Amalgamation. Where the terms of the current collective agreement do not contemplate the circumstances of a proposed amalgamation or of a change outlined in 14.01, the parties will meet to negotiate a separate memorandum. Failing agreement in these negotiations either party may refer the difference to arbitration.
Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation, at the Effective Time:
2.2.1 SubCo and Mijem will amalgamate and continue as Amalco with the name "Mijem Inc.";
2.2.2 Each holder of Mijem Common Shares shall receive 0.3576 fully paid and non-assessable Great Oak Shares for each one Mijem Common Share held by each such holder (the "Exchange Ratio") which:
(A) in the case of 10% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Common Shares,
(B) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class A Shares,
(C) in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be satisfied by the issuance of Great Oak Class B Shares,
(D) satisfied by the issuance of in the case of 30% of the Great Oak Shares issuable to such Mijem Shareholder shall be Great Oak Class C Shares, following which all such Mijem Common Shares shall be cancelled;
2.2.3 Each holder of Mijem Class A Shares shall receive 0.3576 fully paid and non-assessable Great Oak Common Shares for each one Mijem Class A Share held by each such holder following which all such Mijem Class A Shares shall be cancelled;
2.2.4 Each Mijem Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option of the Acquiror (a "Replacement Option") of economically equivalent value as the Mijem Option so exchanged, and each Mijem Option so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Options, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D);
2.2.5 Each Mijem Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a warrant of the Acquiror (a "Replacement Warrant") of economically equivalent value as the Mijem Warrant so exchanged, and each Mijem Warrant so exchanged shall thereupon be cancelled. Upon the exercise of Replacement Warrants, and subject to adjustment in accordance with the terms thereof, the holder thereof shall be entitled to receive Great Oak Shares on the same basis as provided in Section 2.2.2.(A) through (D);
2.2.6 The Acquiror shall receive one fully paid and non-assessable A...
Amalgamation. Each Granting Party acknowledges and agrees that, in the event it amalgamates with any other company or companies, it is the intention of the parties hereto that the term “Grantor” or “Pledgor”, when used herein, shall apply to each of the amalgamating corporations and to the amalgamated corporation, such that the lien granted hereby:
(a) shall extend to Collateral owned by each of the amalgamating corporations and the amalgamated corporations at the time of amalgamation and to any Collateral thereafter owned or acquired by the amalgamated corporation, and
(b) shall secure all Obligations of each of the amalgamating corporations and the amalgamated corporations to the Canadian Collateral Agent and the Lenders at the time of amalgamation and all Obligations of the amalgamated corporation to the Canadian Collateral Agent and the Lenders thereafter arising. The Lien shall attach to all Collateral owned by each corporation amalgamating with Granting Party, and by the amalgamated corporation, at the time of the amalgamation, and shall attach to all Collateral thereafter owned or acquired by the amalgamated corporation when such becomes owned or is acquired.
Amalgamation. Each Grantor acknowledges and agrees that, in the event it amalgamates with any other corporation or corporations, it is the intention of the parties hereto that the term “Grantor”, when used herein, shall apply to each of the amalgamating corporations and to the amalgamated corporation, such that the security interest granted hereby:
(a) shall extend to “Collateral” (as that term is herein defined) owned by each of the amalgamating corporations and the amalgamated corporation at the time of amalgamation and to any “Collateral” thereafter owned or acquired by the amalgamated corporation, and
(b) shall secure all “Obligations” (as that term is herein defined) of each of the amalgamating corporations and the amalgamated corporation to Agent and Secured Parties at the time of amalgamation and all “Obligations” of the amalgamated corporation to Agent and Secured Parties thereafter arising. The security interest created hereby shall attach to all “Collateral” owned by each corporations amalgamating with any Grantor, and by the amalgamated company, at the time of the amalgamation, and shall attach to all “Collateral” thereafter owned or acquired by the amalgamated corporation when such becomes owned or is acquired.
Amalgamation. The Corporation and Subco hereby agree to amalgamate and continue as one corporation under the provisions of the OBCA upon the terms and conditions hereinafter set forth. In furtherance of the foregoing, subject to the terms and conditions herein set forth and on the basis of the covenants, representations, warranties and agreements of the parties herein contained, each of the Acquiror, Subco and the Corporation covenant and agree to:
(a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approval of the shareholders of the Corporation to the Amalgamation, which Amalgamation Agreement shall give effect to the Amalgamation in accordance with the terms hereof;
(b) The Acquiror shall effect the Consolidation and the Share Reclassification immediately prior to the Amalgamation;
(c) co-operate with each other in the preparation and issuance of the Corporation Proxy Circular and in connection therewith provide the other parties with such information and material concerning its affairs as such other parties shall reasonably request, and to provide the other parties with an opportunity to review all disclosure in respect of the Corporation Proxy Circular and to make all such changes as are reasonably requested;
(d) co-operate with each other in the preparation and filing of the Listing Statement and in connection therewith provide the other parties with such information and material concerning its affairs as such other parties shall reasonably request, and to provide the other parties with an opportunity to review all disclosure in respect of the Listing Statement, as applicable and to make all such changes as are reasonably requested;
(e) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: (i) the approval of the Exchange for the listing thereon of the Great Oak Common Shares; (ii) in the case of the Acquiror, effect the Consolidation, the Name Change and the Share Reclassification prior to the Effective Date; and (iii) obtain such other consents, orders or approvals as may be necessary or desirable to be obtained for the implementation of the Amalgamation, including without limitation those referred to in Article 9 hereof, and preparing and delivering all necessary docu...
Amalgamation. The Borrowers acknowledge that if, to the extent permitted under the Securities Purchase Agreement, either Borrower amalgamates or merges with any other Person (a) the term “
Amalgamation. The Amalgamating Corporations agree to amalgamate pursuant to the provisions of the Act as of the Effective Date and to continue as one corporation without share capital on the terms and conditions herein described.
Amalgamation. In accordance with the Transaction Agreement, the Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the Act upon the terms and conditions hereinafter set out.
Amalgamation. The Debtor acknowledges that if it amalgamates with any other corporation or corporations, to the extent permitted in the Credit Agreement, then (i) the Collateral and the Security Interest created by this Agreement will extend to and include all the property and assets of the amalgamated corporation and to any property or assets of the amalgamated corporation thereafter owned or acquired, (ii) the term “Debtor”, where used in this Agreement, will extend to and include the amalgamated corporation, and (iii) the term “Secured Obligations”, where used in this Agreement, will extend to and include the Secured Obligations of the amalgamated corporation.
Amalgamation. Subject to the provisions of this Agreement, the Amalgamating Companies hereby agree to amalgamate effective as of the Effective Time under the provisions of the BCBCA and to continue as one company on the terms and conditions hereinafter set out.
