Merger Memo 1 - amazonia.fiocruz.br

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Table of Contents. Section 1. WHEREAS, VGAC is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. WHEREAS, the respective boards of directors or equivalent governing bodies of each of the VGAC Parties and the Company have unanimously approved and declared advisable the transactions contemplated by this Agreement including, as applicable, the Domestication, the Merger and the issuance of Newco Common Stock in connection with Merger Memo 1 Merger upon the terms and subject to the conditions of this Agreement and in accordance with the Cayman Islands Companies Act and the DGCL, as applicable.

Article 1 Certain Definitions. As used herein, the following terms shall have the following meanings:. Public Company Accounting Oversight Board.

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Securities and Exchange Commission. Any capitalized term s used in any Annex or Schedule including the Company Disclosure Schedule and the VGAC Disclosure Schedule annexed hereto or referred to herein but not otherwise defined therein shall have the meaning ascribed Memoo such term s in this Agreement. The Parties acknowledge that each Party and its Merger Memo 1 has reviewed and participated in Mejo drafting of this Agreement and that no rule of strict construction, presumption or burden of proof favoring or disfavoring a Party shall be applied against any Party.

If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. Except as otherwise expressly provided herein, i any reference in this Agreement to here date or time shall be deemed to be such date or time in New York, New Merger Memo 1 and ii references from or through any date mean, unless otherwise specified, from and including or through and including, such date, respectively.

Article 2 Domestication. Section 2. Bylaws of VGAC.

Article 3 Merger; Closing. Section 3. Effects of the Merger.

Closing; Effective Time. Certificate of Incorporation and Bylaws of the Surviving Corporation.

Directors and Officers of the Surviving Corporation. At the Effective Time, the directors of the Company as of immediately prior to the Effective Time shall be the directors of the Surviving Corporation and all directors of Merger Sub immediately prior to the Effective Time shall be removed as Merget the Effective Timeeach to hold office in accordance with the bylaws of the Surviving Corporation until the earlier of his or her resignation or removal or he Merger Memo 1 she otherwise ceases to be a director or until his or her respective successor is duly elected and qualified, as the case may be.

The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation until the earlier of his or her resignation or removal Me,o he or she otherwise ceases to be an officer or until his or her respective successor is duly elected and qualified, as link case may Merger Memo 1.

Section 4. Conversion of Company Shares.]