Common use of Domestication Clause in Contracts

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Companies, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; provided, however, that with respect to the shares of Acquiror Class B Common Stock held by the Sponsor, in connection with the Domestication the Sponsor shall instead receive upon the conversion of the shares of Acquiror Class B Common Stock held by Sponsor a number of shares of Domesticated Acquiror Common Stock equal to (a) the number of shares of Acquiror Class B Common Stock held by the Sponsor as of immediately prior to the Domestication minus (b) after giving effect to the Domestication, the number of shares of Domesticated Acquiror Common Stock underlying the Director RSU Grants that were outstanding as of immediately prior to the Domestication; (iii) each then issued and outstanding warrant of Acquiror shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Appears in 1 contract

Sources: Merger Agreement (Social Capital Hedosophia Holdings Corp.)

Domestication. Subject to receipt of the Acquiror Shareholder Approval, At (or prior to to) the Effective Time, Acquiror (i) Parent shall cause the Domestication attend to become effectiveand effect all filings, including by (a) filing with the Delaware Registrar of Companies in the Cayman Islands, as required under the Companies Law to effect the Domestication, (ii) Parent shall duly execute and file a certificate of corporate domestication with the Office of the Secretary of State of the State of Delaware, (iii) Parent shall duly execute and file a Certificate certificate of Domestication incorporation with respect the Secretary of State of the State of Delaware identical to the Domestication, in form and substance reasonably acceptable to Acquiror and the Companies, together with the Certificate certificate of Incorporation of Acquiror in substantially the form incorporation attached hereto as Exhibit A to this AgreementQ (the “Surviving Pubco Charter”), in each case, which shall be the certificate of incorporation of the Surviving Pubco until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation, (iv) the Surviving Pubco shall adopt bylaws identical to the bylaws attached hereto as Exhibit R (the “Surviving Pubco Bylaws”), which shall be the bylaws of the Surviving Pubco until thereafter amended in accordance with the DGCL, the certificate of incorporation of the Surviving Pubco and as provided in such bylaws and (v) Parent shall take any other action reasonably necessary to consummate the Domestication in accordance with the applicable provisions thereof of the DGCL and applicable the Companies Law, (b) completing in each case such that the Domestication shall become effective at the Effective Time. Any reference in this Agreement to Parent or Parent Class A Shares and making Parent Class B Shares, collectively, for periods from and procuring all those filings required after the Domestication will be deemed to be made include Surviving Pubco and the Surviving Pubco Class A Shares, respectively. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that the Domestication will occur simultaneously with the Cayman Registrar in connection with Merger; provided, that, to the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with extent permitted by applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; provided, however, that with respect parties agree for Tax purposes only to the shares of Acquiror Class B Common Stock held by the Sponsor, in connection with treat the Domestication the Sponsor shall instead receive upon the conversion of the shares of Acquiror Class B Common Stock held by Sponsor a number of shares of Domesticated Acquiror Common Stock equal to (a) the number of shares of Acquiror Class B Common Stock held by the Sponsor as of occurring immediately prior to the Domestication minus (b) after giving effect Merger. For the avoidance of doubt, any reference in this Agreement to the Domestication, the number of shares of Domesticated Acquiror Common Stock underlying the Director RSU Grants that were outstanding as of immediately Surviving Pubco for periods prior to the Domestication; (iii) each then issued Domestication shall include Parent and outstanding warrant of Acquiror any reference in this Agreement to Parent for periods from and after the Domestication shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unitinclude Surviving Pubco.

