Cayman Merger Documents definition

Cayman Merger Documents has the meaning specified in Section 2.1.
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Cayman Merger Documents means the (i) Cayman Plan of Merger; (ii) the unanimous written consent of the board of directors of Merger Sub approving the Merger; (iii) the unanimous written consent of the board of directors of HTC approving the Merger; (iv) the written consent of Vendor, being the sole shareholder of Merger Sub, approving the Merger; (v) the written consent of the Voyager, being the sole shareholder of HTC, approving the Merger; (vi) a declaration of a director of Merger Sub; and (vii) a declaration of a director of HTC, copies of which are attached at Schedule 2.0 to this Agreement.
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Cayman Merger Documents has the meaning set forth in Section 2.2. “CERCLA” has the meaning set forth in Section 5.8(c).
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Examples of Cayman Merger Documents in a sentence

  • On or prior to the date hereof, the board of directors of Merger Sub has unanimously, by way of written consent, approved (i) the terms of the Merger, entry into this Agreement and any ancillary documents to which Merger Sub is a party; and (ii) the Cayman Merger Documents to which it is a party.

  • There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement or in the Employment Agreements, the Investor Rights and Governance Agreement, the Cayman Merger Documents and the Escrow Agreement.

  • This Agreement, together with the Employment Agreements, the Investor Rights and Governance Agreement, the Cayman Merger Documents and the Escrow Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, (including that term sheet between Voyager and the Vendor dated October 18, 2018).

  • On or prior to the date hereof the Vendor, in its capacity as the sole shareholder of Merger Sub, has unanimously, by way of written consent, passed the shareholder’s resolution of Merger Sub which forms part of the Cayman Merger Documents.

  • No other corporate proceedings (pursuant to its memorandum and articles of association or otherwise) on the part of the Merger Sub are necessary to authorize the consummation of, and to consummate, the Pre-Closing Asset Transfer and the Merger, except, with respect to the Merger, for Merger Sub and Vendor to deliver executed copies of the Cayman Merger Documents.

  • Each Party will therefore be entitled to seek immediate injunctive relief from a court of competent jurisdiction.

  • Except for the filing of the Cayman Merger Documents and the related filings to the Danish Business Authority, no other corporate proceedings on the part of Topco, Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement.


More Definitions of Cayman Merger Documents

Cayman Merger Documents including but not limited (i) the written Plan of Merger and (ii) a declarations by a director of the Merger Sub and a director of Ironshore made in accordance with Section 233(9) of the Cayman Companies Law, which will be filed with the Registrar at the Closing
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Related to Cayman Merger Documents

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

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

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Buyer Documents has the meaning set forth in Section 5.2.

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

  • 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.

  • Equity Documents means collectively the documents evidencing subscription to Equity to the extent of equity component of cost of the Project.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Parent Organizational Documents means the certificate of incorporation, bylaws (or equivalent organizational or governing documents), and other organizational or governing documents, agreements or arrangements, each as amended to date, of each of Parent and Acquisition Sub.

  • Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • New Organizational Documents means the documents providing for corporate governance of New Valaris Holdco and the Reorganized Debtors, including charters, bylaws, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, consistent with section 1123(a)(6) of the Bankruptcy Code (as applicable).

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

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Purchaser Documents has the meaning set forth in Section 6.2.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

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

  • MergerSub has the meaning set forth in the Preamble.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • L/C Documents is defined in Section 3.4 hereof.

  • Charter Documents means, with respect to any entity, the certificate of incorporation, the articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement or other similar organizational documents of such entity (in each case, as amended).

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Organizational Documents means, with respect to any Person (other than an individual), (a) the certificate or articles of incorporation or organization and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all by-laws, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.