Amalgamation Closing definition
Examples of Amalgamation Closing in a sentence
The Closing shall occur on the Closing Date, subject to the completion of the other parts of the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing.
All conditions precedent to the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing) set forth in the Business Combination Agreement or other relevant transaction agreements shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement.
All conditions precedent to the Amalgamation Closing set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement, and the Cayman Merger has been consummated.
Notwithstanding anything herein to the contrary, the consummation of the Subscription contemplated hereby (the “Closing”) is contingent upon the completion of each element of the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing (the date of the Closing, the “Closing Date”).
The date on which the Amalgamation Closing actually occurs is referred to in this Agreement as the “Amalgamation Closing Date”.
On the Amalgamation Closing Date, PubCo shall assume and amend and restate all of the Company Incentive Plans into PubCo’s incentive equity plans in substantially the forms attached hereto as Exhibit I.
Except as would not be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, the tangible and intangible assets owned, licensed or leased by the Company and its Subsidiaries constitute all of the assets reasonably necessary for the continued conduct of the business of the Company and its Subsidiaries after the Amalgamation Closing in the ordinary course.
At the Amalgamation Closing, provided that the Closing under the Panama SPA has occurred, each of Epsilon Asia Holdings II Pte Ltd, TPG Asia VI SF Pte Ltd, TPG Asia VI SPV GP LLC and REA Asia Holding Co. Pty Ltd shall duly execute and deliver to PubCo, and PubCo shall execute and deliver to each such party, counterparts of a shareholders’ agreement with respect to PubCo, substantially in the form attached as Schedule D to this Agreement.
Except as otherwise set forth in this Agreement, each party hereto shall be responsible for and pay its own expenses incurred in connection with this Agreement and the transactions contemplated hereby, including all fees of its legal counsel, financial advisers and accountants; provided, that if the Amalgamation Closing shall occur, the Company shall pay or cause to be paid the Acquiror Transaction Expenses and the Company Transaction Expenses at the Amalgamation Closing in accordance with Section 3.4(d).
All Related Party Agreements set forth on Section 8.4 of the Company Disclosure Letter shall be terminated or settled at or prior to the Amalgamation Closing without further liability to Acquiror, PubCo, Amalgamation Sub, the Company or any of the Company’s Subsidiaries, in each case, except as otherwise set forth on Section 8.4 of the Company Disclosure Letter.