Ravencrest definition
Examples of Ravencrest in a sentence
The new Ravencrest Class A Common Shares to be issued pursuant to Section 3.1(c) will be evidenced by the existing share certificates representing the Ravencrest Shares, and no share certificates representing such Ravencrest Class A Common Shares will be issued to the Ravencrest Shareholders.
Each of Ravencrest and Subco is a corporation duly incorporated under the laws of British Columbia, is validly subsisting, has full corporate and legal power and authority to own, lease and operate the properties currently owned, leased and operated by it and to conduct its business as currently conducted, and is in good standing with respect to the filing of annual returns.
River Wild acknowledges that ▇▇▇▇▇▇▇▇▇▇ O’▇▇▇▇▇▇ ▇▇▇▇▇ LLP is acting as legal counsel solely to Ravencrest and is not acting for River Wild in any capacity.
Any amendment or supplement to this Plan of Arrangement may be proposed by River Wild and Ravencrest, jointly, at any time prior to the Ravencrest Meeting with or without any prior notice or communication and, if so proposed and accepted by the persons voting at the Ravencrest Meeting, will become part of this Plan of Arrangement for all purposes.
Neither Ravencrest nor Subco is in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, any contract, agreement, license or franchise to which it is a party which would, if terminated due to such default, cause a Material Adverse Effect on Ravencrest or Subco.
Ravencrest is not aware of any grounds on which any such action, suit, investigation or proceeding might be commenced with any reasonable likelihood of success, and does not have any present plans or intentions to initiate any litigation, arbitration or other proceedings against any third party.
As promptly as practicable after the execution and delivery of this Agreement, Ravencrest will prepare the Ravencrest Circular, together with any and all other documents required by the Business Corporations Act or other applicable Laws in connection with the Arrangement.
For greater certainty, the representations and warranties of River Wild, Ravencrest and Subco contained herein will survive the execution and delivery of this Agreement and will terminate on the earlier of the Effective Date and the date this Agreement is terminated in accordance with its terms.
No Ravencrest Shares are held in treasury or authorized or reserved for issuance whether on the exercise of convertible securities or otherwise.
The minute and record books of Ravencrest and Subco contain complete and accurate minutes of all meetings of, and copies of all resolutions passed by, or consented to in writing by, its directors (and any committees thereof) and shareholders since its incorporation, all such meetings were duly called and held and all such resolutions were duly passed or enacted.