Verde Investment Highlights
TLGY
Key Risks Related to the Transaction and TLGY (continue)
Risks Related to the Domestication
The Domestication may result in adverse tax consequences for holders of TLGY Class A Ordinary Shares and TLGY public warrants, including holders exercising their redemption rights with
respect to the TLGY Common Stock (such term to be used throughout this section "Risks Related to the Domestication" as such term is used in the section entitled "Material U.S. Federal
Income Tax Considerations").
Verde PubCo could be subject to changes in tax rates or the adoption of new tax legislation, whether in or out of the United States, or could otherwise have exposure to additional tax
liabilities, which could harm its business.
Upon consummation of the Transaction, the rights of holders of Verde PubCo Common Stock arising under the DGCL as well as the Proposed Governing Documents will differ from and may
be less favorable to the rights of holders of public shares arising under Cayman Islands Companies Law as well as the Existing Governing Documents.
Delaware law and Verde PubCo's Proposed Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions
and could delay or discourage takeover attempts that stockholders may consider favorable.
Verde PubCo's Proposed Charter will designate the Delaware Court of Chancery or the United States federal district courts as the sole and exclusive forum for substantially all disputes
between Verde PubCo and its stockholders, which could limit Verde PubCo's stockholders' ability to obtain a favorable judicial forum for disputes with Verde PubCo or its directors, officers,
stockholders, employees or agents.
The Proposed Charter provides for indemnification of officers and directors of Verde PubCo at Verde PubCo's expense, which may result in a significant cost to Verde PubCo and hurt the
interests of its stockholders because corporate resources may be expended for the benefit of officers and/or directors.
Verde
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