Rorschach definition
Examples of Rorschach in a sentence
PubCo, Rorschach I LLC, a Delaware limited liability company, Rorschach Merger Sub LLC, a Delaware limited liability company, Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), and TBS Merger Sub Inc, a Delaware corporation, have entered into a Business Combination Agreement, dated as of July 11, 2025 (the “BCA”).
Email: a▇▇▇▇▇@▇▇▇▇▇.▇▇▇ s▇▇▇▇▇@▇▇▇▇▇.▇▇▇ h▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ To the Advisor: Rorschach Advisors LLC 4▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10022 Attention: D▇▇▇▇ ▇▇▇▇▇▇▇ Email: d▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with a copy to: G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇, P.A. 3▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ Suite 4400 Miami, FL 33131 Attention: A▇▇▇ ▇.
The Company agrees that any PIPE Subscription Agreements will provide that Rorschach is a third party beneficiary thereof and is entitled to enforce such agreements against the investor.
Rorschach, Pubco, the Merger Subs and the Company have caused this Agreement to be executed as of the date first written above by their respective officers or managers thereunto duly authorized.
At the Rorschach Merger Effective Time, the limited liability company agreement of Rorschach Merger Sub, as in effect immediately prior to the Rorschach Merger Effective Time, shall be the limited liability company agreement of the Rorschach Surviving LLC until thereafter amended as provided by applicable Law, the certificate of formation of Rorschach Surviving LLC and such limited liability company agreement, as applicable.
Prior to, but conditioned upon, the Company Merger Effective Time, each of the Company and Rorschach shall use commercially reasonable efforts to cause the consummation of the PIPE Financing pursuant to, and in the amounts set forth in, the PIPE Subscription Agreements.
The Rorschach Parties are in possession of Permits (including any required by a Governmental Authority) necessary for the Rorschach Parties to own, lease and operate their respective properties or to carry on their respective businesses as they are now being conducted.
Until the earlier of the termination of this Agreement and the Rorschach Merger Effective Time, the Company shall not, without the prior written consent of the Rorschach (which consent shall not be unreasonably withheld, conditioned or delayed), amend or waive any provision of any PIPE Subscription Agreement.
This Agreement, the Ancillary Agreements and the Transaction shall have been duly adopted by the requisite equityholders of each Rorschach Party.
The Company agrees to deliver to Rorschach true, correct and complete copies of each PIPE Subscription Agreement and any agreements related thereto (e.g., registration rights agreements) entered into by the Company with investors party thereto.