Common use of SPAC Merger Clause in Contracts

SPAC Merger. At the SPAC Merger Effective Time (as defined below), SPAC and Merger Sub shall cause the SPAC Merger to be consummated by executing a plan of merger in substantially the form attached hereto as Exhibit H, with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Companies Act (the “Plan of Merger”), and filing the Plan of Merger, along with all other documentation and declarations required under the Cayman Companies Act in connection with the SPAC Merger (the “SPAC Merger Filing Documents”), with the Cayman Islands Registrar of Companies (the “Cayman Registrar”) in accordance with the relevant provisions of the Cayman Companies Act. Upon the terms and subject to the conditions set forth in this Agreement and the Plan of Merger, and in accordance with the Cayman Companies Act, at the SPAC Merger Effective Time, SPAC shall be merged with and into Merger Sub and, as a result of the SPAC Merger, the separate corporate existence of SPAC shall cease and Merger Sub shall continue as the surviving company of the SPAC Merger (the “Surviving Corporation”) as a direct, wholly owned Subsidiary of Pubco. The effect of the SPAC Merger shall be as provided in the applicable provisions of the Cayman Companies Act, this Agreement and the Plan of Merger. Without limiting the generality of the foregoing, and subject thereto, from and after the SPAC Merger Effective Time, all of the assets, properties, rights, privileges, immunities, powers and franchises of SPAC and Merger Sub shall vest in the Surviving Corporation by operation of law, and all debts, liabilities, obligations and duties of SPAC and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Corporation by operation of law, and, in each case, as provided under the Cayman Companies Act.

SPAC Merger. (a) At the SPAC Merger Effective Time (as defined below), SPAC and Merger Sub shall cause the SPAC Merger to be consummated by executing a plan of merger in substantially the form attached hereto as Exhibit H, with such modifications, amendments or supplements thereto as may be required to comply with the Cayman Companies Act (the “Plan of Merger”)Time, and filing the Plan of Merger, along with all other documentation subject to and declarations required under the Cayman Companies Act in connection with the SPAC Merger (the “SPAC Merger Filing Documents”), with the Cayman Islands Registrar of Companies (the “Cayman Registrar”) in accordance with the relevant provisions of the Cayman Companies Act. Upon upon the terms and subject to the conditions set forth in of this Agreement and the SPAC Plan of Merger, and in accordance with the applicable provisions of the Companies Act (As Revised) of the Cayman Companies Islands (the “Cayman Act”) and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), at SPAC and SPAC Merger Sub shall consummate the SPAC Merger Effective TimeMerger, pursuant to which SPAC shall be merged with and into SPAC Merger Sub andSub, as a result of the SPAC Merger, following which the separate corporate existence of SPAC shall cease and SPAC Merger Sub shall continue as the surviving company. SPAC Merger Sub, as the surviving company of after the SPAC Merger (Merger, is hereinafter sometimes referred to as the “SPAC Surviving Corporation”) as a directSubsidiary” (provided, wholly owned Subsidiary of Pubcothat references to SPAC Merger Sub for periods after the Effective Time shall include the SPAC Surviving Subsidiary). The effect SPAC Merger shall have the effects specified in the Cayman Act and the DLLCA. (b) Notwithstanding the foregoing, prior to the Effective Time, if the Parties determine by mutual agreement in their reasonable discretion that it is advisable for SPAC to be the surviving company, then at the Effective Time, SPAC and SPAC Merger Sub shall consummate the SPAC Merger, pursuant to which SPAC Merger Sub shall be merged with and into SPAC, following which the separate corporate existence of SPAC Merger Sub shall cease and SPAC shall continue as the surviving company. If the Parties determine that the SPAC Merger shall be consummated in accordance with this Section 2.1(b), all references herein to the SPAC Surviving Subsidiary shall be deemed to mean SPAC, as provided in the applicable provisions of the Cayman Companies Act, this Agreement and the Plan of Merger. Without limiting the generality of the foregoing, and subject thereto, from and surviving company after the SPAC Merger Effective TimeMerger, all of references to SPAC for periods after the assets, properties, rights, privileges, immunities, powers and franchises of Effective Time shall include the SPAC and Merger Sub shall vest in the Surviving Corporation by operation of lawSubsidiary, and all debts, liabilities, obligations and duties of references to the SPAC and Merger Sub shall become be deemed to refer to the debts, liabilities, obligations and duties consummation of the Surviving Corporation merger as contemplated by operation of law, and, in each case, as provided under the Cayman Companies Actthis Section 2.1(b).