Genterra Amalgamation Resolution definition

Genterra Amalgamation Resolution means the special resolution of the Holders of Genterra Shares approving the Amalgamation, to be substantially in the form and content of Schedule “2.01(b)” hereto;
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Examples of Genterra Amalgamation Resolution in a sentence

  • As promptly as reasonably practicable, CMI shall give the Notice of CMI Meeting, Genterra shall give the Notice of the Genterra Meeting and Genterra and CMI shall prepare the Circular together with any other documents required by the Securities Act, the OBCA or other applicable Laws in connection with the approval of the CMI Amalgamation Resolution, the Genterra Amalgamation Resolution and matters related thereto.

  • The execution, delivery and performance of this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all necessary corporate action of Genterra, other than the approval by the shareholders of Genterra of the Genterra Amalgamation Resolution.

  • Genterra covenants in favour of CMI that Genterra shall lawfully convene and hold the Genterra Meeting for the purpose of considering the Genterra Amalgamation Resolution as soon as reasonably practicable and, in any event, no later than December 31, 2009, subject to adjournments or postponements, as may be agreed to by CMI and Genterra.

  • Recommendation of the Genterra Board of Directors Genterra’s board of directors has determined based on, among other things, the considerations noted below, that the terms of the Amalgamation are in the best interests of Genterra and are fair to the holders of Genterra Shares and unanimously recommends that Genterra Shareholders vote in favour of the Genterra Amalgamation Resolution.

Related to Genterra Amalgamation Resolution

  • Amalgamation Resolution means the special resolution of the Shareholders concerning the Amalgamation to be considered at the Meeting, substantially in the form set out in Appendix A to the Circular;

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

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

  • 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.

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

  • 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;

  • Arrangement Resolution means the special resolution of the Company Shareholders approving this Plan of Arrangement to be considered at the Company Meeting.

  • unanimous resolution means, subject to subsection (3) -

  • Special Resolution means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

  • resolution plan means a plan proposed by resolution applicant for insolvency resolution of the corporate debtor as a going concern in accordance with Part II;

  • Supplemental Resolution means any resolution or resolutions of the Trust amending, modifying or supplementing this Bond Resolution, authorizing the issuance of a Series of Refunding Bonds, or any other Supplemental Resolution adopted by the Trust pursuant to the provisions of this Bond Resolution.

  • Bond Resolution means the resolution to be adopted by the Governing Body prescribing the terms and details of the Bonds and making covenants with respect thereto.

  • Amalgamating Corporations means both of them;

  • Resolution Time means 1:00 p.m. New York time on the Local Business Day following the date on which the notice of the dispute is given under Paragraph 5.

  • Relevant Supervisory Consent means, in relation to any redemption or purchase of the Notes, any required permission of the Relevant Regulator applicable to the Company or the Relevant UK Resolution Authority (as applicable). For the avoidance of doubt, Relevant Supervisory Consent will not be required if either (i) none of the Debt Securities qualify as part of the Issuer’s regulatory capital, or own funds and eligible liabilities or loss absorbing capacity instruments, as the case may be, each pursuant to the Loss Absorption Regulations, (ii) the relevant Debt Securities are repurchased for market-making purposes in accordance with any permission given by the Relevant Regulator pursuant to the Loss Absorption Regulations within the limits prescribed in such permission or (iii) the relevant Debt Securities are being redeemed or repurchased pursuant to any general prior permission granted by the Relevant Regulator or the Relevant UK Resolution Authority (as applicable) pursuant to the Loss Absorption Regulations within the limits prescribed in such permission.

  • Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

  • Ordinary Resolution means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.

  • Guarantor’s Board Resolution means a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Guarantor to have been duly adopted by the Guarantor's Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee.

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;

  • Relevant UK Resolution Authority means any authority with the ability to exercise a UK Bail-in Power.

  • Amalgamated Company means the company continuing from the Amalgamation.