The Amalgamation Clause Samples
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The Amalgamation. (a) The Seller and the Purchaser agree that the Amalgamation will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and as more fully set forth in the Amalgamation Agreement, including, without limitation, as follows:
(i) At the Effective Time, AcquireCo and NewCo shall be amalgamated and shall continue as one company, being Amalco, pursuant to the provisions of Section 279 of the BCBCA.
(ii) At the Effective Time:
(A) each of the NewCo Shares issued and outstanding immediately prior to the Effective Time shall be exchanged by the Seller for one (1) fully paid and non-assessable Consideration Share and one (1) Top- Up Special Warrant;
(B) each issued and outstanding Newco Share held by the Purchaser as a result of the exchange of Newco Shares for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be immediately exchanged for one (1) fully paid and non-assessable Amalco Shares; and
(C) each issued and outstanding AcquireCo Share held by the Purchaser will be exchanged for one (1) fully paid and non-assessable Amalco Share.
(b) The Seller agrees that 4,500,000 of the Consideration Shares issuable to the Seller on the Effective Date (the “Locked-Up Shares”) will be subject to a contractual restriction on resale (the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any of the Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as may be required by reason of the dissolution or bankruptcy of the Seller, until released in accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and agrees that the Locked-Up Shares will bear legends reflecting the Lock-Up Restriction.
(c) Fractional Consideration Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of Consideration Shares to be issued to the Seller under the Amalgamation would result in a fraction of a Consideration Share being issuable, the number of Consideration Shares to be issued to the Seller will be rounded down to the next whole number.
The Amalgamation. Upon the terms and subject to the conditions set forth in this Agreement and the Amalgamation Agreement, substantially in the form attached as Exhibit C hereto (the “Amalgamation Agreement”), and in accordance with the Companies Act, at the Effective Time, Amalgamation Sub and the Company shall amalgamate pursuant to the Companies Act and the amalgamated entity created on consummation of the Amalgamation of Amalgamation Sub and the Company shall continue as a Bermuda exempted company (the “Amalgamated Company”) as a result of the Amalgamation. The name of the Amalgamated Company shall be “Torus Insurance Holdings Limited”.
The Amalgamation. At the Closing Time (as defined in Section 1.2 below) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Business Corporations Act (Ontario) (the "Act") BackWeb Canada and Lanacom shall be amalgamated in order to create the Surviving Corporation.
The Amalgamation. Upon the terms and subject to the conditions set forth in this Agreement and in the Amalgamation Agreement, and in accordance with applicable provisions of the Companies Act, at the Effective Time, Amalgamation Sub and the Company shall amalgamate and the Company and Amalgamation Sub shall continue as one company as a result of the Amalgamation.
The Amalgamation. Section 3.1. The Amalgamation 19 Section 3.2. Effects of the Amalgamation 19 Section 3.3. Amalgamation Closing; Amalgamation Effective Time 19 Section 3.4. Amalgamation Closing Deliverables 20 Section 3.5. Governing Documents 21 Section 3.6. Directors and Officers 21
The Amalgamation. Subject to the terms and conditions of this Agreement, and in accordance with the applicable provisions of the Bermuda Companies Act and the constitutional documents of the Company, at the Effective Time, (a) Amalgamation Sub and the Company shall amalgamate and the amalgamated company resulting from the Amalgamation shall continue as a Bermuda exempted company limited by shares (the “Amalgamated Company”), and (b) the Amalgamation shall have the effects set forth in this Agreement and Section 109(1) of the Bermuda Companies Act. As a result of the Amalgamation, the Amalgamated Company shall become a wholly-owned Subsidiary of Parent. The name of the Amalgamated Company shall be Global Sources Ltd.
