Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date:
(a) each issued and outstanding MariCann Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share;
(b) each issued and outstanding Subco Share shall be exchanged for one (1) fully paid and non-assessable Amalco Share;
(c) each issued and outstanding MariCann Share (other than those held by Dissenting Shareholders) shall be exchanged for one (1) fully paid and non-assessable post - Consolidation Danbel Share;
(d) as consideration for the issuance of Danbel Shares in exchange for the MariCann Shares, Amalco shall issue to Danbel one (1) Amalco Share for each Danbel Share so issued;
(e) MariCann and Subco shall be amalgamated and continue as Amalco;
(f) all of the property and assets of each of MariCann and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of MariCann and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and MariCann;
(g) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and MariCann and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and MariCann shall thenceforth attach to and be enforced against Amalco; and
(h) no action or proceeding by or against Subco or MariCann shall xxxxx or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco shall be substituted in such action or proceeding in place of Subco or MariCann, as the case may be.
Amalgamation Events. The Parties shall cause the Articles of Amalgamation to be filed pursuant to section 178 of the OBCA to effect the Amalgamation. Under the Amalgamation at the Effective Time:
(a) Lucid and Subco will amalgamate and continue as Amalco under the name “Lucid Psycheceuticals Inc.”;
(b) each of the Lucid Shares issued and outstanding immediately prior to the Effective Time shall be exchanged by the holders thereof for FSD Shares based on the Exchange Ratio, being 0.0412 FSD Shares for each Lucid Share, subject to adjustment pursuant to Section 4(a)(ii) of the Master Agreement, following which such Lucid Shares shall be cancelled;
(c) each of the Subco Shares issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and non-assessable Amalco Share;
(d) as consideration for the issuance of the FSD Shares to effect the Amalgamation, FSD shall receive and Amalco shall issue to FSD one fully paid and non-assessable Amalco Share for each FSD Share issued to the former holders of Lucid Shares; and
(e) Amalco will be a wholly-owned subsidiary of FSD.
Amalgamation Events. The Parties shall cause the Articles of Amalgamation to be filed pursuant to section 185 of the CBCA to effect the Amalgamation. Under the Amalgamation:
(a) Xxxxx and Subco will amalgamate and continue as Amalco;
(b) the Xxxxx Shareholders shall receive one (1) Carpincho Share for each one (1) Xxxxx Share held, resulting in the issuance of up to 37,500,100 Carpincho Shares in the aggregate to be distributed proportionately amongst the Xxxxx Shareholders, and all Xxxxx Shares shall be cancelled;
(c) all other convertible securities issued by Xxxxx shall be exchanged for convertible securities in the capital of Carpincho on a one (1) for one (1) basis, with all terms thereof adjustd accordingly;
(d) each issued and outstanding Subco Share shall be converted into one fully paid and non-assessable Amalco Share;
(e) as consideration for the issuance of the Carpincho Shares to effect the Amalgamation, Carpincho will receive one Amalco Share for each one Xxxxx Share outstanding immediately prior to the Effective Time;
(f) all of the property and assets of each of the Amalgamating Corporations will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of the Amalgamating Corporations; and
(g) Amalco will be a wholly-owned subsidiary of Carpincho.
Amalgamation Events. 5.1.1 On the Effective Date:
(a) the one (1) issued and outstanding class A common share, having no par value, of TSX Subco shall be converted into one (1) issued and fully paid and non- assessable Class A Common Share, such Class A Common Share having an Issued and Paid-up Share Capital equal to the Issued and Paid-up Share Capital of the presently issued and fully paid class A common share of TSX Subco;
(b) each issued and outstanding class B common share, having no par value, of TSX Subco shall be converted share for share into one (1) issued and fully paid and non-assessable Class B Common Share;
(c) the MX Shares outstanding immediately prior to the Effective Date shall, at the election of each holder thereof, either be: (i) cancelled and the holder thereof shall receive in exchange such number of duly authorized, fully-paid and non-assessable TSX Shares equal to the product of the number of such MX Shares held by such holder multiplied by the Exchange Ratio (the “Share Alternative”); or (ii) converted into such number of duly authorized, fully- paid and non-assessable Redeemable Shares as is equal to the number of such MX Shares held by such holder, which Redeemable Shares shall be redeemed immediately following the Amalgamation by Amalco in consideration for $39 per share (the “Cash Alternative”), in each case subject to pro-ration as provided below; provided that: (x) no fractional TSX Shares will be issued under the Amalgamation, and any resulting fractional TSX Share shall be rounded down, to the closest whole number, and the MX Shareholder will receive the net cash proceeds of such fractional TSX Share as set forth in Section 5.1.3; (y) the maximum number of Redeemable Shares issuable to MX Shareholders under the Amalgamation will be 10,979,487 Redeemable Shares and the maximum amount of cash payable by Amalco on redemption of Redeemable Shares shall be $428,200,000 (the “Maximum Cash Consideration”); and (z) the maximum number of TSX Shares issuable to MX Shareholders under the Amalgamation will be 15,346,000 TSX Shares (the “Maximum Share Consideration”). Any MX Shareholder who fails to complete a Letter of Transmittal and notice of guaranteed delivery, if applicable, or who does not properly elect either the Share Alternative or the Cash Alternative in the Letter of Transmittal and notice of guaranteed delivery, if applicable, with respect to any MX Shares deposited by such MX Shareholder in connection with the Amalgamation will be deemed to ...
