Amalco. Subject to the terms and conditions of this Agreement, the parties agree to amalgamate as of the Effective Date and continue as one corporation under the Act, in accordance with the terms and conditions hereinafter set forth:
(a) the name of Amalco shall be "Minera Andes Inc." or such other name as the first directors may resolve, the Registrar may permit and the Exchange may approve;
(b) the registered office of Amalco shall be located at the registered office in Alberta of Minera Andes as at the Effective Date, until changed in accordance with the Act;
(c) there shall be no restrictions on the business which Amalco may carry on;
(d) the authorized share capital of Amalco shall be as set forth in the Articles of Amalgamation attached hereto as Schedule "C";
(e) the minimum number of directors of Amalco shall be one and the maximum number of directors of Amalco shall be fifteen;
(f) the first directors of Amalco shall be as follows (whose current addresses are as follows): Name Address ---- ------- Allen Ambrosx Spokane, Washington Armand Hansex Spokane, Washington Dennis Baxtex West Vancouver, British Columbia Jack Crabb Xxxxxx Xxxxxxx, Xxitish Columbia
(g) the said first directors shall hold office until the first annual general meeting of Amalco or until their successors are elected or appointed;
(h) the bylaws of Minera Andes in effect on the Effective Date shall be the Bylaws of Amalco until repealed or changed;
(i) the board of directors of Amalco may from time to time, without authorization of the shareholders:
(i) borrow money upon the credit of Amalco;
(ii) issue, re-issue, sell or pledge debt obligations of Amalco;
(iii) subject to section 42 of the Act, give a guarantee on behalf of Amalco to secure performance of any obligation of any person;
(iv) mortgage, hypothecate, pledge or otherwise create a security interest in all or any real or personal property, moveable or immoveable property of Amalco, owned or subsequently acquired, to secure any obligation of Amalco;
(j) the names and offices of the first officers of Amalco, until others are appointed in their place in accordance with the provisions of the Bylaws, shall be as follows: Name Office ---- ------ Allen Ambrosx Xxesident Dennis Baxtex Xxief Financial Officer, Secretary Brian Gavin Vice-President, Argentina Exploration
(k) the auditor of Amalco shall be Chambers, Phxxxxxx & Cx.; Xxxxtered Accountants of Vancouver, British Columbia;
(l) legal counsel for Amalco shall be the legal counsel...
Amalco. (a) Name. The name of Amalco shall be “Cannus Partners Amalco 2019 Inc.”.
Amalco. (a) Name. The name of Amalco shall be “Kick Pharmaceuticals Inc.”.
Amalco. The Amalco Articles shall be in the form annexed hereto as Exhibit A.
Amalco.
(a) Name. The name of Amalco shall be “Field Trip Psychedelics Inc.”
Amalco. (a) Name. The name of Xxxxxx shall be “Li-Metal North America Inc”.
Amalco. The following items shall occur relating to the creation of Amalco:
(A) All property of Ursa and Newco will become property of, and be owned and held by, Amalco, and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such amalgamation, and all obligations of Ursa and Newco whether arising by contract or otherwise, may be enforced against Amalco to the same extent as if such obligations had been incurred or contracted by it;
(B) Amalco will become liable for the liabilities and obligations of Ursa and Newco, including civil, criminal and quasi-criminal liabilities and all contracts, disabilities, options, warrants and debts of each of Ursa and Newco;
(C) all rights, contracts, permits and interests of Ursa and Newco will continue as rights, contracts, permits and interests of Amalco as if Ursa and Newco continued;
(D) any existing cause of action, claim or liability to prosecution will be unaffected;
(E) a civil, criminal or administrative action or proceeding being prosecuted or pending by or against either Ursa and Newco may be continued by or against Amalco;
(F) a conviction against, or ruling, order or judgment in favour of or against either Ursa or Newco may be enforced by or against Amalco;
(G) each registered holder of Ursa Shares will exchange their Ursa Shares for Prophecy Shares (other than Prophecy), on the basis of one Prophecy Share for each twenty-five (25) Ursa Shares held at the Effective Time;
(H) with respect to each Ursa Share exchanged pursuant to Section 2.3(b)(i)(G):
(i) the holder of such Ursa Share shall cease to be the holder of such Ursa Share;
(ii) the holder’s name will be removed from the share register of Ursa with respect to such Ursa Share;
(iii) legal and beneficial title to such Ursa Share will vest in Prophecy and such Ursa Share shall be cancelled; and
(iv) the holder of such Ursa Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer;
(I) Prophecy shall receive, for each Newco Share, one (1) Amalco Share and such Newco Shares shall be cancelled;
(J) Prophecy shall receive one Amalco Share for all Ursa Shares, if any, held or acquired by Prophecy pursuant to the exercise of Dissent Rights;
(K) The name of Amalco shall be “Ursa Major Minerals Incorporated” or such other name as may be mutually agreeable to the Parties and any applicable regulatory authorities;
(L) The certificate of...
Amalco. (a) Amalco is a corporation duly organized, validly existing and in good standing under the Laws of the Province of British Columbia. Amalco has provided to the Company true, correct and complete copies of the Amalco Governing Documents, each as amended, restated or otherwise modified and in effect as of the date of this Agreement. Each of the Amalco Governing Documents is in full force and effect, and Amalco is not in violation of any of the provisions of the Amalco Governing Documents.
(b) Amalco was formed solely for the purpose of engaging in the Transactions, and Amalco has not engaged in any other business or activities since its formation. At all times prior to the Company Amalgamation Effective Time, Amalco shall not have any assets, liabilities or obligations of any nature or any tax attributes, other than (i) those set forth under the Amalco Governing Documents (including its costs of formation), and (ii) pursuant to this Agreement, the Ancillary Agreements and the Transactions.
(c) As of the date of this Agreement, the authorized share capital of Amalco consists of an unlimited number of common shares, 100 of which are issued and outstanding, and all issued and outstanding common shares of Amalco are owned by SPAC (the “Amalco Shares”). The Amalco Shares have been duly authorized and validly issued in compliance with applicable Laws, are fully paid and nonassessable, were issued free and clear of all Liens other than transfer restrictions arising under applicable securities Laws or the Amalco Governing Documents and have not been issued in violation of (i) any provision of the Amalco Governing Documents, (ii) any purchase option, call option, right of first refusal, right of first offer, preemptive right, subscription right, conversion right or other similar right or (iii) any applicable securities Laws. At all times prior to the Company Amalgamation Effective Time, no other Equity Securities of Amalco shall be issued or outstanding.
(d) Amalco has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject only to obtaining the Amalco Sole Shareholder Approval, to consummate the Transactions. The (a) execution and delivery by Amalco of this Agreement and the Ancillary Agreements to which it is or will be a party, (b) consummation of the Transactions and (c) performance of its obligations hereunde...
Amalco. (a) Name. The name of Amalco shall be Concordia Healthcare Inc.
Amalco. (a) Name. The name of Amalco shall be Profound Medical Inc.
