Amalgamation Events Clause Samples

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) Flowr and Subco shall be amalgamated and continue as Amalco; (b) each issued and outstanding Flowr Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (c) at the Effective Time, each issued and outstanding Subco Share shall be cancelled and replaced by one (1) fully paid and non-assessable Amalco Share; (d) at the Effective Time, each issued and outstanding Flowr Share (other than those held by Dissenting Shareholders) will be cancelled and replaced by one (1) fully paid and non- assessable Needle Share; (e) as consideration for the issuance of Needle Shares to effect the Amalgamation, Amalco shall issue to Needle one (1) Amalco Share for each Needle Share issued to the previous holders of Flowr Shares; (f) at the Effective Time, pursuant to the Option Conversion Agreements: (i) all of the outstanding Flowr Options that are not exercised prior to the Effective Time shall be cancelled and the holders thereof shall be issued one (1) Needle Option for each one (1) outstanding Flowr Option; (ii) all of the outstanding Flowr Plan Options that are not exercised prior to the Effective Time shall be cancelled and the holders thereof shall be issued one (1) Needle Plan Option for each one (1) outstanding Flowr Plan Option; and (iii) all of the outstanding Flowr Broker Warrants that are not exercised prior to the Effective Time shall be cancelled and the holders thereof shall be issued one (1) Needle Broker Warrant for each one (1) outstanding Flowr Broker Warrant;

Amalgamation Events. The Parties shall cause the Articles of Amalgamation to be filed pursuant to section 178 of the OBCA to effect the Amalgamation. Under the Amalgamation at the Effective Time: (a) Lucid and Subco will amalgamate and continue as Amalco under the name “Lucid Psycheceuticals Inc.”; (b) each of the Lucid Shares issued and outstanding immediately prior to the Effective Time shall be exchanged by the holders thereof for FSD Shares based on the Exchange Ratio, being 0.0412 FSD Shares for each Lucid Share, subject to adjustment pursuant to Section 4(a)(ii) of the Master Agreement, following which such Lucid Shares shall be cancelled; (c) each of the Subco Shares issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and non-assessable Amalco Share; (d) as consideration for the issuance of the FSD Shares to effect the Amalgamation, FSD shall receive and Amalco shall issue to FSD one fully paid and non- assessable Amalco Share for each FSD Share issued to the former holders of ▇▇▇▇▇ ▇▇▇▇▇▇; and (e) Amalco will be a wholly-owned subsidiary of FSD.

Amalgamation Events. The Parties shall cause the Articles of Amalgamation to be filed pursuant to section 185 of the CBCA to effect the Amalgamation. Under the Amalgamation: (a) ▇▇▇▇▇ and Subco will amalgamate and continue as Amalco; (b) the ▇▇▇▇▇ Shareholders shall receive one (1) Carpincho Share for each one (1) ▇▇▇▇▇ Share held, resulting in the issuance of up to 37,500,100 Carpincho Shares in the aggregate to be distributed proportionately amongst the ▇▇▇▇▇ Shareholders, and all ▇▇▇▇▇ Shares shall be cancelled; (c) all other convertible securities issued by ▇▇▇▇▇ shall be exchanged for convertible securities in the capital of Carpincho on a one (1) for one (1) basis, with all terms thereof adjustd accordingly; (d) each issued and outstanding Subco Share shall be converted into one fully paid and non-assessable Amalco Share; (e) as consideration for the issuance of the Carpincho Shares to effect the Amalgamation, Carpincho will receive one Amalco Share for each one ▇▇▇▇▇ Share outstanding immediately prior to the Effective Time; (f) all of the property and assets of each of the Amalgamating Corporations will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of the Amalgamating Corporations; and (g) Amalco will be a wholly-owned subsidiary of Carpincho.

Amalgamation Events. 5.1.1 On the Effective Date: (a) the one (1) issued and outstanding class A common share, having no par value, of TSX Subco shall be converted into one (1) issued and fully paid and non- assessable Class A Common Share, such Class A Common Share having an Issued and Paid-up Share Capital equal to the Issued and Paid-up Share Capital of the presently issued and fully paid class A common share of TSX Subco; (b) each issued and outstanding class B common share, having no par value, of TSX Subco shall be converted share for share into one (1) issued and fully paid and non-assessable Class B Common Share; (c) the MX Shares outstanding immediately prior to the Effective Date shall, at the election of each holder thereof, either be: (i) cancelled and the holder thereof shall receive in exchange such number of duly authorized, fully-paid and non-assessable TSX Shares equal to the product of the number of such MX Shares held by such holder multiplied by the Exchange Ratio (the “Share Alternative”); or (ii) converted into such number of duly authorized, fully- paid and non-assessable Redeemable Shares as is equal to the number of such MX Shares held by such holder, which Redeemable Shares shall be redeemed immediately following the Amalgamation by Amalco in consideration for $39 per share (the “Cash Alternative”), in each case subject to pro-ration as provided below; provided that: (x) no fractional TSX Shares will be issued under the Amalgamation, and any resulting fractional TSX Share shall be rounded down, to the closest whole number, and the MX Shareholder will receive the net cash proceeds of such fractional TSX Share as set forth in Section 5.1.3; (y) the maximum number of Redeemable Shares issuable to MX Shareholders under the Amalgamation will be 10,979,487 Redeemable Shares and the maximum amount of cash payable by Amalco on redemption of Redeemable Shares shall be $428,200,000 (the “Maximum Cash Consideration”); and (z) the maximum number of TSX Shares issuable to MX Shareholders under the Amalgamation will be 15,346,000 TSX Shares (the “Maximum Share Consideration”). Any MX Shareholder who fails to complete a Letter of Transmittal and notice of guaranteed delivery, if applicable, or who does not properly elect either the Share Alternative or the Cash Alternative in the Letter of Transmittal and notice of guaranteed delivery, if applicable, with respect to any MX Shares deposited by such MX Shareholder in connection with the Amalgamation will be deemed to ...

