The Business Combination. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the Applicable Corporate Laws:
The Business Combination. On July 21, 2022, the Company domesticated as a Delaware corporation and changed its name to “OPAL Fuels Inc.” and, on July 21, 2022, completed its business combination with OPAL Fuels LLC (the “Business Combination”). In accordance with Section 4.5 of this Agreement, upon effectiveness of the Business Combination, the holders of the Warrants thereafter had the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, an Alternative Issuance in shares of Class A common stock, par value $0.0001 per share, of OPAL Fuels Inc. (the “Class A common stock”).
The Business Combination. This Plan of Arrangement shall, without any further act or formality required on the part of any Person, except as expressly provided herein, become effective at, and be binding at and after, the Effective Time on Pubco, Verano, AME, POR, RVC, BC Newco, Xxxxx, Xxxxx Amalco, the Resulting Issuer, POR Holdings, Canadian AME Members, Verano Blockercos, the Partially Owned Verano Subsidiaries and all registered and beneficial holders of securities of the foregoing Persons and their subsidiaries including Pubco Dissenting Shareholders, the registrar and transfer agent of Pubco and the Resulting Issuer; the Depository; and all other Persons served with notice of the final application to approve this Plan of Arrangement.
The Business Combination. 1.1 Basis of the Business Combination The Parties intend to proceed with a court sanctioned plan of arrangement of St. Jude effected pursuant to the Canada Business Corporations Act whereby Golden Star will directly or indirectly acquire all of the issued and outstanding St. Jude Common Shares (and other securities of St. Jude) following which St. Jude will become a direct or indirect wholly-owned subsidiary of Golden Star. Notwithstanding the foregoing, the ultimate form of Business Combination will be mutually determined by Golden Star and St. Jude, each acting reasonably, based on tax, securities and corporate law and other considerations. The Parties intend that the Business Combination will be completed by December 16, 2005 (the “Effective Date”). Subject to the terms and conditions of this Agreement, the Parties shall complete the Business Combination on the following terms: (a) the holders of St. Jude Common Shares will exchange their St. Jude Common Shares for common shares of Golden Star (the “Golden Star Common Shares”) on the basis of 0.72 Golden Star Common Shares for each one St. Jude Common Share; and (b) the outstanding warrants and options of St. Jude (the “St. Jude Convertible Securities”) shall be exchanged for Golden Star warrants or options, such that each holder will be entitled to receive on the exercise thereof that number of Golden Star Common Shares that is equal to (w) the number of St. Jude Common Shares that would otherwise have been issuable upon the exercise thereof multiplied by (x) 0.72, with the exercise price thereof being adjusted to be the number that is equal to (y) the exercise price of the applicable St. Jude Convertible Security divided by (z) 0.72, provided that such options and warrants shall not expire prior to the date on which the respective St. Jude Convertible Securities were to expire pursuant to their respective terms or, in the event of St. Jude options that would otherwise expire on the completion of the Business Combination as a result of a holder thereof ceasing to be an employee, officer or director concurrent with the completion of the Business Combination, subject to receipt of any necessary regulatory approvals and provided that no majority of the minority St. Jude securityholder approval is required, the expiry date of such options will be extended to the date that is 90 days after the date of completion of the Business Combination.
The Business Combination. Mustxxx xxxees that he will take all necessary steps and action required to permit a business combination to be consummated between Cambridge and a Whitehall Entity or Whitehall Entities on or before a date which is sixty (60) days from the date of this Agreement upon such terms as may be mutually determined. The terms of such business combination will relate principally to the number of shares of the voting common stock of Cambridge to be issued to Mustxxx xxx other beneficial holders of the outstanding voting common stock of the Whitehall Entity or Whitehall Entities combined with or to be combined with Cambridge which number of shares of voting common stock of Cambridge issued in such exchange will vest voting control of Cambridge
The Business Combination. Pursuant to the Arrangement Agreement, the Parties have agreed to undertake a transaction on the terms and conditions set out in the Arrangement Agreement (the “Proposed Transaction”) pursuant to which, among other things:
The Business Combination. On June 10, 2021, the Company domesticated as a Delaware corporation and changed its name to “indie Semiconductor, Inc.” and completed its business combination with Xx Xxx Xxx, LLC (the “Business Combination”). In accordance with Section 4.4 of this Agreement, upon effectiveness of the Business Combination, the holders of the Warrants thereafter had the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, an Alternative Issuance in shares of Class A common stock, par value $0.0001 per share, of indie Semiconductor, Inc. (the “Class A common stock”).
The Business Combination. Section 2.1 Business Combination Steps 6 Section 2.2 Implementation Covenants 8 Section 2.3 Board of Directors 8 ARTICLE 3 PUBLICITY Section 3.1 Publicity 9
The Business Combination. On October 24, 2022, the business combination was consummated by and among the Company, ENPC, ENPC Merger Sub, Inc., a Delaware corporation, GREP Merger Sub, LLC, a Delaware limited liability company and GREP Holdings, LLC, a Delaware limited liability company (the “Business Combination”). Upon the consummation of the Business Combination, as provided in Section 4.4 herein, the Warrants were no longer exercisable for shares of common stock of ENPC and instead became exercisable for shares of Common Stock of the Company.
The Business Combination. 2.1 Fireswirl, West Pacific and Xxxxxx hereby agree that the Original Agreement is terminated pursuant to Section 10.1 of the Original Agreement.
