Amalgamation Sample Clauses

Amalgamation. Each Granting Party acknowledges and agrees that, in the event it amalgamates with any other company or companies, it is the intention of the parties hereto that the term “Grantor” or “Pledgor”, when used herein, shall apply to each of the amalgamating corporations and to the amalgamated corporation, such that the lien granted hereby: (a) shall extend to Collateral owned by each of the amalgamating corporations and the amalgamated corporations at the time of amalgamation and to any Collateral thereafter owned or acquired by the amalgamated corporation, and (b) shall secure all Obligations of each of the amalgamating corporations and the amalgamated corporations to the Canadian Collateral Agent and the Lenders at the time of amalgamation and all Obligations of the amalgamated corporation to the Canadian Collateral Agent and the Lenders thereafter arising. The Lien shall attach to all Collateral owned by each corporation amalgamating with Granting Party, and by the amalgamated corporation, at the time of the amalgamation, and shall attach to all Collateral thereafter owned or acquired by the amalgamated corporation when such becomes owned or is acquired.

Amalgamation. The Debtor acknowledges that if it amalgamates with any other corporation or corporations, to the extent permitted in the Credit Agreement, then (i) the Collateral and the Security Interest created by this Agreement will extend to and include all the property and assets of the amalgamated corporation and to any property or assets of the amalgamated corporation thereafter owned or acquired, (ii) the term “Debtor”, where used in this Agreement, will extend to and include the amalgamated corporation, and (iii) the term “Secured Obligations”, where used in this Agreement, will extend to and include the Secured Obligations of the amalgamated corporation.

Amalgamation. The Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the Act upon the terms and conditions hereinafter set out. Each of FSD and ▇▇▇▇▇ acknowledge and agree that the Amalgamation and the matters related thereto as contemplated hereby are subject to the approval of the Amalgamation by the Lucid Shareholders and by FSD as the sole shareholder of Subco in accordance with the Act. In furtherance of the foregoing, subject to the terms and conditions herein and on the basis of the covenants, representations, warranties and agreements of the parties herein, each of Lucid, Subco, and FSD covenants and agrees to: (a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approvals of the securityholders of each of Lucid and Subco to the Amalgamation, all as further set forth herein; (b) co-operate with each other, as promptly as reasonably practicable, in the preparation of all documents required by applicable legislation and/or regulation in connection with all securityholder required in respect of the Amalgamation and the other matters contemplated hereby, and in connection therewith, each party shall provide such other parties with such information and material concerning its affairs as the other parties shall reasonably request; (c) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith as set forth herein, including: (i) obtaining such other consents, orders or approvals as are necessary or desirable to be obtained for the implementation of the Amalgamation, and preparing and delivering all necessary documents in connection therewith; and (ii) subject to obtaining the approval of Lucid Shareholders and the approval of FSD as the sole shareholder of Subco and subject to Section 10: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regard; and (d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (ii) each UHC Class A Share shall be exchanged for 1.33 fully paid and non-assessable Vesta Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iii) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as consideration for the issuance of the Vesta Shares to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have...

Amalgamation. The Amalgamating Corporations agree to amalgamate pursuant to the provisions of the Act as of the Effective Date and to continue as one corporation without share capital on the terms and conditions herein described.

Amalgamation. The Borrowers acknowledge that if, to the extent permitted under the Securities Purchase Agreement, either Borrower amalgamates or merges with any other Person (a) the term “

Amalgamation. Upon the conditions set out in this Agreement being satisfied or waived in accordance with the provisions of this Agreement and the Acquisition Agreement, including the adoption and approval by the shareholders of the Amalgamating Corporations of this Agreement, subject to the BCBCA: (i) the amalgamation of the Amalgamating Corporations and their continuance as one company, Amalco, under the terms and conditions prescribed in this Agreement shall be effective and irrevocable; (ii) the property, rights and interests of each of the Amalgamating Corporations shall continue to be the property, rights and interests of Amalco; (iii) Amalco shall become capable immediately of exercising the functions of an incorporated company; (iv) the shareholders of Amalco have the powers and the liability provided in the BCBCA; (v) each shareholder of the Amalgamating Corporations is bound by this Agreement; (vi) Amalco will be a wholly-owned subsidiary of RWB; (vii) Amalco shall continue to be liable for the liabilities and obligations of each of the Amalgamating Corporations; (viii) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations shall be unaffected; (ix) any legal proceeding being prosecuted or pending by or against any of the Amalgamating Corporations may be continued to be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco; and (x) any conviction against, or ruling, order or judgment in favour of or against, any of the Amalgamating Corporations may be enforced by or against Amalco. SubCo and NewCo hereby agree to amalgamate and to continue as one corporation effective from the Effective Time pursuant to Section 269 of the BCBCA, on the terms and conditions set forth herein and in the Acquisition Agreement.

Amalgamation. Each Grantor acknowledges and agrees that in the event it amalgamates with any other corporation or corporations, it is the intention of the parties that the Security Interest (i) extends to: (A) all of the property and undertaking that any of the amalgamating corporations then owns, (B) all of the property and undertaking that the amalgamated corporation thereafter acquires, (C) all of the property and undertaking in which any of the amalgamating corporations then has any interest and (D) all of the property and undertaking in which the amalgamated corporation thereafter acquires any interest; and (ii) secures the payment and performance of all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by each of the amalgamating corporations and the amalgamated corporation to the Credit Parties in any currency, however or wherever incurred, and whether incurred alone or jointly with another or others and whether as principal, guarantor or surety and whether incurred prior to, at the time of or subsequent to the amalgamation. The Security Interest attaches to the additional collateral at the time of amalgamation and to any collateral thereafter owned or acquired by the amalgamated corporation when such becomes owned or is acquired. Upon any such amalgamation, the defined term “Grantor” means, collectively, each of the amalgamating corporations and the amalgamated corporation, the defined term “Collateral” means all of the property and undertaking and interests described in (i) above, and the defined term “Secured Obligations” means the obligations described in (ii) above.

Amalgamation. In accordance with the Transaction Agreement, the Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the Act upon the terms and conditions hereinafter set out.