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 documents in connection therewith; (f) as promptly as practical following the execution of this Agreement, and in compliance with applicable laws, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereof, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond to and resolve any comments issued by the Securities Authorities in respect of the Prospectus; and (g) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Combination Agreement, Combination Agreement
Amalgamation. The Corporation and Subco Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the OBCA Act upon the terms and conditions hereinafter set forthout. Each of Wesana and PsyTech acknowledge and agree that the Amalgamation and the matters related thereto as contemplated hereby are subject to: (a) the receipt of all regulatory approvals; and (b) the approval of the Amalgamation by the PsyTech Shareholders and by Wesana as the sole shareholder of Subco in accordance with the Act. 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 containedherein, each of the AcquirorPsyTech, Subco Subco, and the Corporation covenant Wesana covenants and agree agrees to:
(a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approval approvals of the shareholders securityholders of the Corporation each of PsyTech and Subco to the Amalgamation, which Amalgamation Agreement shall give effect to the Amalgamation in accordance with the terms hereofall as further set forth herein;
(b) The Acquiror shall effect the Consolidation and the Share Reclassification immediately prior to the Amalgamation;
(c) co-operate with each other other, as promptly as reasonably practicable, in the preparation of all documents required by applicable legislation and/or regulation in connection with all securityholder and issuance regulatory approvals required in respect of the Corporation Proxy Circular Amalgamation and the other matters contemplated hereby, and in connection therewith therewith, each party shall provide the such other parties with such information and material concerning its affairs as such the 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;
(ec) 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 therewiththerewith as set forth herein, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: including:
(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 obtaining such other consents, orders or approvals as may be are 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 documents in connection therewith;
(f) as promptly as practical following the execution of this Agreement, and in compliance with applicable laws, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereof, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond to and resolve any comments issued by the Securities Authorities in respect of the Prospectus; and
(gii) subject to obtaining the approval of PsyTech Shareholders and the approval of Wesana as the sole shareholder of Subco and subject to Section 10: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regard; and
(d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Master Agreement
Amalgamation. The Corporation and Subco Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the OBCA Act upon the terms and conditions hereinafter set forthout. Each of FSD and Lucid acknowledge and agree that the Amalgamation and the matters related thereto as contemplated hereby are subject to the approval of the Amalgamation by the Lucid Shareholders and by FSD as the sole shareholder of Subco in accordance with the Act. 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 containedherein, each of the AcquirorLucid, Subco Subco, and the Corporation covenant FSD covenants and agree agrees to:
(a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approval approvals of the shareholders securityholders of the Corporation each of Lucid and Subco to the Amalgamation, which Amalgamation Agreement shall give effect to the Amalgamation in accordance with the terms hereofall as further set forth herein;
(b) The Acquiror shall effect the Consolidation and the Share Reclassification immediately prior to the Amalgamation;
(c) co-operate with each other other, as promptly as reasonably practicable, in the preparation and issuance of all documents required by applicable legislation and/or regulation in connection with all securityholder required in respect of the Corporation Proxy Circular Amalgamation and the other matters contemplated hereby, and in connection therewith therewith, each party shall provide the such other parties with such information and material concerning its affairs as such the 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;
(ec) 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 therewiththerewith as set forth herein, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: including:
(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 obtaining such other consents, orders or approvals as may be are 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 documents in connection therewith;
(f) as promptly as practical following the execution of this Agreement, and in compliance with applicable laws, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereof, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond to and resolve any comments issued by the Securities Authorities in respect of the Prospectus; and
(gii) subject to obtaining the approval of Lucid Shareholders and the approval of FSD as the sole shareholder of Subco and subject to Section 10: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regard; and
(d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Master Agreement (FSD Pharma Inc.)
Amalgamation. (a) The Corporation and Subco hereby parties hereto agree to amalgamate effect the combination of an amalgamation among EmergeIT and continue as one corporation Exchangeco under the provisions of the OBCA upon Act, effective on or about August 31, 2016 (the terms actual date of such amalgamation, as evidenced by the filing and conditions hereinafter set forth. issuance of a certificate of amalgamation under the Act, being the “Effective Date”).
(b) In furtherance of the foregoingcompletion of this Transaction on the Effective Date, subject (i) EmergeIT prepared and mailed as of July 25, 2016 a notice of meeting and form of proxy in compliance with applicable corporate and securities laws to the terms EmergeIT Shareholders, together with a draft copy of this Agreement; (ii) EmergeIT has called and conditions herein set forth held the EmergeIT shareholders meeting on August 5, 2016 for the purpose of approving the amalgamation resolution (the “Amalgamation Resolution”) which resolution has been approved; and on (iii) Callco, as the basis sole shareholder of the covenantsExchangeco, representations, warranties and agreements of the parties herein contained, each of the Acquiror, Subco and the Corporation covenant and agree to:
(a) enter into has approved 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;Resolution.
(c) co-operate with each other in Upon the preparation and issuance satisfaction of the Corporation Proxy Circular and conditions precedent contained 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 therewiththis Agreement, including without limiting limitation the generality receipt and approval of any shareholder consents and approvals required by Paid, and the completion of all regulatory filings required to be made on behalf of Paid in connection with the completion of the foregoingtransactions contemplated hereby, applying forEmergeIT and Exchangeco shall jointly complete and file Articles of Amalgamation, obtaining and/or effecting as applicable: (i) the approval of the Exchange for the listing thereon of the Great Oak Common Shares; (ii) in duplicate, substantially in the case of the Acquiror, effect the Consolidation, the Name Change form set forth in Schedule “B” hereto (with such modifications thereto as are mutually agreed by Paid and the Share Reclassification EmergeIT prior to the Effective Date; ), with the Director appointed under the Act, giving effect to the amalgamation of EmergeIT and Exchangeco upon and subject to the terms of this Agreement.
