Redomestication Merger definition

Redomestication Merger has the meaning assigned in the Recitals.

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Redomestication Merger shall have the meaning set forth in the recitals of this Agreement.

Redomestication Merger means the merger of H▇▇▇▇▇ with and into the Post- Merger Company, with Post- Merger Company, as the surviving company.

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.

• 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.

• 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”).

• Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of the Redomestication Merger as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Redomestication Effective Time has or may have on any such reorganization status.

• 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.

• Each of the parties acknowledges and agrees 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 for the Redomestication Intended Tax Treatment.

• 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.

• 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.

• Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the parties acknowledge and agree that no party is making any representation or warranty as to the qualification of Redomestication Merger for the Redomestication Intended Tax Treatment or as to the effect, if any, that any transaction consummated on, after or prior to the Redomestication Merger Effective Time has or may have on any such reorganization status.

• 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.

More Definitions of Redomestication Merger

Redomestication Merger has the meaning set forth in the background to the Agreement.

Redomestication Merger. Recital A

Redomestication Merger means the “Redomestication Merger” as defined in the SPAC Merger Agreement.

Redomestication Merger is defined in the recitals to this Agreement.

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 ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇; “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 ▇▇. ▇▇▇, 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;