Appears in 1 contract

Sources: Merger Agreement (Thunder Bridge Acquisition LTD)

Domestication. Subject On the Closing Date, following the ACT Share Conversion but prior to the Closing, ACT shall, subject to the receipt of the Acquiror Required ACT Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effectiveeffective in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Companies Act (As Revised), including by (a) filing with the Delaware Secretary of State State, (i) a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror ACT and the CompaniesCompany, together with and (ii) the Post-Closing ACT Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementIncorporation, in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Registrar Islands to effect the Domestication and, in connection with (and as part of) the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then Pre-Closing ACT Class A Share that is issued and outstanding share of Acquiror Class A Common Stock immediately prior to the Domestication shall convert automatically, automatically on a an one-for-one basisbasis into one (1) Post-Closing ACT Class A Share, into a share of Domesticated Acquiror Common Stock; (ii) each then issued Pre-Closing ACT Warrant that is outstanding immediately prior to the Domestication shall, from and outstanding after the Domestication, represent the right to purchase one new Post-Closing ACT Class A Share at an exercise price of $11.50 per share of Acquiror Class B Common Stock on the terms and subject to the conditions set forth in the Warrant Agreement (collectively, the “Post-Closing ACT Warrants”) and (iii) ACT’s name shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stockbe changed to “Opal Fuels Inc.”; provided, however, that, in connection with clauses (b)(i) and (b)(ii), each issued and outstanding ACT Unit that with respect has not been previously separated into the underlying Pre-Closing ACT Class A Shares and underlying Pre-Closing ACT Warrants prior to the shares Domestication shall, for the avoidance of Acquiror doubt, be cancelled and will entitle the holder thereof to one (1) share of Post-Closing ACT Class B Common Stock held A Shares and one Post-Closing ACT Warrant on the terms and subject to the conditions set forth in the Warrant Agreement, as applicable. ACT shall cause the Governing Documents of ACT to become (1) in connection with (and as part of) the Domestication, the certificate of incorporation, substantially in the form attached hereto as Exhibit D (with such changes as may be agreed in writing by ACT and the SponsorCompany, the “Post-Closing ACT Certificate of Incorporation”), and (2) as soon as practicable following the Domestication, but prior to the Closing, the bylaws, substantially in the form attached hereto as Exhibit E (with such changes as may be agreed in writing by ACT and the Company, the “Post-Closing ACT Bylaws”). ACT shall cause the Domestication to be consummated in accordance with applicable Law. ACT and its Representatives shall give the Company and its Representatives a reasonable opportunity to review any applicable documents, certificates or filings in connection with the Domestication the Sponsor shall instead receive upon the conversion of the shares of Acquiror Class B Common Stock held by Sponsor a number of shares of Domesticated Acquiror Common Stock equal to (a) the number of shares of Acquiror Class B Common Stock held by the Sponsor as of immediately prior to the Domestication minus (b) after giving effect to the Domesticationand will consider, the number of shares of Domesticated Acquiror Common Stock underlying the Director RSU Grants that were outstanding as of immediately prior to the Domestication; (iii) each then issued and outstanding warrant of Acquiror shall convert automatically into a Domesticated Acquiror Warrantin good faith, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unitany comments thereto.

Appears in 1 contract

Sources: Business Combination Agreement (ArcLight Clean Transition Corp. II)

Domestication. Subject to receipt of the Required Acquiror Shareholder Approval, prior to the First Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the CompaniesCompany, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementAgreement (with such changes as may be agreed in writing by Acquiror and the Company), in each case, in accordance with the provisions thereof and applicable Law, and (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, Law and in accordance with the Domestication shall provide that at the effective time Organizational Documents of the DomesticationAcquiror, by virtue of prior to the DomesticationFirst Effective Time, and without any action on the part of any Acquiror Shareholder, (i) immediately prior to the Domestication, each then issued and outstanding share of Acquiror Class B Share shall convert automatically, on a one-for-one basis, into one Acquiror Class A Common Stock Share, and (ii) immediately following the conversion described in clause (i), upon the Domestication, (x) each then issued and outstanding Acquiror Class A Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; , (iiy) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; provided, however, that with respect to the shares of Acquiror Class B Common Stock held by the Sponsor, in connection with the Domestication the Sponsor shall instead receive upon the conversion of the shares of Acquiror Class B Common Stock held by Sponsor a number of shares of Domesticated Acquiror Common Stock equal to (a) the number of shares of Acquiror Class B Common Stock held by the Sponsor as of immediately prior to the Domestication minus (b) after giving effect to the Domestication, the number of shares of Domesticated Acquiror Common Stock underlying the Director RSU Grants that were outstanding as of immediately prior to the Domestication; (iii) each then issued and outstanding warrant of Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; Agreement and (ivz) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Appears in 1 contract

Sources: Merger Agreement (ION Acquisition Corp 2 Ltd.)

