Newco Amalgamation Resolution definition

Newco Amalgamation Resolution means the special resolution of the sole shareholder of Newco, to be signed by BetterLife in its capacity as the sole holder of the shares of Newco, approving the adoption of the Agreement to be in substantially the form and content of Schedule A hereto;
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Examples of Newco Amalgamation Resolution in a sentence

  • Other than the approval of the Newco Amalgamation Resolution by BetterLife, no other corporate or shareholder proceedings on the part of BetterLife are necessary to authorize such Transaction Documents or to consummate the Amalgamation.

  • Placement of doctoral students in different countries that are members of European Union.

  • BC0981624 covenants in favour of NHS and Newco that BC0981624 shall in its capacity as the sole shareholder of Newco sign the Newco Amalgamation Resolution as soon as reasonably practicable and, in any event, no later than July 31, 2014, or such other date as may be agreed to by NHS and BC0981624.

  • Per: /s/ Robert Metcalfe Authorized Signatory SCHEDULE A Form of Newco Amalgamation Resolution 12167573 CANADA LTD.(the “Corporatiion”) A Canadian Corporation Written Resolution of the Sole Shareholderpursuant to the Canada Business Corporations Act and Articles of Incorporation of the Corporation AMALGAMATION OF THE COMPANY WITH AND INTO ALTUM PHARMACEUTICALS INC.

  • This Agreement may not be amended except by mutual written agreement of the parties hereto, provided that after approval of the Exro Amalgamation Resolution by the Holders of Exro Shares and approval of the Newco Amalgamation Resolution by BioDE, no amendment may be made that by applicable Law requires further approval or authorization by the Holders of Exro Shares, BioDE or the Holder of BioDE Shares (as applicable) without such further approval or authorization.

  • Per: / Xxxxxxx Xxxxxxxxx / Authorized Signatory SCHEDULE A Form of Newco Amalgamation Resolution 1089001 B.C. LTD.

  • Per: /s/ Xxxxxx Xxxxxxxx Authorized Signatory SCHEDULE A Form of Newco Amalgamation Resolution 12167573 CANADA LTD.

  • Per: SCHEDULE “A” Form of Newco Amalgamation Resolution SPECIAL RESOLUTION OF THE SOLE SHAREHOLDER OF 1284544 ALBERTA LTD.

  • The execution and delivery of this Agreement and the performance by BioDE of its obligations hereunder have been duly authorized by the board of directors of BioDE, and, subject to the approval of the Newco Amalgamation Resolution by the Holder of Newco Shares, no other corporate proceedings on the part of BioDE is necessary to authorize this Agreement or the performance by BioDE of its obligations hereunder.

  • III covenants in favour of IC2E and Newco that III shall in its capacity as the sole shareholder of Newco sign the Newco Amalgamation Resolution as soon as reasonably practicable and, in any event, no later than June 30, 3007, or such other date as may be agreed to by IC2E and III, subject to satisfaction of the conditions set forth in and herein.

Related to Newco 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;

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

  • Arrangement Resolution means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting, substantially in the form of Schedule B.

  • 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.

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

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

  • Series Resolution or “this Resolution” means this Resolution authorizing the issuance and sale of the Series 2020 Bonds in one or more series or sub-series, and including the applicable Certificate of Award for any such series.

  • 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;

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

  • Single Series Extraordinary Resolution means a resolution passed at a meeting of Noteholders duly convened and held in accordance with the procedures prescribed by the Issuer and the Fiscal Agent pursuant to Condition 14(a) (Convening Meetings of Noteholders; Conduct of Meetings of Noteholders; Written Resolutions) by a majority of:

  • 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.

  • Master Resolution means the Amended and Restated Master Resolution Establishing The University of Texas System Revenue Financing System adopted by the Board on February 14, 1991, as amended on October 8, 1993, and August 14, 1997.

  • 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;

  • 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.

  • Multiple Series Two Limb Extraordinary Resolution means a resolution considered at separate meetings of the holders of each affected series of Debt Securities Capable of Aggregation, duly convened and held in accordance with the procedures prescribed by the Russian Federation pursuant to Condition 12(b), as supplemented if necessary, which is passed by a majority of:

  • Multiple Series Single Limb Extraordinary Resolution means a resolution considered at separate Meetings of the holders of each affected series of Debt Securities Capable of Aggregation, duly convened and held in accordance with the procedures prescribed by the Issuer and the Fiscal Agent pursuant to Condition 12(a) (Convening Meetings of Noteholders; Conduct of Meetings of Noteholders; Written Resolutions), as supplemented if necessary, which is passed by a majority of at least 75 per cent. of the aggregate principal amount of the outstanding debt securities of all affected series of Debt Securities Capable of Aggregation (taken in aggregate).

  • Amalgamating Corporations means both of them;

  • 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.

  • 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.

  • Consolidation means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

  • 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.

  • Resolution of Shareholders means either:

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Multiple Series Two Limb Written Resolution means each resolution in writing (with a separate resolution in writing or multiple separate resolutions in writing distributed to the holders of each affected series of Debt Securities Capable of Aggregation, in accordance with the applicable bond documentation) which, when taken together, has been signed or confirmed in writing by or on behalf of the holders of:

  • 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.