(d) Upon the issue of a Certificate of Amalgamation giving effect to the amalgamation:
(i) EmergeIT and Exchangeco shall be amalgamated and shall continue as one corporation (hereinafter referred to as “Amalco”) effective as of the Effective Date under the terms and conditions prescribed in this Agreement;
(ii) 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, liabilities and debts of each of EmergeIT and Exchangeco;
(iii) obtain a conviction against, or ruling, order or judgment in favour of or against EmergeIT or Exchangeco may be enforced by or against Amalco;
(iv) the Articles of Amalgamation of Amalco shall be deemed to be the articles of incorporation of Amalco and the Certificate of Amalgamation shall be deemed to be the certificate of incorporation of Amalco; and
(v) 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 EmergeIT or Exchangeco, before the Amalgamation has become effective.
(e) The name of Amalco shall be ShipTime Canada Inc., or such other consentsname determined by EmergeIT in its discretion on or prior to the Effective Date, orders or approvals as may be necessary or desirable to be obtained for failing which Amalco shall have the implementation of numbered company name issued and assigned by the Amalgamation, including without limitation those referred to in Article 9 hereof, and preparing and delivering all necessary documents in connection therewith;Director under the Act.
(f) as promptly as practical following the execution The registered office of this AgreementAmalco shall be at 0000 Xxxxxxxx Xxxxxx, and in compliance with applicable lawsXxxxx 0-000, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereofXxxxxxxxxx, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond to and resolve any comments issued by the Securities Authorities in respect of the Prospectus; andXxxxxxx, Xxxxxx, X0X 0X0.
(g) take and cause There shall be no restrictions on the business that Amalco may carry on or on the powers Amalco may exercise. The articles of amalgamation of Amalco will contain customary share transfer restrictions requiring the consent of the board of directors of Amalco to any transfer of securities in addition to any other consent or approval required under applicable laws.
(h) The by-laws of Amalco shall be taken such other steps and actions and execute such other documents, agreements and instruments the same as the existing by-laws of EmergeIT. A copy of the proposed by-laws of Amalco may be reasonably necessary or desirable examined at the following address: 0000 Xxxxxxxx Xxxxxx, Xxxxx 0-000, Xxxxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0.
(i) The board of directors of Amalco shall consist of a minimum of one (1) director and a maximum of ten (10) directors, until changed in connection accordance with the consummation Act, with the initial number of directors of Amalco being fixed at three (3) person(s) and with the transactions contemplated hereby.first directors of Amalco being: Xxxxx Xxxxx Yes
Appears in 1 contract
Samples: Amalgamation Agreement (Paid Inc)
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 Subject to the terms and conditions herein set forth and on the basis of the covenants, representations, warranties and agreements of the parties herein containedthis Agreement, each of the AcquirorDesert Lion and Camex shall perform all their respective obligations required to be performed by them under this Agreement, 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 requesttherewith, 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 such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably desirable on its part to facilitate practicable, the implementation of the Amalgamation and all related matters transactions contemplated in connection therewiththis Agreement and, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: (i) the approval each of the Exchange parties shall:
(a) apply for and use commercially reasonable efforts to obtain all regulatory approvals required in connection with this Agreement, the Amalgamation or any of the other transactions contemplated herein, and, in doing so, keep each other fully informed as to the status of the proceedings related to obtaining the regulatory approvals, including providing each other promptly with copies of all related applications and notifications (other than with respect to confidential information contained in such applications and notifications), in a draft form prior to such applications and notifications being submitted, in order for the listing thereon of the Great Oak Common Shares; other party to provide its reasonable comments thereon;
(iib) in the case of the Acquiroruse commercially reasonable efforts to obtain all necessary waivers, effect the Consolidation, the Name Change consents and the Share Reclassification prior to the Effective Date; and (iii) obtain such other consents, orders or approvals as may be necessary or desirable required to be obtained for from, and to deliver all notices required to be delivered to, other parties to any of its material Contracts in connection with this Agreement, the implementation Amalgamation or any of the Amalgamationother transactions contemplated herein;
(c) use commercially reasonable efforts to comply promptly with all requirements imposed by applicable Law with respect to the Amalgamation and any other transactions contemplated herein;
(d) not knowingly take any action, including without limitation those referred refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which is or could reasonably be expected to impede or delay the completion of the transactions contemplated under this Agreement except as specifically permitted by this Agreement;
(e) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting this Agreement or the consummation of the Amalgamation or any of the other transactions contemplated hereby. Each of Desert Lion and Camex shall also provide to the other’s respective counsel on a timely basis copies of any notice of appearance or other documents served on it in Article 9 hereofrespect of such lawsuit or proceeding. In addition, each of Desert Lion and preparing and delivering all necessary documents Camex will not object to legal counsel to the other party seeking leave or standing to make such submissions in connection therewithwith such lawsuit or proceeding as such counsel considers appropriate, provided, however, that the other party is advised of the nature of any submissions prior to any hearing and such submissions are consistent with the terms of this Agreement and the Amalgamation;
(f) as promptly as practical following the execution of this Agreement, and in compliance with applicable laws, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereof, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond oppose, lift or rescind any injunction or restraining or other order or decree seeking to and resolve stop, or otherwise adversely affecting its ability to consummate, the Amalgamation or any comments issued by the Securities Authorities in respect of the Prospectusother transactions contemplated hereby; 010017000-00145797; 2 35
(g) use commercially reasonable efforts to fulfil all conditions to closing contained in this Agreement that are within its power and satisfy all provisions of this Agreement and the Amalgamation applicable to each of them; and
(gh) take other than with respect to holders of Desert Lion securities who have provided in writing for the benefit of Camex, representations and cause warranties in form and substance satisfactory to be taken such other steps and actions and execute such other documentsCamex, agreements and instruments as may be reasonably acting reasonably, with respect to United States securities law matters necessary or desirable in connection with order to permit the consummation issue of securities of Camex pursuant to the Amalgamation under an exemption from the registration requirements of the transactions contemplated herebyU.S. Securities Act and all applicable state securities laws, neither Desert Lion nor any person acting on its behalf shall distribute (and Desert Lion hereby confirms that it has not distributed), whether orally or in writing, to any holder of Desert Lion securities in the United States (as defined in Regulation S under the U.S. Securities Act) or to any address in the United States, any of the Circular or any other information related to the Amalgamation.
