Amalgamation Sub. At the Effective Time, by virtue of the Amalgamation and without any action on the part of the holder of any capital shares of Amalgamation Sub, each common share, par value $1.00 per share, of Amalgamation Sub issued and outstanding immediately prior to the Effective Time shall be converted into one common share, par value $1.00 per share, of the Amalgamated Company.
Amalgamation Sub. Each share of Amalgamation Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued and fully paid Amalgamated Company Share.
Amalgamation Sub. Subject to the exceptions set forth in Schedule 3 attached hereto (the “Parent Schedule”), each of Parent and Amalgamation Sub represents and warrants to, and covenants with, the Company, as follows:
Amalgamation Sub. “Amalgamation Sub” shall have the meaning set forth in the introductory paragraph to this Agreement.
Amalgamation Sub. Amalgamation Sub has been formed by Purchaser for the purpose of effecting the Amalgamation. The authorized capital securities of Amalgamation Sub consist of 100 units, of which 100 units are issued and outstanding. All of the issued and outstanding units of Amalgamation Sub are owned by Purchaser and are validly issued, fully paid and non-assessable. Except for obligations incurred in connection with its formation or organization or the negotiation and consummation of this Agreement and any related documentation to which it is a party, and the transactions contemplated hereby and thereby, Amalgamation Sub has neither incurred any obligation or liability nor engaged in any business or activity of any type or kind whatsoever or entered into any agreement or arrangement with any Person.
Amalgamation Sub. At the Effective Time, each share of Common Stock, without par value, of Amalgamation Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Amalgamated Company.
Amalgamation Sub. AUM Biosciences Subsidiary Pte. Ltd., a private company limited by shares incorporated in Singapore By: /s/ Vxxxxx Xxxxx Name: Vxxxxx Xxxxx Title: Director MERGER SUB: AUM Biosciences Delaware Merger Sub, Inc., a Delaware corporation By: /s/ Vxxxxx Xxxxx Name: Vxxxxx Xxxxx Title: Director
Amalgamation Sub. Since the date of its incorporation, Amalgamation Sub has neither engaged in or transacted any business or activity of any nature other than activities related to its corporate organization and the execution and delivery of this Agreement and the Related Agreements. Amalgamation Sub has no assets or liabilities or obligations of any kind whatsoever, and other than this Agreement and the Related Agreements, is not a party to any contract, agreement or undertaking of any nature.
