement or the like, including the rules and requirements of the SEC or any regulatory or governmental body, and the listing requirements for the relevant exchange, to which any relevant person is subject, in each aforesaid case whether of the BVI, United States, Hong Kong, the PRC or elsewhere; “RichWise” RichWise International Investment Group Limited, a company incorporated under the laws of BVI with limited liability, the registered office of which is at Sea Xxxxxx Xxxxx, Xxxxxxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxx, XXX; “RMB” Renminbi, the lawful currency of the PRC; “Sale Shares” ordinary shares of par value of HK$0.10 each in the capital of Windrace as set out in Column (2) of Schedule 1, to be sold by the Sellers to the Purchaser pursuant to this Agreement; “SEC” the United States Securities and Exchange Commission; “Sellers’ Warranty” a representation, warranty and undertaking contained in Clauses 7.1 to 7.4 or Part A of Schedule 4 and “Sellers’ Warranties” shall mean all of those representations, warranties and undertakings; “Shareholders’ Agreement” the shareholders’ agreement relating to Windrace entered into among Xx. Xxx, RichWise, Tiancheng, Haima, Eagle Rise, Windrace and Elevatech dated April 30, 2008 the disclosure letter dated the same date of this Agreement from the Purchaser and SPAC to the Sellers;
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Redomestication Merger is defined in the recitals to this Agreement.
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Examples of Redomestication Merger in a sentence

  • For U.S. federal income tax purposes, the Redomestication Merger is intended to constitute a “reorganization” within the meaning of Section 368(a) of the Code.

  • At the Redomestication Effective Time, the effect of the Redomestication Merger shall be as provided in this Agreement, the Redomestication Certificate of Merger, the Redomestication Plan of Merger and the applicable provisions of the DGCL and BVI Law.

  • As soon as practicable after the date hereof, Purchaser shall prepare and file with the SEC a registration statement on Form S-4 to register the issuance of the Purchaser Securities to be issued in the Redomestication Merger (the “Registration Statement”).

  • Immediately after the Redomestication Effective Time and prior to the Closing, the board of directors and executive officers of the Redomestication Surviving Corporation shall be the board of directors and executive officers of the Parent immediately prior to the Redomestication Merger.

  • Each of the Parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Redomestication Merger is determined not to qualify as a reorganization under Section 368 of the Code.

  • Each of the parties acknowledge and agree that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Redomestication Merger is determined not to qualify as a reorganization under Section 368 of the Code.

  • The Redomestication Merger shall have been consummated and the applicable certificates filed in the appropriate jurisdictions.

  • Immediately after the Redomestication Effective Time and prior to the Closing of the Transaction, the board of directors of the Redomestication Surviving Corporation shall be the board of directors of the Parent immediately prior to the Redomestication Merger.

  • The Purchaser as the surviving corporation after the Redomestication Merger is hereinafter sometimes referred to as the “Redomestication Surviving Corporation”.

  • The Parent Ordinary Shares and Parent Public Warrants shall be listed on the NASDAQ on the Closing Date (prior to the Redomestication Effective Time); provided, that the Parties acknowledge that such listing requirement shall not be applicable after giving effect to the Redomestication Merger or the Transaction Merger.


More Definitions of Redomestication Merger

Redomestication Merger means the merger of Hxxxxx with and into the Post- Merger Company, with Post- Merger Company, as the surviving company.
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Redomestication Merger means the “Redomestication Merger” as defined in the SPAC Merger Agreement.
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Redomestication Merger. Recital A
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Redomestication Merger has the meaning set forth in the background to the Agreement.
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Related to Redomestication Merger

  • Company Merger has the meaning specified in the Recitals hereto.

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;

  • Second Merger has the meaning set forth in the Recitals.

  • First Merger has the meaning set forth in the Recitals.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

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

  • 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.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

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

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

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

  • Certificate of Merger has the meaning set forth in Section 2.2.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Articles of Merger has the meaning set forth in Section 2.2.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

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

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

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

  • Acquisition Transaction Announcement means (i) the announcement of 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.