Appears in 1 contract
Samples: Amalgamation Agreement
Amalgamation. The Corporation and Subco Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the OBCA Act upon the terms and conditions hereinafter set forthout. Each of FSD and Xxxxx acknowledge and agree that the Amalgamation and the matters related thereto as contemplated hereby are subject to the approval of the Amalgamation by the Lucid Shareholders and by FSD as the sole shareholder of Subco in accordance with the Act. 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 containedherein, each of the AcquirorLucid, Subco Subco, and the Corporation covenant FSD covenants and agree agrees to:
(a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approval approvals of the shareholders securityholders of the Corporation each of Lucid and Subco to the Amalgamation, which Amalgamation Agreement shall give effect to the Amalgamation in accordance with the terms hereofall as further set forth herein;
(b) The Acquiror shall effect the Consolidation and the Share Reclassification immediately prior to the Amalgamation;
(c) co-operate with each other other, as promptly as reasonably practicable, in the preparation and issuance of all documents required by applicable legislation and/or regulation in connection with all securityholder required in respect of the Corporation Proxy Circular Amalgamation and the other matters contemplated hereby, and in connection therewith therewith, each party shall provide the such other parties with such information and material concerning its affairs as such the 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;
(ec) 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 therewiththerewith as set forth herein, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: including:
(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 obtaining such other consents, orders or approvals as may be are 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 documents in connection therewith;
(f) as promptly as practical following the execution of this Agreement, and in compliance with applicable laws, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereof, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond to and resolve any comments issued by the Securities Authorities in respect of the Prospectus; and
(gii) subject to obtaining the approval of Lucid Shareholders and the approval of FSD as the sole shareholder of Subco and subject to Section 10: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regard; and
(d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Master Agreement
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 Desert Lion and Camex agree to effect the combination of their respective businesses and assets by way of a “three-cornered amalgamation” among Camex, Camex Subco (a wholly-owned subsidiary of Camex) and Desert Lion pursuant to the OBCA.
(b) As soon as reasonably practicable following the execution and delivery of this Agreement: (i) Desert Lion shall call and hold the Desert Lion Meeting for the purpose of approving, among other things, the Amalgamation Agreement forthwith after receipt Resolution; (ii) Camex shall call and hold the Camex Meeting for the purpose of approving the requisite Reverse Take-Over Resolution and the Camex Other Resolutions; and (iii) Camex and Desert Lion shall prepare and mail the Circular to the Camex Shareholders and Desert Lion Shareholders, respectively.
(c) Upon the approval of the shareholders of Reverse Take-Over Resolution, the Corporation to Camex Consolidation Resolution and the Amalgamation, which Amalgamation Agreement shall give effect to Name Change Resolution by the Amalgamation Camex Shareholders in accordance with the terms hereof;
(b) The Acquiror shall effect requirements of the Consolidation BCBCA, 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 Articles of Amalgamation set forth 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;
paragraph (e) use all commercially reasonable efforts below, Camex shall complete and do all things necessary or reasonably desirable on its part to facilitate the implementation file Articles of the Amalgamation and all related matters in connection therewithAmendment, 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 Acquirorprescribed form, giving effect the Consolidation, to the Name Change and the Share Reclassification Camex Consolidation upon and subject to the terms of this Agreement.
(d) Upon the approval of the Reverse Take-Over Resolution and the Camex Continuance Resolution by the Camex Shareholders in accordance with the requirements of the BCBCA, and prior to the Effective Date; filing of the Articles of Amalgamation set forth in paragraph (e) below, Camex shall complete and file Articles of Continuance, in prescribed form, giving effect to the Camex Continuance upon and subject to the terms of this Agreement.
(e) Following approval of the Reverse Take-Over Resolution by the Camex Shareholders and the Amalgamation Resolution by the Desert Lion Shareholders, in accordance with the requirements of the BCBCA and OBCA, respectively, and the filing of the Articles of Amendment and Articles of Continuance set forth in paragraph (c) and (iiid) obtain such other consentsabove, orders or approvals as may be necessary or desirable to be obtained for the implementation Camex Subco and Desert Lion shall jointly complete and file Articles of the Amalgamation, including without limitation those referred in duplicate, substantially in the form set forth in Schedule “B” hereto with the Director appointed under the OBCA, giving effect to in Article 9 hereof, the Amalgamation of Camex Subco and preparing Desert Lion upon and delivering all necessary documents in connection therewith;subject to the terms of this Agreement.
(f) as promptly as practical following Upon the execution issue of this Agreement, and in compliance with applicable laws, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide a Certificate giving effect to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereof, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond to and resolve any comments issued by the Securities Authorities in respect of the Prospectus; and
(g) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.Amalgamation:
Appears in 1 contract
Samples: Amalgamation Agreement
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 Subject to the terms and conditions herein set forth and on the basis of the covenants, representations, warranties and agreements of the parties herein containedthis Agreement, each of the AcquirorGamesquare and Magnolia shall perform all their respective obligations required to be performed by them under this Agreement, 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 requesttherewith, 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 such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably desirable on its part to facilitate practicable, the implementation of the Amalgamation and all related matters transactions contemplated in connection therewiththis Agreement and, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: (i) the approval each of the Exchange Parties shall:
(a) apply for and use commercially reasonable efforts to obtain all regulatory approvals required in connection with this Agreement, the Amalgamation or any of the other transactions contemplated herein, and, in doing so, keep each other fully informed as to the status of the proceedings related to obtaining the regulatory approvals, including providing each other promptly with copies of all related applications and notifications (other than with respect to confidential information contained in such applications and notifications), in a draft form prior to such applications and notifications being submitted, in order for the listing thereon of the Great Oak Common Shares; other party to provide its reasonable comments thereon;
(iib) in the case of the Acquiroruse commercially reasonable efforts to obtain all necessary waivers, effect the Consolidation, the Name Change consents and the Share Reclassification prior to the Effective Date; and (iii) obtain such other consents, orders or approvals as may be necessary or desirable required to be obtained for from, and to deliver all notices required to be delivered to, other parties to any of its material Contracts in connection with this Agreement, the implementation Amalgamation or any of the Amalgamationother transactions contemplated herein;
(c) use commercially reasonable efforts to comply promptly with all requirements imposed by applicable Law with respect to the Amalgamation and any other transactions contemplated herein;
(d) not knowingly take any action, including without limitation those referred refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which is or could reasonably be expected to impede or delay the completion of the transactions contemplated under this Agreement except as specifically permitted by this Agreement;
(e) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting this Agreement or the consummation of the Amalgamation or any of the other transactions contemplated hereby. Each of Gamesquare and Magnolia shall also provide to the other’s respective counsel on a timely basis copies of any notice of appearance or other documents served on it in Article 9 hereofrespect of such a lawsuit or proceeding. In addition, each of Gamesquare and preparing and delivering all necessary documents Magnolia will not object to legal counsel to the other party seeking leave or standing to make such submissions in connection therewithwith such lawsuit or proceeding as such counsel considers appropriate, provided, however, that the other party is advised of the nature of any submissions prior to any hearing and such submissions are consistent with the terms of this Agreement and the Amalgamation;
