Reincorporation Merger definition
Examples of Reincorporation Merger in a sentence
At the Reincorporation Merger Effective Time, subject to and upon the terms and conditions of this Agreement and the Reincorporation Plan of Merger and in accordance with the applicable provisions of the Cayman Companies Act and the French Commercial Code, Parent will be merged with and into Parent Merger Sub, the separate corporate existence of Parent will cease and Parent Merger Sub will continue as Parent Surviving Corporation.
To the knowledge of Parent and, following the Reincorporation Merger Effective Time, the Parent Surviving Corporation, none of the Parent SEC Documents and the Additional Parent Parties SEC Documents is subject to ongoing SEC review or investigation.
Prior to the Reincorporation Merger Effective Time, to ensure that the Parent Merger Sub has a governance structure compatible with the contemplated merger and the post-transaction organization, the Parent Merger Sub will be converted from a société par actions simplifée (SAS) to a société anonyme.
At the Reincorporation Merger Effective Time, the effect of the Reincorporation Merger will be as provided in this Agreement, the Reincorporation Plan of Merger, the applicable provisions of the Cayman Companies Act, and the French Commercial Code.
All references to “Parent” after the Reincorporation Merger Effective Time and prior to the Merger Effective Time will, for the avoidance of doubt, be intended to refer to the Parent Surviving Corporation, as the context so requires.