Second Plan of Merger definition

Second Plan of Merger shall have the meaning set forth in Section 2.03(c).
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Second Plan of Merger means the plan of merger substantially in the form attached hereto as Exhibit E and any amendment or variation thereto made in accordance with the provisions of the Cayman Act with the consent of the Company;
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Second Plan of Merger has the meaning given to such term in Section 3.09.
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Examples of Second Plan of Merger in a sentence

  • The effect of the Mergers shall be as provided in this Agreement, the First Plan of Merger, the Second Plan of Merger and the applicable provisions of the Cayman Companies Law.

  • The Mergers shall have the effects set forth in this Agreement, the First Plan of Merger, the Second Plan of Merger and the applicable provisions of the Cayman Act.

  • The Second Merger shall become effective at the time when the Second Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or at such later time permitted by the Cayman Act as may be agreed by Surviving Entity 1 and Merger Sub 2 in writing and specified in the Second Plan of Merger (the “Second Effective Time”).

  • Immediately following the consummation of the First Merger, Surviving Entity 1 and Merger Sub 2 shall execute and cause to be filed with the Registrar of Companies of the Cayman Islands, the Second Plan of Merger and such other documents as may be required in accordance with the applicable provisions of the Cayman Act or by any other applicable Law to make the Second Merger effective (collectively, the “Second Merger Filing Documents”).

  • Immediately following the consummation of the First Merger, Surviving Entity 1 and Merger Sub 2 shall execute and cause to be filed with the Cayman Registrar, the Second Plan of Merger and such other documents as may be required in accordance with the applicable provisions of the Cayman Act or by any other applicable Law to make the Second Merger effective (collectively, the “Second Merger Filing Documents”).

  • The Second Merger shall become effective on the Second Merger Closing Date when the Second Plan of Merger is approved by the Cayman Registrar or at such other, later date and time as is agreed between the Parties and specified in the Second Plan of Merger (such date and time is hereinafter referred as the “Second Merger Effective Time”).

  • The Second Merger shall become effective at the time when the Second Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as the Surviving Entity and the Company may agree and specify pursuant to the Cayman Companies Law (the “Second Effective Time”).

  • For the avoidance of doubt, the terms of the Sponsor Support Agreement, any subscription agreements entered into in connection with the PIPE Financing, the Registration Rights Agreement, the First Plan of Merger, the Second Plan of Merger, the A&R AoA, the Incentive Equity Plan Modifications, the Company Shareholder Lock-Up and Support Agreement, and the Sponsor Lock-Up Agreement shall not be affected by this Section 11.15.

  • On or prior to the date of this Agreement, the Company, in its capacity as the sole shareholder of Merger Sub 2 and in its capacity as the sole shareholder of Surviving Entity 1 at the time of the Second Merger, respectively, has approved the Second Plan of Merger by a written resolution.

  • The Second Merger shall become effective at the time when the Second Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or such later time as Merger Sub II and the Surviving Entity may agree and specify pursuant to the Cayman Companies Law (the “Second Effective Time”).


More Definitions of Second Plan of Merger

Second Plan of Merger means the plan of merger relating to the Company Merger, in a form mutually agreed to by the Company and Pathfinder (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Pathfinder) and any amendment, modifications or variations thereto required to be made in order to comply with the provisions of the Cayman Act.
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Second Plan of Merger has the meaning set forth in Section 2.01(h).
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Related to Second Plan of Merger

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

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

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

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

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

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

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

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

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

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

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

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

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Reorganization Agreement has the meaning set forth in the recitals.

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

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Plan of Arrangement means the plan of arrangement, substantially in the form set out in Schedule A, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Company Acquisition means (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than fifty percent (50%) of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of fifty percent (50%) of the aggregate fair market value of the Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of fifty percent (50%) of the voting power of the then outstanding shares of capital stock of the Company.

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.