(f) as promptly as practical following the execution of this Agreement, and in compliance with applicable laws, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereof, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond oppose, lift or rescind any injunction or restraining or other order or decree seeking to and resolve stop, or otherwise adversely affecting its ability to consummate, the Amalgamation or any comments issued by the Securities Authorities in respect of the Prospectusother transactions contemplated hereby;
(g) use commercially reasonable efforts to fulfil all conditions to closing contained in this Agreement that are within its power and satisfy all provisions of this Agreement and the Amalgamation applicable to each of them; and
(gh) take other than with respect to holders of Gamesquare securities who have provided in writing for the benefit of Magnolia, representations and cause warranties in form and substance satisfactory to be taken such other steps and actions and execute such other documentsMagnolia, agreements and instruments as may be reasonably acting reasonably, with respect to United States securities law matters necessary or desirable in connection with order to permit the consummation issue of securities of Magnolia pursuant to the Amalgamation under an exemption from the registration requirements of the transactions contemplated hereby.U.S. Securities Act and all applicable state securities laws, neither Gamesquare nor any person
Appears in 1 contract
Samples: Amalgamation Agreement
Amalgamation. The Corporation and Subco Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the OBCA Act upon the terms and conditions hereinafter set forthout. Each of Carpincho and Fxxxx acknowledge and agree that the Amalgamation and the matters related thereto as contemplated hereby are subject to (a) the receipt of all regulatory approvals; and (b) the approval of the Amalgamation by the shareholders of each of Fxxxx and Subco, all in accordance with Applicable Laws. 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 AcquirorFxxxx, Subco and the Corporation Carpincho covenant and agree to:
(a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approval approvals of the shareholders securityholders of the Corporation each of Fxxxx and Subco to the Amalgamation, which Amalgamation Agreement shall give effect to the Amalgamation in accordance with the terms hereofall as further set forth herein;
(b) The Acquiror shall effect the Consolidation and the Share Reclassification immediately prior to the Amalgamation;
(c) co-operate with each other other, as promptly as reasonably practicable, in the preparation of all documents required by applicable legislation and/or regulation in connection with all securityholder and issuance regulatory approvals required in respect of the Corporation Proxy Circular Amalgamation and the other matters contemplated hereby, and in connection therewith therewith, each party shall provide the such other parties with such information and material concerning its affairs as such the 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;
(ec) 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 therewiththerewith as set forth herein prior to the Termination Deadline, including including, without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: :
(i) the approval of the Exchange CSE for the listing thereon of the Great Oak Common Shares; New Carpincho Shares to be issued in connection with the Amalgamation;
(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 obtaining such other consents, orders or approvals as counsel to Fxxxx, Subco and Carpincho may be advise are 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 documents in connection therewith;
(f) as promptly as practical following the execution of this Agreement, and in compliance with applicable laws, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereof, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond to and resolve any comments issued by the Securities Authorities in respect of the Prospectus; and
(giii) subject to obtaining the approval of the holders Fxxxx Shares and the approval of Carpincho as the sole shareholder of Subco: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regard; and
(d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
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 each of the Corporation and the Acquiror 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 Name Change immediately prior to the Amalgamation;
(c) co-operate with each other in the preparation and issuance of the Corporation Proxy Circular Circulars 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 Circulars 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 SharesCanada Coal Shares on the Exchange; (ii) the approval of the NEX for the delisting of the Canada Coal Shares from the NEX; (iii) in the case of the Acquiror, effect the Consolidation, the Name Change and the Share Reclassification Consolidation prior to the Effective Date; and (iiiiv) 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 documents in connection therewith;
(f) as promptly as practical following the execution of this Agreement, and in compliance with applicable laws, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereof, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond to and resolve any comments issued by the Securities Authorities in respect of the Prospectus; and
(gf) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Combination Agreement
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 (a) Prior to the terms and conditions herein set forth and on the basis of the covenants, representations, warranties and agreements of the parties herein containedClosing, each of the Acquiror, Subco Company and the Corporation covenant and agree to:
(a) enter into Amalgamation Sub shall take all such actions as are reasonably necessary so that 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 be consummated in accordance with the terms hereof;
(b) The Acquiror shall effect the Consolidation and the Share Reclassification immediately prior subject to the Amalgamation;
(c) co-operate with each other conditions set forth 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 this Agreement. 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 documents in connection therewith;
(f) soon as promptly as practical practicable following the execution of this Agreement, the Company and Amalgamation Sub shall begin drafting (or cause its auditors to begin drafting) directors’ declarations, statements of material interests of directors, solvency statements, accompanying auditors’ reports and such other information relating to the Amalgamation as is or may be required under the Singapore Companies Act, in each case with respect to the Amalgamation (the “Other Amalgamation Documents”);
(ii) as soon as practicable after the Registration Statement becomes effective, each of the Company and Amalgamation Sub shall:
(1) so far as they are lawfully able, exercise their powers to cause the boards of directors of each of Amalgamation Sub and the Company, respectively, to approve the Amalgamation and make solvency statements and/or declarations in respect of Amalgamation Sub and/or the Company (as the case may be);
(2) dispatch the Amalgamation Documents to its shareholders in accordance with the Singapore Companies Act;
(3) dispatch the notice of Amalgamation Proposal to its secured creditors (if any) in accordance with the Singapore Companies Act and such other creditors of the Company and/or Amalgamation Sub as may be agreed between Acquiror and the Company; and
(4) cause the notice of Amalgamation Proposal to be published in one daily English-language newspaper of general circulation in Singapore in accordance with the Singapore Companies Act;
(iii) as soon as practicable following the execution of this Agreement, each of the Company and Amalgamation Sub shall take all steps reasonably necessary to secure the pre-clearance of the Amalgamation by ACRA;
(iv) each of the Company and Amalgamation Sub shall provide to Acquiror evidence reasonably satisfactory to Acquiror that ACRA has no further comments on the relevant Amalgamation Documents following ACRA’s review, that the Amalgamation Documents may be filed pursuant to Section 215E of the Singapore Companies Act and that promptly following such filing ACRA will confirm the Amalgamation has become effective; and
(v) the Company shall pay the fee prescribed by ACRA to effect the Amalgamation and lodge with ACRA the prescribed form relating to the Amalgamation, the Amalgamation Proposal, the required directors’ declarations, the required solvency statements, the required declaration of the directors of each of the Company and Amalgamation Sub that the Amalgamation has been approved by the shareholders of the Company and Amalgamation Sub, respectively, the required declarations regarding no prejudice to creditors, and the constitution of the amalgamated entity, in each case relating to the Amalgamation and in compliance accordance with applicable lawsthe Singapore Companies Act by no later than 10:00 AM Singapore Standard Time on the Closing Date.