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) Ultron and Subco will amalgamate under the provisions of the BCBCA and continue as one company, being Amalco; (b) Subject to Section 2.1(e) of the Business Combination Agreement, holders of outstanding Ultron Shares shall receive such number of fully paid and non assessable Issuer Shares for each Ultron Share held in accordance with the Exchange Ratio; (c) Amalco shall issue to Issuer one fully paid and non-assessable Amalco Share for each Issuer Share so issued; (d) each outstanding Subco Share will be exchanged for fully paid and non-assessable Amalco Shares on the basis of one Amalco Share for each Subco Share; (e) Issuer will add to its capital maintained in respect of the Issuer Shares an amount equal to aggregate paid-up capital, for purposes of the Tax Act, of the Ultron Shares immediately prior to the Amalgamation (less the paid-up capital of any Dissenting Ultron Shares held by Dissenting Shareholders who do not exchange their Ultron Shares for Issuer Shares on the Amalgamation); (f) Amalco will add to its capital maintained in respect of the Amalco Shares an amount equal to the aggregate paid-up capital, for purposes of the Tax Act, of the Subco Shares and the Ultron Shares immediately prior to the Amalgamation (less the paid-up capital of any Dissenting Ultron Shares held by Dissenting Shareholders who do not exchange their Ultron Shares for Issuer Shares on the Amalgamation); (g) any convertible debt instruments of Ultron shall be assigned to the Resulting Issuer in accordance with its terms, and any Ultron Shares to be issued upon the conversion of any such instruments shall be issued as Resulting Issuer Shares on an equivalent basis; (h) all of the property and assets of each of Ultron and Subco will be the property and assets of Amalco and, subject to Section 6(g) hereof, Amalco will be liable for all of the liabilities and obligations of each of Ultron and Subco; and (i) Amalco will be a wholly-owned subsidiary of Issuer.

Amalgamation Events. Upon the Effective Date: 4.1.1 all issued and outstanding MAAX Shares shall be converted into fully paid and non-assessable Redeemable Shares, each having a paid up capital equal to its par value, on the basis of one issued, fully paid and non-assessable Redeemable Share for each issued and outstanding MAAX Share; 4.1.2 all issued and outstanding common shares of Subco and all redeemable preferred shares of Subco shall be converted into Common Shares, having an aggregate paid up capital representing the amount by which the aggregate paid up capital of (i) all issued and outstanding common shares and redeemable preferred shares of Subco, (ii) all issued and outstanding common shares and redeemable preferred shares of Subco II, and (iii) all issued and outstanding MAAX Shares, exceeds the aggregate paid up capital of the Redeemable Shares, on the basis of one issued, fully paid and non-assessable Common Share for each issued and outstanding common share or redeemable preferred share of Subco; and 4.1.3 all issued and outstanding common shares and redeemable preferred shares of Subco II shall be cancelled in consideration of the issuance by Newco II to 3087052 Nova Scotia Company of shares, having an aggregate value equal to the fair market value of all issued and outstanding common shares and redeemable preferred shares of Subco II held by 3087052 Nova Scotia Company immediately prior to the Amalgamation, on the basis of one issued, fully paid and assessable share of Newco II for each issued and outstanding common share and redeemable preferred share of Subco II.

Amalgamation Events. 3.1 At the Effective Time: 3.1.1 the holders of Acquisitionco common shares will receive Amalco common shares on the basis of one (1) Amalco common share for every one (1) Acquisitionco common shares held; 3.1.2 the holders of Trillium Class A Pref Shares will receive Amalco Class A Pref Shares on the basis of one (1) Amalco Class A Pref Share for every one (1) Trillium Class A Pref Share held; 3.1.3 the holders of Trillium Common Shares will receive Amalco Class B Pref Shares on the basis of one (1) Amalco Class B Pref Shares for every one (1) Trillium Common Share held; 3.1.4 concurrently with the Effective Time, Stem Cell will purchase all of the Debentures and all of the Trillium Class A Pref Warrants from the Debentureholders on the terms set forth in the Debenture Purchase and Merger Agreement; and 3.1.5 immediately following the Effective Time, Amalco shall then redeem all of the issued and outstanding Amalco Class A Pref Shares and Amalco Class B Pref Shares at the Redemption Amount of $0.00000000000001 per share.

Amalgamation Events. Upon the Amalgamation on the Effective Date: (a) holders of outstanding Park Place Shares shall receive one-half (½) of a ST Share for each Park Place Share held; (b) each outstanding Subco Share will be exchanged for one (1) Amalco Share; (c) as consideration for the issuance of ST Shares to effect the Business Combination, Amalco will issue to ST one (1) Amalco Share for each ST Share so issued; (d) all of the property and assets of each of Park Place and Subco will become the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Park Place and Subco; and (e) Amalco will be a wholly-owned subsidiary of ST.

Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date: (a) each issued and outstanding 79North Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share; (b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-assessable Amalco Share; (c) each issued and outstanding 79North Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable 12Ex Share;