Amalco Clause Samples

Amalco. The Amalco Articles shall be in the form annexed hereto as Exhibit A.

Amalco. (a) Name. The name of Amalco shall be “Kick Pharmaceuticals Inc.”.

Amalco. The following items shall occur relating to the creation of Amalco: (A) All property of Northern and Newco will become property of, and be owned and held by, Amalco, and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such amalgamation, and all obligations of Northern and Newco whether arising by contract or otherwise, may be enforced against Amalco to the same extent as if such obligations had been incurred or contracted by it; (B) Amalco will become liable for the liabilities and obligations of Northern and Newco; (C) all rights, contracts, permits and interests of Northern and Newco will continue as rights, contracts, permits and interests of Amalco; (D) any existing cause of action, claim or liability to prosecution will be unaffected; (E) a legal proceeding being prosecuted or pending by or against either Northern and Newco may be continued by or against Amalco; (F) a conviction against, or ruling, order or judgment in favour of or against either Northern or Newco may be enforced by or against Amalco; (G) each registered holder of Northern Shareholder will exchange their Northern Shares for Prophecy Shares instead of shares of Amalco, on the basis of 0.50 of Prophecy Share for each one (1) Northern Share held at the Effective Time; (H) with respect to each Northern Share exchanged pursuant to Section 2.3(c)(i)(G): (i) the holder of such Northern Share shall cease to be the holder of such Northern Share; (ii) the holder’s name will be removed from the central securities register of Northern with respect to such Northern Share; (iii) legal and beneficial title to such Northern Share will vest in Amalco and Amalco will be and be deemed to be the transferee of such and such Northern Share shall be cancelled; (iv) the certificate representing such Northern Share shall be deemed to have been cancelled; and (v) the holder of such Northern Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer; (I) each Newco Share shall be cancelled and the holder thereof shall receive, for each Newco Share, one (1) Amalco Share; (J) The name of Amalco shall be “Northern Platinum Ltd.” or such other name as may be mutually agreeable to the Parties and any applicable regulatory authorities; (K) The Certificate of Amalgamation is deemed to be the Certificate of Incorporation of Amalco; (L) The articles of Newco shall be deemed to be the...

Amalco. Following the Amalgamation, Amalco shall be organized as follows: (a) The name of Amalco shall be “Empower Healthcare Corporation” or such other name as may be jointly approved by Adira and SMAART. (b) The registered office of Amalco shall be ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ #▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇. (c) There shall be no restrictions on the business that Amalco may carry on or on the powers that Amalco may exercise. (d) The authorized capital of Amalco shall be an unlimited number of common shares. (e) If Amalco: (i) is not a reporting issuer or an investment fund within the meaning of applicable securities legislation; and (ii) has not distributed to the public (excluding accredited investors within the meaning of applicable securities legislation) any of its securities; then no securities in the capital of Amalco (other than non-convertible debt securities) shall be transferred without either: (i) the previous consent of the board of directors expressed by a resolution passed by the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or (ii) the previous consent of the holders of at least 51% of the securities of that class for the time being outstanding expressed by a resolution passed by the security holders or by an instrument or instruments in writing signed by such security holders. (f) The stated capital account in the records of Amalco for Amalco Shares shall be equal to the stated capital attributed to the shares of the corporations amalgamating to create Amalco. (g) The board of directors of Amalco shall consist of not less than one (1) and not more than ten (10) directors, until changed in accordance with the BCBCA. Until changed by the shareholders of Amalco, or by the directors of Amalco if authorized by the shareholders of Amalco, the number of directors of Amalco shall be two. (h) The first director of Amalco shall be the person whose name and address for service appears below: Name Address for Service Resident ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇ #▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ American The first director named above shall hold office from the Closing Date until the later of the close of the first annual meeting of shareholders of Amalco and the date on which a successor is elected or appointed. (i) The by-laws of Amalco shall be, to the extent not inconsistent with this Agreement, the by-laws of Adira Subco, unless and until repealed or amended. (j) The first auditors of Amalco shall be MNP LLP, Char...

Amalco. (a) Name. The name of Amalco shall be “Field Trip Psychedelics Inc.”

Amalco. (a) Name. The name of Amalco shall be Profound Medical Inc.

Amalco. The following items shall occur relating to the creation of Amalco: (A) The name of Amalco shall be “Bayswater Holdings Inc.”; (B) The Certificate of Amalgamation is deemed to be the Certificate of Incorporation of Amalco; (C) The articles of Newco shall be deemed to be the articles of Amalco; (D) The registered office of Amalco shall be located at ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇; (E) The initial directors of Amalco shall be comprised of two persons, being ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇; (F) Each of the issued and outstanding Newco Shares shall be deemed to be Amalco Shares.

Amalco. The Articles of Amalgamation shall be in the form of the Articles of Amalgamation forming part of the Amalgamation Agreement and the by-laws of AVC shall, so far as applicable, be the by-laws of Amalco at the Effective Time until repealed or amended in the normal manner provided under the OBCA as may be necessary to give effect to this Agreement, including the following:

Amalco. (a) Amalco is a corporation duly organized, validly existing and in good standing under the Laws of the Province of British Columbia. Amalco has provided to the Company true, correct and complete copies of the Amalco Governing Documents, each as amended, restated or otherwise modified and in effect as of the date of this Agreement. Each of the Amalco Governing Documents is in full force and effect, and Amalco is not in violation of any of the provisions of the Amalco Governing Documents. (b) Amalco was formed solely for the purpose of engaging in the Transactions, and Amalco has not engaged in any other business or activities since its formation. At all times prior to the Company Amalgamation Effective Time, Amalco shall not have any assets, liabilities or obligations of any nature or any tax attributes, other than (i) those set forth under the Amalco Governing Documents (including its costs of formation), and (ii) pursuant to this Agreement, the Ancillary Agreements and the Transactions. (c) As of the date of this Agreement, the authorized share capital of Amalco consists of an unlimited number of common shares, 100 of which are issued and outstanding, and all issued and outstanding common shares of Amalco are owned by SPAC (the “Amalco Shares”). The Amalco Shares have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, were issued free and clear of all Liens other than transfer restrictions arising under applicable securities Laws or the Amalco Governing Documents and have not been issued in violation of (i) any provision of the Amalco Governing Documents, (ii) any purchase option, call option, right of first refusal, right of first offer, preemptive right, subscription right, conversion right or other similar right or (iii) any applicable securities Laws. At all times prior to the Company Amalgamation Effective Time, no other Equity Securities of Amalco shall be issued or outstanding. (d) Amalco has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject only to obtaining the Amalco Sole Shareholder Approval, to consummate the Transactions. The (a) execution and delivery by Amalco of this Agreement and the Ancillary Agreements to which it is or will be a party, (b) consummation of the Transactions and (c) performance of its obligations hereunde...