(b) The Company and Amalgamation Sub shall, and the requirements Company shall cause each of the Securities Authorities and the policies of the Exchange Company’s Subsidiaries to, (i) cause the Amalgamation Documents when delivered to shareholders, secured creditors or such other creditors as may be agreed between Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide Company or lodged with ACRA, to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance comply in all material respects with Exchange policies on all Laws applicable thereto (including the date of filing thereofSingapore Companies Act) and rules and regulations promulgated by ACRA, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the Acquiror shall ACRA concerning the Amalgamation Documents, and (iii) cause the Non-Offering Prospectus Amalgamation to be declared effective under the Singapore Companies Act by no later than 10:00 AM Singapore Standard Time on the Closing Date.
(c) Any filing of, or amendment or supplement to, the Amalgamation Documents will be mutually prepared and agreed upon by the Company, Acquiror and Amalgamation Sub. Each of the Company and Amalgamation Sub will advise the Company, PubCo and Acquiror, promptly after receiving notice thereof, of the time when the Amalgamation has become effective under the Singapore Companies Act or of any request by the ACRA for amendment of the Amalgamation Documents or comments thereon and responses thereto or requests by ACRA for additional information and responses thereto, and shall provide the Company, PubCo and Acquiror a reasonable opportunity to provide comments and amendments to any such filing. Acquiror, PubCo, Amalgamation Sub and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of ACRA or its staff with respect to the Amalgamation Documents and any amendment to the Amalgamation Documents filed in response thereto.
(d) Each of the Acquiror, PubCo, Amalgamation Sub and the Company shall ensure that all of the information supplied by it or on its behalf for inclusion or incorporation by reference in the Amalgamation Documents will, at the time the Amalgamation Documents are (i) sent to shareholders, secured creditors and such other creditors as may be agreed between Acquiror and the Company, in each case, of the Company or Amalgamation Sub, as applicable or (ii) lodged with applicable regulatory authorities ACRA, be true, accurate and not misleading.
(e) If at any time prior to the Effective Time the Company, PubCo, Amalgamation Sub or Acquiror becomes aware that any information relating to the Company, PubCo, Amalgamation Sub, Acquiror or any of their respective Subsidiaries, Affiliates, directors or officers set forth in all jurisdictions where the same are Amalgamation Documents is required to be filed; amended, so that the Amalgamation Documents would not fail to be true, accurate or not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing and/or correcting such information shall be promptly lodged with ACRA and, to the extent required by the Singapore Companies Act, disseminated to the shareholders and secured creditors of the Company and Amalgamation Sub.
(iiif) If at any time prior to the Effective Time the Company, PubCo, Amalgamation Sub or Acquiror becomes aware that any member or creditor of the Company or Amalgamation Sub or any other person to whom the Company or Amalgamation Sub is under an obligation, intends to object or has objected to the Amalgamation Proposal (or the notification of publication thereof) (each, an “Amalgamation Objection”), Acquiror, the Company, PubCo and Amalgamation Sub shall discuss in good faith how to address any such Amalgamation Objection and the Corporation Company shall, and shall each cause its Subsidiaries to, use commercially their respective reasonable efforts to as expeditiously as reasonably practicable respond deal with such Amalgamation Objection (whether by paying or discharging obligations to and resolve any comments issued by the Securities Authorities in respect applicable creditors or otherwise) so that no member or creditor of the Prospectus; and
(g) take and Company or Amalgamation Sub, or other person to whom the Company or Amalgamation Sub is under an obligation, is able to delay the Amalgamation or cause the Amalgamation not to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated herebyconsummated.
Appears in 1 contract
Samples: Business Combination Agreement (StoneBridge Acquisition Corp.)