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior to the Effective Time, Acquiror shall cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State DE SOS a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the CompaniesCompany, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this AgreementDomesticated Charter, in each case, in accordance with the provisions thereof and applicable Law, (b) adopting the Domesticated Bylaws, (c) causing the directors and officers set forth on ‎Section 8.6(a) of the Acquiror Disclosure Letter to be the directors and officers of Acquiror immediately following the Domestication until their respective successors are duly elected or appointed in accordance with applicable Law and the Governing Documents of Acquiror or their earlier death, resignation or removal and (d) completing and making and procuring all those filings required to be made with the Registrar of Companies in the Cayman Registrar Islands in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholdershareholder of Acquiror, (i) each then issued and outstanding share of Acquiror Class A Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stockone (1) Surviving Pubco Class A Share; (ii) each then issued and outstanding share of Acquiror Class B Common Stock Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; provided, however, that with respect to the shares of Acquiror one (1) Surviving Pubco Class B Common Stock held by the Sponsor, in connection with the Domestication the Sponsor shall instead receive upon the conversion of the shares of Acquiror Class B Common Stock held by Sponsor a number of shares of Domesticated Acquiror Common Stock equal to (a) the number of shares of Acquiror Class B Common Stock held by the Sponsor as of immediately prior to the Domestication minus (b) after giving effect to the Domestication, the number of shares of Domesticated Acquiror Common Stock underlying the Director RSU Grants that were outstanding as of immediately prior to the DomesticationA Share; (iii) each then issued and outstanding warrant of Acquiror Public Warrant shall convert automatically into a Domesticated one (1) Surviving Pubco Public Warrant, pursuant to the Warrant Agreement; (iv) each then issued and outstanding Acquiror Private Placement Warrant shall convert automatically into one (1) Surviving Pubco Private Placement Warrant, pursuant to the Warrant Agreement; and (ivv) each then issued and outstanding Cayman Acquiror Unit shall shall, to the extent not already split into underlying Surviving Pubco Class A Shares and Surviving Pubco Public Warrants by the holder thereof, convert automatically automatically, into a Domesticated Acquiror Unitone (1) Surviving Pubco Class A Share and one-half of one Surviving Pubco Public Warrant.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Founder SPAC)

