BMGX definition
Examples of BMGX in a sentence
The Debtor, the Guarantor, the Secured Creditor and Repadre International Corporation (“Repadre”) entered into a purchase agreement dated as of the date hereof (the “Purchase Agreement”) pursuant to which the Guarantor has agreed to purchase the shares of BMGX (Barbados) Corporation from Repadre and the Debtor has agreed to purchase all of the shares of 1210078 Alberta Ltd.
Upon issuance, the Debenture Shares will be duly authorized and validly issued as fully paid and non-assessable Common Shares of BMGX, and the holder of the Debenture will acquire good and valid title to such Debenture Shares, free and clear of any liens.
Each of the Purchasers has the corporate power to enter into and perform its obligations under the Transaction Documents to which it is a party, and without limiting the foregoing, BMGX has the corporate power to issue the Share Consideration and to issue the Debenture Shares upon the exchange, if any, of the Debenture for such Debenture Shares.
BMGX is a corporation incorporated and existing under the laws of the state of Nevada.
As of the date hereof and on the Closing Date, all of the issued and outstanding shares of AlbertaCo will be legally and beneficially owned by BMGX.
Subject to the terms and conditions of this Agreement, on the Closing Date (i) IAMGold agrees to sell, assign and transfer to AlbertaCo and AlbertaCo agrees to purchase from IAMGold, the Canada Shares and (ii) Repadre agrees to sell, assign and transfer to BMGX, and BMGX agrees to purchase from Repadre, the Barbados Shares (together with the Canada Shares, the “Purchased Shares”).
The transfer of the Canada Shares to AlbertaCo has been authorized by all necessary corporate action of Newco Canada and IAMGold, and the transfer of the Barbados Shares to BMGX has been authorized by all necessary corporate action of Newco Barbados and Repadre.
Battle Mountain shall maintain 100% ownership of all issued and outstanding capital of BMGX, in all such cases on a fully-diluted basis.
The execution and delivery of, and performance by each Purchaser of its obligations under each of the Transaction Documents to which it is a party (including, without limitation, the issuance by BMGX of the Common Shares and the allotment, reservation and, if applicable, issuance of the Debenture Shares) have been authorized by all necessary corporate action on the part of each of the Purchasers.
The Owner confirms that any or all rights and obligations of BMGX pursuant to this agreement may be assigned to any Affiliate of BMGX, without the prior consent of the Owner, provided that BMGX provides the Owner with written notice thereof.