Amalgamation. The Corporation and Subco Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the OBCA Act upon the terms and conditions hereinafter set forthout. Each of Carpincho and Xxxxx acknowledge and agree that the Amalgamation and the matters related thereto as contemplated hereby are subject to (a) the receipt of all regulatory approvals; and (b) the approval of the Amalgamation by the shareholders of each of Xxxxx and Subco, all in accordance with Applicable Laws. 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 AcquirorXxxxx, Subco and the Corporation Carpincho covenant and agree to:
(a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approval approvals of the shareholders securityholders of the Corporation each of Xxxxx and Subco to the Amalgamation, which Amalgamation Agreement shall give effect to the Amalgamation in accordance with the terms hereofall as further set forth herein;
(b) The Acquiror shall effect the Consolidation and the Share Reclassification immediately prior to the Amalgamation;
(c) co-operate with each other other, as promptly as reasonably practicable, in the preparation of all documents required by applicable legislation and/or regulation in connection with all securityholder and issuance regulatory approvals required in respect of the Corporation Proxy Circular Amalgamation and the other matters contemplated hereby, and in connection therewith therewith, each party shall provide the such other parties with such information and material concerning its affairs as such the 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;
(ec) 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 therewiththerewith as set forth herein prior to the Termination Deadline, including including, without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: :
(i) the approval of the Exchange CSE for the listing thereon of the Great Oak Common Shares; New Carpincho Shares to be issued in connection with the Amalgamation;
(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 obtaining such other consents, orders or approvals as counsel to Xxxxx, Subco and Carpincho may be advise are 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 documents in connection therewith;
(f) as promptly as practical following the execution of this Agreement, and in compliance with applicable laws, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation shall cooperate in the preparation of the Prospectus and the Corporation shall provide to the Acquiror the necessary information in respect of the Corporation to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereof, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond to and resolve any comments issued by the Securities Authorities in respect of the Prospectus; and
(giii) subject to obtaining the approval of the holders Xxxxx Shares and the approval of Carpincho as the sole shareholder of Subco: (A) the filing with the Director of the Articles of Amalgamation to be made effective at 12:01 a.m. (Toronto time) on the Effective Date (the “Effective Time”); and (B) the obtaining of the Certificate in that regard; and
(d) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Master Agreement
Amalgamation. Notwithstanding anything in this Agreement to the contrary, if, by January 15, 2013, any of the holders of Company Common Shares or Company Rights have not duly executed and delivered this Agreement or an Accession Agreement substantially in the form of EXHIBIT I hereto (each, an “Accession Agreement”), then, at Parent’s option exercised in a writing delivered to the Shareholders’ Representative at any time prior to February 14, 2013 (the “Amalgamation Notice”):
(a) The Corporation Shareholders’ Representative, Parent and Subco hereby agree Purchaser, shall within five (5) Business Days from notification by Parent of its intention to amalgamate exercise its rights under this Section 1.8, finalize the terms of a proposed amalgamation (an “Amalgamation”) between Purchaser (which shall, prior to the Amalgamation, be converted from a unlimited liability corporation organized and continue as one corporation existing under the provisions laws of British Columbia to a company organized and existing under the laws of British Columbia) and the Company (the entity resulting from such amalgamation shall be a company organized and existing under the laws of British Columbia and is herein referred to as “Amalco”), pursuant to which all of the OBCA upon Company Common Shares and Company Rights shall be acquired and/or terminated on substantially the same economic terms (and subject to the same purchase price adjustment mechanisms, including the escrow arrangements contemplated herein) as set forth in this Agreement, and, without limiting the generality of the foregoing:
(i) the Amalgamation shall be between the Company and Purchaser on terms whereby: (A) each shareholder of Purchaser shall be entitled to receive one (1) common share of Amalco for each common share of Purchaser previously held, (B) each holder of Company Common Shares shall be entitled to receive, in respect of each Company Common Share held by such holder, (1) one non-voting redeemable, retractable class A preferred share of Amalco, redeemable and retractable at a cash price per share (net of any withholding under applicable Tax Laws) equal to, with respect to the Shareholders that are not Founders, the Per Share Closing Cash Amount and the Per Share Escrow Cash Amount, and, with respect to the Shareholders that are Founders, the Per Share Founder Closing Cash Amount and the Per Share Founder Escrow Cash Amount (in each case as adjusted to reflect the terms and conditions hereinafter set forth. In furtherance of this Agreement, including the delivery of the foregoingPer Share Escrow Cash Amount and the Per Share Founder Escrow Cash Amount to the Escrow Agent); and (2) one non-voting redeemable, subject retractable class B preferred share of Amalco, redeemable and retractable (net of any withholding under applicable Tax Laws) in return for the number of shares of Parent Common Stock equal to, with respect to the Shareholders that are not Founders, the Per Share Closing Stock Amount and the Per Share Escrow Stock Amount, and, with respect to the Shareholders that are Founders, the Per Share Founder Closing Stock Amount and the Per Share Founder Escrow Stock Amount (in each case as adjusted to reflect the terms and conditions herein set forth and on of this Agreement, including the basis delivery of the covenants, representations, warranties and agreements of the parties herein contained, each of the Acquiror, Subco Per Share Escrow Stock Amount 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 Per Share Founder Escrow Stock Amount to the AmalgamationEscrow Agent) ((1) and (2) collectively, which Amalgamation Agreement shall give effect to the Amalgamation in accordance with the terms hereof“Amalco Shares”);
(bii) The Acquiror the Amalgamation shall effect be able to be implemented on the Consolidation Closing Date on the terms contemplated above;
(iii) all aspects of the Amalgamation shall be conducted in accordance with, or pursuant to exemptions from, all applicable corporate and regulatory requirements, including Multilateral Instrument 61-101;
(iv) the Share Reclassification rights of holders of Company Rights, on the exercise of such Company Rights, shall be limited to their entitlement to receive Amalco Shares to which they would have been entitled had they exercised their Company Rights and acquired Company Common Shares immediately prior to the Amalgamation;
(cv) 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 all approvals 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 must be able to be obtained, whether pursuant to including Multilateral Instrument 61-101 or otherwise (including, without limitation, any minority approvals which may be required pursuant to including Multilateral Instrument 61-101); and
(vi) it shall be a condition to closing the Amalgamation that the holders of not more than five percent (5%) of the Company Common Shares outstanding immediately prior to the Closing of the Amalgamation that have the right to demand payment for their shares pursuant to Section 238 of the Business Corporations Act (British Columbia) (the “BCA”) shall have exercised and not withdrawn or otherwise lost their right to demand payment for their shares under Section 238 of the BCA.
