Subsidiary Amalgamation definition

Subsidiary Amalgamation means an amalgamation, scheme of arrangement, merger, consolidation or similar transaction with or into a single direct or indirect wholly-owned subsidiary of the Company if: (1) the Company and the direct or indirect wholly-owned subsidiary of the Company are the only constituent companies to such transaction; (2) each share or fraction of a share of the Company outstanding immediately prior to the effective time of such transaction is converted in such transaction into a share or equal fraction of a share of shares of a holding company having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the share of the constituent company being converted in such transaction; (3) the holding company and each of the constituent companies to such transaction are companies incorporated in Bermuda; (4) the memorandum of association and bye-laws of the holding company immediately following the effective time of such transaction contain provisions identical to the memorandum of continuance and bye-laws of the Company immediately prior to the effective time of such transaction (other than provisions, if any, regarding the incorporator or incorporators, the corporate name, the registered office and agent, the initial board of directors and the initial subscribers for shares and such
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Subsidiary Amalgamation means an amalgamation, scheme of arrangement, merger, consolidation or similar transaction with or into a single direct or indirect wholly-owned subsidiary of the Company if: (1) the Company and the direct or indirect wholly-owned subsidiary of the Company are the only constituent companies to such transaction;
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Examples of Subsidiary Amalgamation in a sentence

  • Subject to possible reduction as set forth below, IEL shall be able to require Lender to purchase a number of Shares equal to one-third of the Equity Commitment on each of the 30th, 60th and 90th days (or first business day thereafter) after the Subsidiary Amalgamation; provided any amounts which are not required to be purchased on any such scheduled date may be required to be purchased at any remaining scheduled date.

  • Subject to compliance with the terms hereof and the Financing Agreements, Lender shall advance the Loan to IEL from time to time as required by IEL's manager and HIIC's affiliate, ▇▇▇▇▇▇'▇ Interactive Entertainment Company ("HIEC"), (each, a "Funding Date") during the period from the date hereof through the earlier of (i) the consummation of the Subsidiary Amalgamation and (ii) June 21, 1997.

  • Upon consummation of the Subsidiary Amalgamation, Outstanding Amounts (as defined in the Note) under the Note shall automatically convert into shares of common stock, $.01 par value, of SGI ("Common Stock") and HIIC shall receive a warrant to purchase shares of Common Stock in an amount equal to the difference between (x) one million shares of Common Stock and (y) any Common Stock received pursuant to the conversion of Outstanding Amounts under the Note.

  • The Warrant may be exercised in whole at any time or in part from time to time on or after the date of the consummation of the amalgamation (the "Subsidiary Amalgamation") of SGI Holding Corporation Limited, a Bermuda exempted company, and Interactive Entertainment Limited, a Bermuda exempted company (the "Commencement Date").

  • SGIH and SGI have requested that (i) prior to the amalgamation of IEL and SGIH (the "Subsidiary Amalgamation"), Lender provide IEL with all or a portion of the funds required to permit IEL to carry on its day-to-day business activities by means of a loan to Borrower and (ii) following the Subsidiary Amalgamation, Lender assist in providing funding to IEL by means of a purchase of shares of common stock, par value Cdn.

  • SGI, SGIH and HIIC each agree to use their reasonable best efforts and to do all things necessary to effect the Subsidiary Amalgamation and the amalgamation of SGI and IEL as promptly as practicable.

  • Upon its effectiveness, the Canadian Subsidiary Amalgamation shall be valid and effective in accordance with the terms of the applicable Merger Agreements and the applicable corporation statute and PT Canada shall be the continuing corporation of the Canadian Subsidiary Amalgamation pursuant to such Subsidiary Merger.