Examples of Cayman Act in a sentence
At the Merger Effective Time, the memorandum and articles of association of BGHL, as in effect immediately before the Merger Effective Time, shall be amended and restated substantially in a form to be agreed upon by the Parties (the “A&R Articles of New Blue”) and, as so amended and restated, shall be the memorandum and articles of association of the New Blue on and from the Merger Effective Time until amended in accordance with its provisions and the Cayman Act.
On the Merger Effective Date, BGHL and Merger Sub shall execute and cause to be filed with the Registrar of Companies of the Cayman Islands such documents as may be required in accordance with the applicable provisions of the Cayman Act or by any other applicable Law to make the Merger effective.
Subject to completion or waiver of the closing conditions in accordance with Article VIII, on the Merger Effective Date, BGHL and Merger Sub shall, in accordance with Cayman Act and this Agreement, consummate the Merger, under which Merger Sub shall be merged with and into BGHL, following which the separate corporate existence of Merger Sub shall cease and BGHL shall continue as the surviving entity and wholly owned subsidiary of Perception (“New Blue”).
The Merger shall become effective at the time when the Merger has been registered by the Registrar of Companies of the Cayman Islands or at such later time as permitted by the Cayman Act as may be agreed by Xxxxxx Sub and BGHL in writing with the prior written consent of Perception (such time, the “Merger Effective Time”).
At and after the Merger Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the Cayman Act.
All Merger Sub Ordinary Shares issued and outstanding immediately before the Merger Effective Time shall automatically be converted into one (1) New Blue Ordinary Share, with the rights, powers and privileges given to such share by the A&R Articles of New Blue and the Cayman Act and such New Blue Ordinary Share shall constitute the only outstanding share of New Blue immediately following the Merger Effective Time.