Pre-Closing Amalgamation Sample Clauses
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Pre-Closing Amalgamation. Seller will implement prior to Closing a short form amalgamation pursuant to which each of the Subsidiaries, other than Dynamic, Premier Modular Homes Inc. and Western, is amalgamated into Seller which shall be the continuing amalgamated corporation. The amalgamation shall be effected pursuant to the Business Corporations Act (Alberta) and the current constating documents and bylaws of Seller shall be those of the amalgamated entity. All representations and warranties of Seller regarding itself, the Subsidiaries and the Business, and all Seller closing deliveries, shall continue as herein set forth with only such adjustments as are necessary to reflect the foregoing amalgamation. Without limiting the generality of the foregoing, Seller warrants that the amalgamation will not result in any change to the consolidated financing statements of Seller nor in any Material Adverse Effect.
Pre-Closing Amalgamation. 1. Redemption of all issued and outstanding preferred shares of CHC Composites Inc. by the Government of Newfoundland in accordance with the articles of incorporation of CHC Composites Inc.
2. Continuance of CHC Composites Inc. from Newfoundland to the Canada Business Corporations Act pursuant to section 299 of the Corporations Act (Newfoundland) and section 187 of the CBCA.
3. Short-form amalgamation of CHC Helicopter Corporation, CHC Helicopter Holdings Ltd., CHC Helicopters International Inc., 4357825 Canada Inc. (formerly CHC Global Operations Inc.), Viking Helicopters Ltd., CHC Composites Inc. and 4083423 Canada Inc. pursuant to section 184 of the CBCA to form an amalgamated corporation, also named “CHC Helicopter Corporation”. If CHC Global Operations Canada Inc. is not the holder of Canadian aviation licences subsequent to the reorganization of the Canadian regulated subsidiaries described in the Canadian Term Sheet, it shall be a party to the amalgamation referred to herein.
4. Unless notified in writing by the Purchaser otherwise, incorporation by CHC Helicopter Corporation of a new subsidiary under the CBCA and the contribution by CHC Helicopter Corporation to such new subsidiary of all of (a) the shares of Heli-One Inc. held by it, (b) the shares of Aero Turbine Support Ltd. held by it and (c) its other non-share assets.
Pre-Closing Amalgamation. Prior to the Closing (as defined below) the existing Class A Shareholders, being Cimex Holding Inc., 1291480 Ontario Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. shall be amalgamated into the Company (the "Amalgamation"). After the Amalgamation, the "Class A Shareholders" and "Class B Shareholders" will be as set forth in Schedule A hereto. All references to "Class A Shareholders" and "Class B Shareholders" shall include the post-Amalgamation Shareholders and all references to the "Company" shall include the predecessor corporations.