Amalgamation Events. Under the Amalgamation, at the Effective Time:
(a) the Amalgamating Corporations shall be amalgamated and shall continue as one corporation effective on the date of the Certificate of Amalgamation under the terms and conditions prescribed in this Agreement;
(b) the Amalgamating Corporations shall cease to exist as entities separate from Amalco;
(c) Amalco shall possess all the property, rights, privileges and franchises and be subject to all the liabilities, including civil, criminal and quasi-criminal, and all the contracts, disabilities and debts of each of the Amalgamating Corporations;
(d) a conviction against, or ruling, order or judgment in favour of or against an Amalgamating Corporation may be enforced by or against Amalco;
(e) the Articles of Amalgamation of Amalco shall be deemed to be the articles of incorporation of Amalco, and the Certificate of Amalgamation, except for purposes of subsection 117(1) of the OBCA, shall be deemed to be the certificate of incorporation of Amalco; and
(f) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an Amalgamating Corporation before the Amalgamation has become effective. All rights of creditors against the property, rights and assets of the Amalgamating Corporations and all liens upon their property, rights and assets shall be unimpaired by such amalgamation and all debts, contracts, liabilities and duties of the Amalgamating Corporations shall attach to Amalco and may be enforced against it. No action or proceeding by or against any of the Amalgamating Corporations shall xxxxx or be affected by the Amalgamation.
Amalgamation Events. 3.1 At the Effective Time:
3.1.1 the holders of Acquisitionco common shares will receive Amalco common shares on the basis of one (1) Amalco common share for every one (1) Acquisitionco common shares held;
3.1.2 the holders of Trillium Class A Pref Shares will receive Amalco Class A Pref Shares on the basis of one (1) Amalco Class A Pref Share for every one (1) Trillium Class A Pref Share held;
3.1.3 the holders of Trillium Common Shares will receive Amalco Class B Pref Shares on the basis of one (1) Amalco Class B Pref Shares for every one (1) Trillium Common Share held;
3.1.4 concurrently with the Effective Time, Stem Cell will purchase all of the Debentures and all of the Trillium Class A Pref Warrants from the Debentureholders on the terms set forth in the Debenture Purchase and Merger Agreement; and
3.1.5 immediately following the Effective Time, Amalco shall then redeem all of the issued and outstanding Amalco Class A Pref Shares and Amalco Class B Pref Shares at the Redemption Amount of $0.00000000000001 per share.
Amalgamation Events. Upon the terms and subject to the conditions set forth in this Agreement:
(a) all of the issued and outstanding Lion Shares before the Effective Time (other than Lion Shares held by Lion Shareholders who have exercised Dissent Rights) will be cancelled and, in consideration therefor, the holder will receive Taipan Consideration Shares;
(b) each Subco Share issued and outstanding immediately before the Effective Time will be exchanged for one Amalco Share; and
(c) Amalco will be a wholly owned subsidiary of Taipan.
Amalgamation Events. Pursuant to the Amalgamation, on the Effective Date:
(a) each issued and outstanding Light AI Share or Xxxxx Share held by each Dissenting Shareholder will become an entitlement to be paid the fair value of such share;
(b) each issued and outstanding Subco Share will be exchanged for one (1) fully paid and non-assessable Amalco Share;
Amalgamation Events. 5.1.1 On the Effective Date:
(a) Each of the issued and outstanding Subco Shares outstanding immediately prior to the Effective Date shall be cancelled and exchanged into one (1) issued and fully paid and non-assessable Amalco Common Share. The Amalco Common Shares shall have an Issued and Paid-up Share Capital equal to the difference between (a) the aggregate of the Paid-up capital, as defined in the Income Tax Act (Canada), of the Subco Shares and the Company Shares, other than the Company Shares held by Subco, issued and outstanding immediately prior to the Effective Date and (b) the Issued and Paid-up Share Capital allocated to the Amalco Redeemable Shares in accordance with this Agreement.
(b) The Company Shares outstanding immediately prior to the Effective Date shall be cancelled and the Shareholders (other than Subco) shall receive in exchange such number of Acquiror Shares equal to the quotient obtained by dividing the number of Company Shares held by such Shareholder divided by 5.4 provided that: (A) if for a given Shareholder, such quotient results in a number which is not comprised solely of a Board Lot or integer multiples thereof or is comprised solely of an Odd Lot, then the provisions of Section 5.1.1(c) below shall apply; and (B) no fractional Acquiror Shares will be issued under the Amalgamation, and any resulting fractional Acquiror Share shall be rounded down, to the closest whole number, and the Shareholder thereof will receive the net cash proceeds of such fractional Acquiror Share determined in the manner set forth in Section 5.1.2.
(c) If for a given Shareholder, the number obtained pursuant to the calculation effected in Section 5.1.1(b) above is not comprised solely of a Board Lot or integer multiples thereof or is comprised solely of an Odd Lot, then, with respect to each Odd Lot only, such Shareholder shall received that number of Amalco Redeemable Shares which is equal to the number of Acquiror Shares which comprised the Odd Lot (the "Odd Lot Alternative") unless such Shareholder elects, in the Election Form, to receive Acquiror Shares in lieu of such Amalco Redeemable Shares. Pursuant to the Odd Lot Alternative, each Amalco Redeemable Share will be redeemed by Amalco immediately after the Effective Date for a cash consideration equal to the average closing prices of Acquiror Shares on the Toronto Stock Exchange during the five (5) trading day-period ended two trading days prior to the Effective Date (the "Redemption Amount"). ...
Amalgamation Events. Upon the Amalgamation on the Effective Date:
(a) holders of outstanding Park Place Shares shall receive one-half (½) of a ST Share for each Park Place Share held;
(b) each outstanding Subco Share will be exchanged for one (1) Amalco Share;
(c) as consideration for the issuance of ST Shares to effect the Business Combination, Amalco will issue to ST one (1) Amalco Share for each ST Share so issued;
(d) all of the property and assets of each of Park Place and Subco will become the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Park Place and Subco; and
(e) Amalco will be a wholly-owned subsidiary of ST.