The Amalgamation. DecisionPoint and MergerCo shall amalgamate to form the Amalgamated Corporation and shall continue as one corporation under the OBCA, with the effect set forth in Subsection 182(1)(d) of the OBCA, as follows:
(a) Each whole DecisionPoint Common Share shall be converted into and each holder of DecisionPoint Common Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Share for each whole DecisionPoint Common Share, with holders of DecisionPoint Common Shares receiving not more than 4,593,661 Comamtech Shares;
(b) Each whole DecisionPoint Preferred Share shall be converted into and each holder of DecisionPoint Preferred Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Convertible Preferred Share for each whole DecisionPoint Preferred Share, with holders of DecisionPoint Preferred Shares receiving not more than 362,500 Series A Cumulative Convertible Preferred Shares;
(c) The name of the Amalgamated Corporation shall be specified in the Articles of Arrangement by DecisionPoint prior to or on the Effective Date;
(d) The address of the registered office of the Amalgamated Corporation shall be 3▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ Centre, Box 20 T▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇;
(e) There shall be no restrictions on the business that the Amalgamated Corporation may carry on or on the powers it may exercise;
(f) At the time of the filing of Articles of Arrangement with the Director, the Amalgamated Corporation shall be authorized to issue an unlimited number of common shares having the rights, privileges, restrictions and conditions as provided in Schedule 2 attached hereto;
(g) The board of directors of the Amalgamated Corporation shall consist of not less than a minimum of one nor more than a maximum of 12 which, until changed in accordance with the OBCA, shall be fixed at 2. The initial directors of the Amalgamated Corporation shall be N▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and M▇▇▇ ▇▇▇▇▇▇▇;
(h) The by-laws of the Amalgamated Corporation shall be as provided in Schedule 3 attached hereto;
(i) The transfer of shares in the capital of the Amalgamated Corporation shall be restricted in that no share may be transferred without either: (i) the consent of the directors of the Amalgamated Corporation expressed by resolution passed by the board of directors of the Amalgamated Corporation or by an instrument or instruments in writing signed by all of such directors, or (ii) the consent of the holders of shares to which are...
The Amalgamation. (a) Upon the terms and subject to the conditions set forth in this Agreement, following the Merger Effective Time at the Amalgamation Closing, Amalgamation Sub and the Company (Amalgamation Sub and the Company sometimes being referred to herein as the “Amalgamating Entities”) shall amalgamate and continue as one company, with the Company being the surviving company in the Amalgamation (hereinafter referred to for the periods at and after the Amalgamation Effective Time as the “Surviving Company”), and as a wholly-owned Subsidiary of PubCo.
The Amalgamation. Upon the terms and subject to the conditions herein set forth, and in accordance with The Companies Act 1981 ("CA"), the Amalgamating Companies shall make the appropriate filings with the Registrar of Companies in Bermuda and IEL shall be amalgamated with and into Sub at the Effective Time (as hereinafter defined). Following the Amalgamation, the separate corporate existence of IEL shall cease and IEL and Sub shall continue as the amalgamated company (the "Amalgamated Company") and shall continue to exist as a company incorporated and governed by the laws of Bermuda.
The Amalgamation. Subject to the satisfaction or waiver of the conditions set forth in Article VII, if after purchasing Shares in the Offer, Subsidiary does not own enough Shares to effectuate a Compulsory Acquisition (and has not acquired enough Shares within 30 days through open market purchases if Subsidiary has chosen to make such open market purchases), the parties shall as soon as practicable thereafter consummate the Amalgamation as provided in the remainder of this Section 2.2 and in Article III and in any amalgamation agreement entered into to effect the Amalgamation (the "Amalgamation Agreement"). Subject to the terms and conditions of this Agreement, the Amalgamation Agreement and applicable provisions of the BC Act, at the Effective Time: (i) Subsidiary will amalgamate with the Company; (ii) the separate existence of Subsidiary and the Company will cease; and (iii) Amalco will continue as the successor corporation to the business and undertaking theretofore undertaken by the Company and Subsidiary. From and after the Effective Time, and without any further action on the part of any person, the Amalgamation will have all the effects provided by applicable Legal Requirements, the effects described in Section 3.1 hereof with respect to the exchange of share capital and the effects to be set forth in the Amalgamation Agreement.