(b) The Shareholders who are parties to this Agreement or who have previously duly executed and delivered an Accession Agreement (the “Signing Shareholders”) shall ensure that the Company shall give a notice of a meeting of its shareholders (the “Meeting”) and send an accompanying management information circular (collectively, the “Notice of Meeting”) in the prescribed form for purposes of presenting the Amalgamation for approval by the Shareholders at the Meeting as soon as reasonably practicable thereafter, which Meeting shall be held at such time and date as may be agreed by the Company and Parent (and the Signing Shareholders and the Company shall use reasonable commercial efforts to ensure that in no event shall the Meeting be held later than twenty (20) Business Days after Parent delivers the Amalgamation Notice, without the prior written approval of Parent). The Company shall afford Parent the opportunity to review and comment upon the Notice of Meeting prior to its being delivered to such shareholders and the Notice of Meeting shall be reasonably satisfactory in form and substance to Parent. The Company agrees that the Notice of Meeting shall comply in all related matters respects with the BCA and other applicable Laws and shall not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
(c) The Signing Shareholders shall, by virtue of having signed this Agreement or delivering such Accession Agreement, agree (to the maximum extent permitted by law) to take such action as may be necessary to approve the Amalgamation at the Meeting, and to take all actions required in connection therewith, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicabletherewith including: (i) the approval execution of the Exchange for the listing thereon of the Great Oak Common Sharesany resolutions, agreements and collateral documents; and (ii) any amendment to the Articles requested by Parent. To the maximum extent permitted by law, each Shareholder hereby waives any statutory right of dissent and/or appraisal remedy to which it would otherwise be entitled in connection with the Amalgamation.
(d) The Signing Shareholders shall co-operate fully with Parent and the Company in order to complete the transaction contemplated in the case Amalgamation. If any Signing Shareholder, in the opinion of the AcquirorShareholders’ Representative as evidenced by a notice to such Signing Shareholder, effect fails to reasonably co-operate with Parent or the ConsolidationCompany in this regard, then the Name Change Shareholders’ Representative is deemed to be irrevocably constituted and appointed as the Share Reclassification prior true and lawful attorney for the Shareholder with authority to do all things and execute and deliver, on behalf of and in the Effective Date; and (iii) obtain name of such other Shareholder, such deeds, transfers, consents, orders resolutions, share certificates, resignations or approvals other documents as may be necessary to complete the transaction or desirable series of transactions and to otherwise evidence full compliance with the terms hereof (which power, being coupled with an interest and which, to the extent permitted by applicable law, shall survive and not be revoked by the subsequent death, incapacity, insolvency or bankruptcy of such party). The power of attorney granted herein is not intended to be obtained an enduring power of attorney within the meaning of and governed by the Power of Attorney Act (British Columbia), or any similar power of attorney under equivalent legislation in any of the provinces or territories of Canada or any other applicable legislation (a “POA”). The execution of this Agreement shall not terminate any POA granted by a Shareholder previously and this power of attorney shall not be terminated by the execution by a Shareholder in the future of a POA, and each Shareholder hereby agrees not to take any action that results in the termination of this power of attorney.
(e) The Signing Shareholders shall take all actions necessary in order to ensure to the extent possible that all aspects of the Amalgamation and the Meeting are conducted in accordance with, or pursuant to exemptions from, all applicable corporate and regulatory requirements, including Multilateral Instrument 61-101 (including, without limitation, any minority approvals which may be required pursuant to including Multilateral Instrument 61-101).
(f) Notwithstanding anything contained in this Section 1.8, the Amalgamation and the Meeting (including, without limitation, the Notice of Meeting) shall be on terms and conditions satisfactory to Parent, and, except as may otherwise be agreed in writing by Parent in connection with the Amalgamation, nothing contained in this Section 1.8 shall (i) compel Parent to complete the Amalgamation other than on such terms and conditions, or (ii) be construed in any way to waive or restrict any of Parent’s rights under this Section 1.8.
(g) If at any time after the date hereof and before the date on which the Meeting is held, all of the holders of Company Common Shares and Company Rights shall have either executed and delivered this Agreement or an Accession Agreement in respect of all of their Company Common Shares and Company Rights, the Selling Shareholders and the Company shall no longer have any further obligations under this Section 1.8, and the Meeting will not be held and the Amalgamation shall not be proceeded with.
(h) Notwithstanding anything in this Agreement to the contrary, any share capital of the Company held by a holder who, pursuant to Section 238 of the BCA, has the right to dissent to the Amalgamation and demand payment for such shares and properly dissents and demands payment for the implementation fair value of such share capital of the Company (“Dissenting Shares”) in accordance with the BCA, shall not be converted into the right to receive the portion of the total Shareholder Consideration, unless such holder withdraws, fails to perfect or otherwise loses such holder’s right to such payment, if any. If, after the Closing of the Amalgamation, including without limitation those referred such holder withdraws, fails to perfect or loses any such right to payment, such holder’s Dissenting Shares shall be treated as having been converted as of the Closing of the Amalgamation into the right to receive the appropriate portion of the total Shareholder Consideration. At the Closing of the Amalgamation, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Article 9 hereof, Section 238 of the BCA and preparing as provided in the immediately preceding sentence. The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of the share capital of the Company and delivering the opportunity to participate in all necessary documents in connection therewith;
(f) as promptly as practical following negotiations and proceedings with respect to any such demand. Except to the execution of this Agreement, and in compliance with applicable lawsextent otherwise required by the BCA, the requirements of the Securities Authorities and the policies of the Exchange (i) the Acquiror and the Corporation Company shall cooperate in the preparation of the Prospectus and the Corporation shall provide not make any payment or settlement offer prior to the Acquiror the necessary information Closing with respect to any such demand unless Parent shall have consented in respect of the Corporation writing to ensure that the Non-Offering Prospectus provides information in compliance in all material respects with Exchange policies on the date of filing thereof, (ii) the Acquiror shall cause the Non-Offering Prospectus to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filed; (iii) the Acquiror and the Corporation shall each use commercially reasonable efforts to as expeditiously as reasonably practicable respond to and resolve any comments issued by the Securities Authorities in respect of the Prospectus; and
(g) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary payment or desirable in connection with the consummation of the transactions contemplated herebysettlement offer.
Appears in 1 contract
Amalgamation. 2.1.1 The Corporation and Subco hereby Parties agree to amalgamate and continue as one corporation under effect 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 Contemplated Transactions in accordance with and subject to this Agreement.
2.1.2 Subject to compliance by the directors and officers of the Company with their fiduciary duties and 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 documents in connection therewith;
(f) as promptly as practical following the execution of this Agreement, and in compliance with applicable laws, the requirements of Company shall use commercially reasonable efforts to obtain the Securities Authorities and the policies of the Exchange Amalgamation Resolution either (i) by way of the Acquiror Written Consent Resolution or (ii) at the Innovations Meeting, all in accordance with this Section 2.1.
