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:
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. (a) Gateway agrees that promptly, but in any event within 20 days after the date hereof, it will cause Amalgamation Sub to be formed under the laws of Bermuda. Gateway agrees that it will own 100% of the common shares of the Amalgamation Sub at the Effective Time. At the Effective Time, Amalgamation Sub shall be amalgamated (the “Amalgamation”) with the Company in accordance with the provisions of the Companies Act and this Agreement, and the separate existence of Amalgamation Sub and the Company shall thereupon cease. The company resulting from the Amalgamation shall operate under the name of “FLAG Telecom Group Limited” and continue under the provisions of the Companies Act and other applicable Bermuda law and is referred to herein as the “Amalgamated Company”.
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. (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:
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. 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 ARTICLE IV
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 set forth in this Agreement, and in accordance with the Bermuda Companies Act 1981, as amended (the "Companies Act"), Sub shall be amalgamated with Xxxxxxxx at the Effective Time (as defined in Section 1.3), and the separate existence of Sub and Partners shall thereupon continue in the form of the company resulting from the Amalgamation (the "Amalgamated Company"). The Amalgamated Company shall operate under the name of "NTL (Bermuda) Limited" and continue under the provisions of the Companies Act and other applicable Bermuda law.
The Amalgamation. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 2.03), Amalgamation Sub shall be amalgamated with the Company in accordance with the Companies Act and this Agreement. As a result of the Amalgamation, the amalgamation of the Company and Amalgamation Sub and their continuance as the Amalgamated Company shall become effective under the provisions of the Companies Act and of this Agreement.
