Amalgamation Steps. (a) As soon as reasonably practicable following the execution and delivery of this Agreement:
(i) PMI and Carrara shall prepare and mail the Information Circular on or before April 15, 2017 and lawfully convene and hold the PMI Meeting and the Carrara Meeting for the purpose of presenting the PMI Amalgamation Resolution and the Carrara RTO Resolution as soon as reasonably practicable and in any event, on or before May 31, 2017; and
(ii) Carrara, with the co-operation and participation of PMI, shall make an application to the CSE for the acceptance for filing of this Agreement and the acceptance for listing of the Carrara Shares issuable in connection with the transactions contemplated herein on the CSE.
(b) Upon the due approval of the PMI Amalgamation Resolution and the Carrara RTO Resolution and, subject to the satisfaction or waiver of all the conditions herein contained in favour of the Parties:
(i) Carrara shall, with the co-operation and participation of PMI, use its commercially reasonable efforts to make such arrangements with the Registrar as may be necessary or desirable to permit:
(A) the filing with the Registrar of the Amalgamation Application to be made effective at the Effective Time (and in any event, on or before June 30, 2017); and
(B) the obtaining of the Certificate of Amalgamation in that regard; and
(ii) Carrara shall, on or prior to the Effective Date, provide to the Depositary an irrevocable direction to issue the maximum number of Carrara Shares issuable to the PMI Shareholders pursuant to the Amalgamation so as to permit the Depositary to issue the Carrara Shares to the PMI Shareholders as contemplated herein.
(c) In the event that there is a failure to obtain, or if Carrara reasonably anticipates that there shall be a failure to obtain, a consent, Order or other approval of a Governmental Entity required in connection with the approval of the Amalgamation, then PMI shall, upon the request of Carrara, use its commercially reasonable efforts to assist Carrara to successfully implement and complete any alternative transaction structure that does not have negative financial consequences for either Party. In the event that the transaction structure is modified as a result of any event contemplated pursuant to this Section 3.2(c) or otherwise, the relevant provisions of this Agreement shall forthwith be deemed modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to reflect the revised transac...
Amalgamation Steps. The Amalgamation shall, with such other matters as are necessary to effect the Amalgamation, and all as subject to the provisions of the Amalgamation Agreement, provide as follows:
(A) DroneCorp (or as directed to be registered by DroneCorp) will receive, subject to applicable securities laws, immediately prior to the completion of the Amalgamation, up to 1,114,827 Draganfly Shares (the “Advisory Shares”) in consideration of DroneCorp’s advisory services in connection with the Transaction (subject to adjustment in accordance with section 7.2(g) of the Agreement);
(B) the Amalgamating Parties will amalgamate and continue as Amalco;
(C) holders of Draganfly Shares (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Dissenting Shares) will receive 1.794 fully paid and non-assessable DroneCorp Shares for each Draganfly Share held by such Draganfly Shareholder, such ratio to be adjusted such that only a total of up to 42,000,000 DroneCorp Shares (including the Advisory Shares and subject to adjustment in accordance with section 7.2(g) of the Agreement) (the “Consideration Shares”) will be issued to Draganfly Shareholders excluding Draganfly Shares issued upon conversion of the Business Instincts’ Debt and as applicable Draganfly Overdue Debt which holders will be issued DroneCorp Shares at the foregoing ratio outside of the Consideration Shares, and the Draganfly Shares shall thereafter be cancelled;
(D) the shares of Subco will be cancelled and replaced by Amalco Shares on the basis of one (1) Amalco Share for each share of Subco;
(E) as consideration for the issuance of the Consideration Shares to holders of Draganfly Shares to effect the Amalgamation, Amalco will issue to its immediate shareholder, DroneCorp, one (1) Amalco Share for each Consideration Share issued to holders of Draganfly Shares;
(F) Amalco will be a direct wholly-owned Subsidiary of DroneCorp upon completion of the Amalgamation; and
(G) all of the property, rights, privileges and assets of the Amalgamating Parties will continue as the property, rights, privileges and assets of Amalco, and Amalco will become liable for all of the liabilities and obligations of the Amalgamating Parties.
