Deep Isolation definition
Examples of Deep Isolation in a sentence
As used in this Agreement, the term “Merger” means the merger of Deep Isolation, Inc.
Notwithstanding anything to the contrary contained herein, neither the Parent nor Deep Isolation shall have any obligation to indemnify the Indemnitee to the extent such indemnification would not be permitted under Section 145 of the DGCL or the Parent’s certificate of incorporation or bylaws, in the case of Parent, or the Deep Isolation certificate of incorporation or bylaws, in each case as in effect on the date hereof.
No agent, employee or representative of the Company, Deep Isolation or any Placement Agent or other agent or broker has been authorized to make, and the Purchaser has not relied on, any statements other than those expressly set forth in the Transaction Documents or the Disclosure Materials.
Any notice, request, demand, claim or other communication hereunder shall be deemed duly delivered four Business Days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one Business Day after it is sent for next Business Day delivery via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below: If to the Company or the Company Stockholders: Deep Isolation, Inc.
In entering into this Agreement, the Purchaser has not relied on any oral or, except as otherwise expressly set forth in the Transaction Documents or the Disclosure Materials, written information provided by the Company, Deep Isolation, any Placement Agent, or by their respective affiliates, agents, employees, representatives or trustees, or by any other agent or broker.
Any expenses of the Placement Agents (or any sub-agents), including fees and expenses of their legal counsel, will be paid or reimbursed as agreed by Deep Isolation and the Company with each Placement Agent in the Placement Agent Agreement by and between the Company and such Placement Agent.
Each Placement Agent, its sub-agents, legal counsel to the Company, the Placement Agents or Deep Isolation and/or their respective Affiliates, principals, representatives or employees may now or hereafter own shares of the Company.
The Merger, the Initial Closing and the Subsequent Closing, if relevant, are part of an integrated plan with mutually interdependent steps in which (a) the Deep Isolation equity holders will be treated as contributing their Deep Isolation equity to the Company in exchange for Common Stock pursuant to the Merger, and (b) certain investors contributed cash to the Company in exchange for Common Stock pursuant to the Offering.
Each party to this Agreement acknowledges that each of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP (“SRFC”), counsel to the Company, Hunton, counsel to Deep Isolation, and counsel to the Placement Agents (“Placement Agent Counsel”), may have in the past performed and may continue to or in the future perform legal services for certain of the Purchasers in matters unrelated to the transactions described in this Agreement, including financings and other matters.
Promptly after the Effective Time, the Parent shall amend its Certificate of Incorporation to change its corporate name to Deep Isolation Nuclear, Inc., or such other name as specified by the Company.