Domestication. Subject to receipt of On the Acquiror Shareholder ApprovalClosing Date, prior to the Effective Time, Acquiror Pathfinder shall cause the Domestication to become effectiveoccur in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (2021 Revision) (the “Cayman Act”), including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror Pathfinder and the CompaniesCompany, together with the Pathfinder Post-Closing Certificate of Incorporation of Acquiror in substantially Incorporation. In connection with (and as part of) the form attached as Exhibit A to this AgreementDomestication and, in each casethe case of clauses (i), (iii) and (iv), in accordance with the provisions thereof and applicable LawPathfinder’s Governing Documents, (b) completing and making and procuring all those filings required to be made with the Cayman Registrar in connection with the Domestication, and (c) obtaining a certificate of de-registration from the Cayman Registrar. In accordance with applicable Law, the Domestication Pathfinder shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, cause (i) each then Pathfinder Pre-Closing Share that is issued and outstanding share of Acquiror Class A Common Stock shall convert automaticallyimmediately prior to the Domestication to be converted into one Pathfinder Share, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued Pathfinder Warrant that is outstanding immediately prior to the Domestication to be automatically converted into, from and outstanding after the Domestication, the right to purchase one Pathfinder Share at an exercise price of $11.50 per share on the terms and subject to the conditions set forth in the Warrant Agreement (each, a “Pathfinder Post-Closing Warrant”), (iii) the Governing Documents of Acquiror Class B Common Stock Pathfinder to become the certificate of incorporation substantially in the form attached hereto as Exhibit E (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Certificate of Incorporation”), and the bylaws substantially in the form attached hereto as Exhibit F (from and after the Domestication, with such changes thereto as may be mutually agreed to by the Company and Pathfinder, the “Pathfinder Post-Closing Bylaws”), and (iv) Pathfinder’s name shall convert automaticallybe changed to “ServiceMax, on a one-for-one basisInc.”, into a share of Domesticated Acquiror Common Stockprovided that if such name is not available in Delaware or Pathfinder is otherwise unable to change its name to “ServiceMax, Inc.” in Delaware, it shall cause its name to be changed to such other name mutually agreed to by Pathfinder and the Company prior to the Closing Date (such agreement not to be unreasonably withheld, conditioned or delayed by either Pathfinder or the Company); provided, however, that with respect to the shares of Acquiror Class B Common Stock held by the Sponsorthat, in connection with clause (i) and (ii), each issued and outstanding unit of Pathfinder that has not been previously separated into the Domestication the Sponsor shall instead receive upon the conversion of the shares of Acquiror underlying Pathfinder Class B Common Stock held by Sponsor a number of shares of Domesticated Acquiror Common Stock equal to (a) the number of shares of Acquiror Class B Common Stock held by the Sponsor as of immediately A Shares and underlying Pathfinder Warrants prior to the Domestication minus (b) shall, for the avoidance of doubt, from and after giving effect to the Domestication, be cancelled and will entitle the number holder thereof to one Pathfinder Share and one-fifth of shares one Pathfinder Post-Closing Warrant. The Pathfinder Post-Closing Certificate of Domesticated Acquiror Common Stock Incorporation and the Pathfinder Post-Closing Bylaws shall be the Governing Documents of Pathfinder from and after the effectiveness of the Domestication until such time that any such Governing Documents are amended, restated, supplemented or otherwise modified in accordance with the underlying the Director RSU Grants that were outstanding as of immediately prior to the Domestication; (iii) each then issued terms thereof and outstanding warrant of Acquiror shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unitapplicable Law.

Appears in 1 contract

Sources: Business Combination Agreement (Pathfinder Acquisition Corp)

Domestication. Subject to receipt of On the Acquiror Shareholder Approval, Closing Date and prior to the Effective Time, Acquiror AAC shall cause the Domestication to become effective, occur in accordance with Part XII of the Cayman Islands Companies Act (As Revised) and Part XA of the Bermuda Companies Act including by (a) filing with the Delaware Secretary Registrar a memorandum of State a Certificate continuance together with all other documents contemplated by Section 132C of Domestication the Bermuda Companies Act and filing with the Cayman Islands Registrar of Companies all other documents contemplated by Section 206 of the Cayman Islands Companies Act (As Revised) in each case with respect to the Domestication, in form and substance reasonably acceptable to Acquiror AAC and the CompaniesCompany, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings required to be made with the Registrar and the Cayman Islands Registrar in of Companies to effect the Domestication. In connection with (and as part of) the Domestication, AAC shall cause: (a) each AAC Class B Ordinary Share that is issued and outstanding immediately prior to the Domestication to be converted into an AAC Class A Ordinary Share; (b) the AAC Bye-Laws to be adopted and the excerpts thereof that are required to be filed with the Registrar pursuant to the Bermuda Companies Act to be delivered to the Registrar and the AAC Bye-laws to become the governing documents of AAC; and (c) obtaining AAC’s name to be changed to “▇▇▇▇ Interactive Limited,” provided that if such name is not available in Bermuda or AAC is otherwise unable to change its name to “▇▇▇▇ Interactive Limited” in Bermuda, it shall cause its name to be changed to “▇▇▇▇ Interactive Holdings Limited” or such other name mutually agreed to by AAC and the Company. AAC and its Representatives shall give the Company and its Representatives a certificate of de-registration from the Cayman Registrar. In accordance with reasonable opportunity to review any applicable Lawdocuments, the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; (ii) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock; provided, however, that with respect to the shares of Acquiror Class B Common Stock held by the Sponsor, certificates or filings in connection with the Domestication and will implement, in good faith, any comments thereto. AAC shall (as promptly as practicable after the Sponsor shall instead receive upon Special Meeting) make all filings necessary to obtain, and obtain, the conversion approval of the shares of Acquiror Class B Common Stock held by Sponsor a number of shares of Domesticated Acquiror Common Stock equal to (a) the number of shares of Acquiror Class B Common Stock held by the Sponsor as of immediately prior to the Domestication minus (b) after giving effect Bermuda Monetary Authority with respect to the Domestication, the number of shares of Domesticated Acquiror Common Stock underlying the Director RSU Grants that were outstanding as of immediately prior to the Domestication; (iii) each then issued and outstanding warrant of Acquiror shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.

