Amalgamation Sample Clauses
The Amalgamation clause defines the terms and conditions under which two or more entities may combine to form a single, unified entity. Typically, this clause outlines the process for merging assets, liabilities, and operations, and may specify the required approvals from stakeholders or regulatory bodies. Its core practical function is to provide a clear legal framework for the merger process, ensuring that all parties understand their rights and obligations, and to facilitate a smooth transition while minimizing disputes or uncertainties.
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Amalgamation. Where the terms of the current collective agreement do not contemplate the circumstances of a proposed amalgamation or of a change outlined in 14.01, the parties will meet to negotiate a separate memorandum. Failing agreement in these negotiations either party may refer the difference to arbitration.
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. 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. If any Debtor is a corporation, such Debtor acknowledges that if it amalgamates or merges with any other corporation or corporations, then (i) the Collateral and the Security Interests of such Debtor shall 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, shall extend to and include the amalgamated corporation, and (iii) the term “Obligations”, where used in this Agreement, shall extend to and include the Obligations of the amalgamated corporation.
Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, at the Effective Time:
2.2.1 SubCo and Mijem will amalgamate and continue as Amalco with the name "Mijem Inc.";
2.2.2 Each holder of Mijem Common Shares shall receive 0.3576 fully paid and non-assessable Great Oak Shares for each one Mijem Common Share held by each such holder (the "Exchange Ratio") which:
(A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares,
(B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares,
(C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares,
(D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common Shares shall be cancelled;
2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled;
2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D);
2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D);
2.2.6 The Acquiror shall receive one fully paid and non-assessable A...
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. The Corporation and Subco hereby agree to amalgamate and continue as one corporation under the provisions of the OBCA upon the terms and conditions hereinafter set forth. In furtherance of the foregoing, subject to the terms and conditions herein set forth and on the basis of the covenants, representations, warranties and agreements of the parties herein contained, each of the Acquiror, Subco and the Corporation covenant and agree to:
(a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approval of the shareholders of the Corporation to the Amalgamation, which Amalgamation Agreement shall give effect to the Amalgamation in accordance with the terms hereof;
(b) The Acquiror shall effect the Consolidation and the Share Reclassification immediately prior to the Amalgamation;
(c) co-operate with each other in the preparation and issuance of the Corporation Proxy Circular and in connection therewith provide the other parties with such information and material concerning its affairs as such other parties shall reasonably request, and to provide the other parties with an opportunity to review all disclosure in respect of the Corporation Proxy Circular and to make all such changes as are reasonably requested;
(d) co-operate with each other in the preparation and filing of the Listing Statement and in connection therewith provide the other parties with such information and material concerning its affairs as such other parties shall reasonably request, and to provide the other parties with an opportunity to review all disclosure in respect of the Listing Statement, as applicable and to make all such changes as are reasonably requested;
(e) 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, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: (i) the approval of the Exchange for the listing thereon of the Great Oak Common Shares; (ii) in the case of the Acquiror, effect the Consolidation, the Name Change and the Share Reclassification prior to the Effective Date; and (iii) obtain such other consents, orders or approvals as may be necessary or desirable to be obtained for the implementation of the Amalgamation, including without limitation those referred to in Article 9 hereof, and preparing and delivering all necessary docu...
Amalgamation. The Obligor 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) subject to Section 2.4, 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 Finance 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 “Obligor” 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. 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. 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.