Amalgamation Closing definition

Amalgamation Closing as defined in the Business Combination Agreement shall be referred to herein as the “Transactions Closing”);
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Amalgamation Closing shall have the meaning given in the Recitals hereto.
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Amalgamation Closing means the closing, fulfillment and completion of the Amalgamation and all of the actions required or permitted to be taken with respect to the Amalgamation and the Amalgamation Agreement.
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Examples of Amalgamation Closing in a sentence

  • The Closing shall occur on the Closing Date, subject to the completion of the other parts of the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing.

  • Notwithstanding anything herein to the contrary, the consummation of the Subscription contemplated hereby (the “Closing”) is contingent upon the completion of each element of the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing (the date of the Closing, the “Closing Date”).

  • All conditions precedent to the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing) set forth in the Business Combination Agreement or other relevant transaction agreements shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement.

  • All conditions precedent to the Amalgamation Closing set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement, and the Cayman Merger has been consummated.

  • If, as and to the extent (and only if, as and to the extent) instructed by the Company prior to the Amalgamation Closing, each Shareholder shall take or cause to be taken all actions, and cooperate with other parties, to exercise with respect to the Business Combination Agreement and Amalgamation the drag-along rights set forth in clause 8.4 of the Panama Shareholders Agreement.

  • On the Amalgamation Closing Date, PubCo shall assume and amend and restate all of the Company Incentive Plans into PubCo’s incentive equity plans in substantially the forms attached hereto as Exhibit I.

  • From the date of this Agreement through the earlier of the Amalgamation Closing and termination of this Agreement, the Company shall provide all reasonable assistance reasonably required by PubCo in order for PubCo to cause the PubCo Shares to be issued in connection with the Transactions to be approved for listing on the New York Stock Exchange (“NYSE”) and accepted for clearance by the DTC, subject to official notice of issuance, prior to the Amalgamation Closing Date.

  • As of the Amalgamation Closing there will not be any registration rights related to securities of PubCo other than under this Agreement and the PIPE Subscription Agreements.

  • As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Amalgamation Closing Date, then on the date of such filing), the Acquiror SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

  • Notwithstanding the foregoing, any privileged communications or information shared by the Company or Amalgamation Sub prior to the Amalgamation Closing with Acquiror or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Company.

Related to Amalgamation Closing

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

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

  • Second Closing has the meaning set forth in Section 2.2.

  • Merger has the meaning set forth in the Recitals.

  • Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

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

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Amalgamation Application means the amalgamation application that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA in order to give effect to the Amalgamation, substantially in the form attached hereto as Schedule C;

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Amalgamating Corporations means both of them;

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Second Closing Date means the date of the Second Closing.

  • IPO Closing Date means the closing date of the IPO.

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.