Appears in 1 contract

Sources: Business Combination Agreement (Austerlitz Acquisition Corp I)

Domestication. Subject to receipt of the Acquiror Shareholder Approval, prior Prior to the Effective Time, Acquiror shall cause subject to approval of the Domestication to become effectiveProposal, including by (a) filing Parent shall have completed the Domestication in accordance with applicable Law. In connection with the Delaware Domestication, (i) Parent shall file with the Secretary of State of the State of Delaware a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Acquiror and the Companies, together with the Certificate of Incorporation of Acquiror in substantially the form attached as Exhibit A to this Agreement, in each case, in accordance with the provisions thereof and applicable LawCompany Parties, (bii) completing and making and procuring Parent shall make all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Domestication, and (ciii) obtaining Parent shall provide to the Company Parties a certificate duly executed by an authorized officer of de-registration from Parent to the Cayman Registrar. In accordance effect that Parent has complied with applicable Lawits obligations under clause (ii) above, (iv) each Parent Class A Share and each Parent Class B Share that is issued and outstanding immediately prior to the Domestication shall provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any Acquiror Shareholder, (i) each then issued and outstanding become one share of Acquiror New Parent Class A Common Stock shall convert automatically, on a one-for-and one basis, into a share of Domesticated Acquiror New Parent Class B Common Stock; , respectively, (iiv) each then issued and outstanding share following the Domestication, all shares of Acquiror New Parent Class B Common Stock shall convert automatically, on a one-for-one basis, be converted into a share of Domesticated Acquiror New Parent Class A Common Stock, (vi) the Governing Documents of Parent shall be the Parent Certificate of Incorporation and the Parent Bylaws and (vii) Parent’s name shall be changed to “Hyperfine, Inc.”; provided, however, that, in the case of clause (vi), each of the parties hereto hereby acknowledges and agrees that with respect each of the Parent Certificate of Incorporation and the Parent Bylaws shall be appropriately adjusted to give effect to any amendments to the shares Governing Documents of Acquiror Class B Common Stock held Parent contemplated by the SponsorParent Certificate of Incorporation and the Parent Bylaws that are not adopted and approved by the Parent Shareholders at the Parent Shareholders Meeting (other than, in connection with for the Domestication avoidance of doubt, the Sponsor amendments to the Governing Documents of Parent that are contemplated by the Required Governing Document Proposals). At the Effective Time the Parent Certificate of Incorporation and the Parent Bylaws shall instead receive upon each be amended to change the conversion name of the shares of Acquiror Class B Common Stock held by Sponsor a number of shares of Domesticated Acquiror Common Stock equal Parent to (a) the number of shares of Acquiror Class B Common Stock held by the Sponsor as of immediately prior to the Domestication minus (b) after giving effect to the Domestication“Hyperfine, the number of shares of Domesticated Acquiror Common Stock underlying the Director RSU Grants that were outstanding as of immediately prior to the Domestication; (iii) each then issued and outstanding warrant of Acquiror shall convert automatically into a Domesticated Acquiror Warrant, pursuant to the Warrant Agreement; and (iv) each then issued and outstanding Cayman Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit.Inc.”

Appears in 1 contract

Sources: Business Combination Agreement (HealthCor Catalio Acquisition Corp.)