Amalgamation A definition

Amalgamation A means the amalgamation of CWE Newco A and Neural Subco A by way of a “three-cornered amalgamation” with Neural under the provisions of Section 174 of the OBCA and pursuant to the terms of the Documents;
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Examples of Amalgamation A in a sentence

  • The obligation of Neural to exercise the Series A Option and proceed with Amalgamation A is subject to the satisfaction or waiver, on or before the date on which the Series A Exercise Notice is delivered, of the following conditions, each of which may be waived in writing by both Parties, in whole or in part, to the extent permitted by applicable Law.

  • The completion of the transactions contemplated under this Agreement shall be effected via electronic exchange or at the offices of CWE’s counsel, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, at 10:00 a.m. (Toronto time) (or such other time as the Parties may agree upon) on the Effective Date of Amalgamation A, or the Effective Date of Amalgamations B and C, as applicable.

  • Exchange of Shares of the Amalgamating Corporations for New Goldcorp Common Shares under the Amalgamation A holder of CSA Shares who exchanges such shares for New Goldcorp Common Shares by reason of the Amalgamation will not realize any capital gain or capital loss when CSA Shares held by the shareholder are exchanged for New Goldcorp Common Shares on the Amalgamation.

  • Such resolution or minutes, together with a duly executed copy of the Amalgamation A Agreement shall constitute sufficient notice ("Series A Option Exercise Notice") to proceed with Amalgamation A which shall be binding on the Parties once fully executed by each of the Parties.

  • The Put Note shall have a principal amount equal to the aggregate Share Issuance Price of the Neural Shares issued in exchange for shares of CWE Newco A under Amalgamation A.

  • If the Financial Information is not delivered in accordance with Section 7.2(f) and Schedule F on or before July 31, 2025 (the “Put Option Trigger Date”), Neural shall have the right, but not the obligation, to exercise an option (the “Put Option”) returning all of the Amalco A Shares, which it owns pursuant to Amalgamation A to CWE or a designated affiliate of CWE in exchange for a secured convertible promissory note (the “Put Note”).

  • The Parties hereby acknowledge that the Amalgamation A Agreement shall be substantially in the form attached as Schedule “A” to this Agreement.