Amalgamation Closing definition

Amalgamation Closing as defined in the Business Combination Agreement shall be referred to herein as the “Transactions Closing”);
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Amalgamation Closing shall have the meaning given in the Recitals hereto.
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Amalgamation Closing means the closing, fulfillment and completion of the Amalgamation and all of the actions required or permitted to be taken with respect to the Amalgamation and the Amalgamation Agreement.
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Examples of Amalgamation Closing in a sentence

  • Notwithstanding anything herein to the contrary, the consummation of the Subscription contemplated hereby (the “Closing”) is contingent upon the completion of each element of the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing (the date of the Closing, the “Closing Date”).

  • The Closing shall occur on the Closing Date, subject to the completion of the other parts of the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing.

  • All conditions precedent to the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing) set forth in the Business Combination Agreement or other relevant transaction agreements shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement.

  • All conditions precedent to the Amalgamation Closing set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement, and the Cayman Merger has been consummated.

  • Prior to the Amalgamation Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to all Acquiror Share Redemptions.

  • On the Amalgamation Closing Date, PubCo shall assume and amend and restate all of the Company Incentive Plans into PubCo’s incentive equity plans in substantially the forms attached hereto as Exhibit I.

  • Except as would not be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, the tangible and intangible assets owned, licensed or leased by the Company and its Subsidiaries constitute all of the assets reasonably necessary for the continued conduct of the business of the Company and its Subsidiaries after the Amalgamation Closing in the ordinary course.

  • Each of the Acquiror SEC Filings, as of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Amalgamation Closing Date, then on the date of such filing), complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder applicable to the Acquiror SEC Filings.

  • The date on which the Amalgamation Closing actually occurs is referred to in this Agreement as the “Amalgamation Closing Date”.

  • At the Amalgamation Closing, provided that the Closing under the Panama SPA has occurred, each of Epsilon Asia Holdings II Pte Ltd, TPG Asia VI SF Pte Ltd, TPG Asia VI SPV GP LLC and REA Asia Holding Co. Pty Ltd shall duly execute and deliver to PubCo, and PubCo shall execute and deliver to each such party, counterparts of a shareholders’ agreement with respect to PubCo, substantially in the form attached as Schedule D to this Agreement.

Related to Amalgamation Closing

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Second Merger has the meaning set forth in the Recitals.

  • Second Closing has the meaning set forth in Section 2.2.

  • Merger has the meaning set forth in the Recitals.

  • Merger Date means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Amalgamation Application means the amalgamation application that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA in order to give effect to the Amalgamation, substantially in the form attached hereto as Schedule C;

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Amalgamating Corporations means both of them;

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • Permitted Merger shall have the meaning set forth in Section 3.01.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • IPO Closing Date means the closing date of the IPO.

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Original Closing Date means March 21, 2013.