Amalco Sample Clauses
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(h) the bylaws of Minera Andes in effect on the Effective Date shall be the Bylaws of Amalco until repealed or changed;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. The Amalco Articles shall be in the form annexed hereto as Exhibit A.
Amalco. (a) Name. The name of Amalco shall be “Kick Pharmaceuticals Inc.”.
Amalco. (a) Name. The name of Amalco shall be “Cannus Partners Amalco 2019 Inc.”.
Amalco. The following items shall occur relating to the creation of Amalco:
(A) All property of Northern 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 Northern 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 Northern and Newco;
(C) all rights, contracts, permits and interests of Northern and Newco will continue as rights, contracts, permits and interests of Amalco;
(D) any existing cause of action, claim or liability to prosecution will be unaffected;
(E) a legal proceeding being prosecuted or pending by or against either Northern and Newco may be continued by or against Amalco;
(F) a conviction against, or ruling, order or judgment in favour of or against either Northern or Newco may be enforced by or against Amalco;
(G) each registered holder of Northern Shareholder will exchange their Northern Shares for Prophecy Shares instead of shares of Amalco, on the basis of 0.50 of Prophecy Share for each one (1) Northern Share held at the Effective Time;
(H) with respect to each Northern Share exchanged pursuant to Section 2.3(c)(i)(G):
(i) the holder of such Northern Share shall cease to be the holder of such Northern Share;
(ii) the holder’s name will be removed from the central securities register of Northern with respect to such Northern Share;
(iii) legal and beneficial title to such Northern Share will vest in Amalco and Amalco will be and be deemed to be the transferee of such and such Northern Share shall be cancelled;
(iv) the certificate representing such Northern Share shall be deemed to have been cancelled; and
(v) the holder of such Northern Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer;
(I) each Newco Share shall be cancelled and the holder thereof shall receive, for each Newco Share, one (1) Amalco Share;
(J) The name of Amalco shall be “Northern Platinum Ltd.” or such other name as may be mutually agreeable to the Parties and any applicable regulatory authorities;
(K) The Certificate of Amalgamation is deemed to be the Certificate of Incorporation of Amalco;
(L) The articles of Newco shall be deemed to be the...
Amalco. (a) Name. The name of Xxxxxx shall be “Li-Metal North America Inc”.
Amalco. (a) Name. The name of Amalco shall be “Field Trip Psychedelics Inc.”
Amalco. (a) Name. The name of Amalco shall be Xxx Opco Inc. or such other name as to be agreed by the Parties hereto.
Amalco. (a) Name. The name of Amalco shall be Profound Medical Inc.
Amalco. 3.1 AMALCO The name of Amalco shall be Enviro Industrial Technologies (Canada), Inc.