2.1.3 If the board of directors of the Company determines that the Amalgamation shall be approved by way of a Written Consent Resolution, then, as soon as reasonably practicable following the execution and delivery of this Agreement, the Company shall use commercially reasonable efforts to obtain the Written Consent Resolution on or before November 15, 2019, or such later date as may be mutually agreed to by Wolverine and the Corporation shall cooperate in the preparation Company. The Company will give Wolverine and its legal counsel a reasonable opportunity to review and comment on drafts of the Prospectus Written Consent Resolution and the Corporation shall provide other documents relating to the Acquiror the necessary information in respect of the Corporation Written Consent Resolution, and will give reasonable consideration to any comments made thereon by Wolverine and its legal counsel. The Company will ensure that the Non-Offering Prospectus provides information in compliance Written Consent Resolution complies in all material respects with Exchange policies on Applicable Laws and the Company provides the Innovations Shareholders as of the record date of filing thereof(which, for greater certainty, will exclude Innovations Warrant Holders) with sufficient information to permit them to form a reasoned judgement concerning the matters referred to in the Written Consent Resolution. The Company will promptly notify Wolverine if it becomes aware that the Written Consent Resolution requires an amendment or supplement. The Company will (i) prepare any such amendment or supplement as required or appropriate with respect to the Written Consent Resolution; (ii) the Acquiror shall cause the Non-Offering Prospectus give Wolverine and its legal counsel a reasonable opportunity to be filed with applicable regulatory authorities in all jurisdictions where the same are required to be filedreview and comment thereon; (iii) give reasonable consideration to any comments made thereon by Wolverine and its legal counsel; (iv) as required by Applicable Laws, promptly deliver any such amendment or supplement to the Acquiror holders of Innovations Shares as of the record date (which, for greater certainty, will exclude Innovations Warrant Holders); and (v) if required by Applicable Laws, promptly file the same with any Governmental Authority.
2.1.4 If the board of directors of the Company determines that the Amalgamation shall be approved at the Innovations Meeting rather than by way of a Written Consent Resolution, and in any event, if the Written Consent Resolution has not been obtained on or before on or before November 15, 2019, then the Company will immediately give notice to Wolverine (and in any event will provide notice within 48 hours thereof) and the Corporation Company will call and hold the Innovations Meeting for the purpose of approving the Amalgamation and shall prepare and mail the Innovations Circular to the Innovations Shareholders as of the record date. The Company will convene and conduct the Innovations Meeting on or before December 4, 2019, or such later date as may be mutually agreed to by Wolverine and the Company, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Innovations Meeting without the prior written consent of Wolverine, except in the case of an adjournment required for quorum purposes. The Company will ensure that the Innovations Circular complies in all material respects with Applicable Laws, does not contain any misrepresentation, and provides the Innovations Shareholders as of the record date (which, for greater certainty, will exclude Innovations Warrant Holders) with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Innovations Meeting. The Company will give Wolverine and its legal counsel a reasonable opportunity to review and comment on drafts of the Innovations Circular and other documents relating to the Innovations Meeting, and will give reasonable consideration to any comments made thereon by Wolverine and its legal counsel. The Company will promptly notify Wolverine if it becomes aware that the Innovations Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Company will prepare any such amendment or supplement as required or appropriate with respect to the Innovations Meeting and will give Wolverine and its legal counsel a reasonable opportunity to review and comment thereon, and the Company will, as required by Applicable Laws, promptly mail any such amendment or supplement to the holders of Innovations Shares as of the record date (which, for greater certainty, will exclude Innovations Warrant Holders) and, if required by Applicable Laws, promptly file the same with any Governmental Authority.
2.1.5 Each Vendor irrevocably covenants and agrees to and for the benefit of Wolverine and SubCo that, until the termination of this Agreement in accordance with its terms, the Vendor shall:
2.1.5.1 as applicable, sign the Written Consent Resolution authorizing the Amalgamation or vote or cause to be voted (in person or by proxy) all of the Innovations Shares registered in the name of such Vendor (as to each Vendor, the “Subject Securities”) to approve the Amalgamation Resolution;
2.1.5.2 vote or cause to be voted (in person or by proxy), to the extent applicable, all of the Subject Securities against, any action that is reasonably likely to impede, interfere with, delay, postpone, or adversely affect, in any material respect, the Contemplated Transactions;
2.1.5.3 not grant or agree to grant any proxy or other right to vote the Subject Securities that is inconsistent with the terms hereof, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of holders of Innovations Shares or give consents or approvals of any kind as to the Subject Securities; and
2.1.5.4 not exercise any rights of dissent or appraisal in respect of the Amalgamation Resolution or any aspect thereof or any matter related thereto, or in any manner delay, hinder, prevent, interfere with or challenge any aspect of the Contemplated Transactions.
2.1.6 As soon as reasonably practicable and in no event later than three (3) Business Days following the approval of the Amalgamation by the Innovations Shareholders by way of a Written Consent Resolution or at the Innovations Meeting, Wolverine shall pass a special resolution, as sole shareholder of SubCo, approving the Amalgamation.
2.1.7 Upon the date that is the later of: (i) three (3) Business Days following the approval of the Amalgamation by the Innovations Shareholders, and (ii) one (1) Business Day following the satisfaction or waiver of each condition precedent set forth in Article 7, the Company and SubCo will amalgamate, pursuant to the provisions of the CBCA, by jointly completing and filing Articles of Amalgamation with the Director, and shall continue as one corporation (“Amalco”) effective at the Effective Time, giving effect to the Amalgamation subject to the terms of the Amalgamation Agreement.
2.1.8 At the Effective Time and concurrently with the completion of the Amalgamation:
2.1.8.1 each Innovations Shareholder (excluding each Innovations Shareholder that is an Innovations Dissenting Shareholder) shall be entitled to receive such number of Wolverine Shares in respect of the Innovations Shares held by such Innovations Shareholder as is determined by multiplying the Exchange Ratio by the number of Innovations Shares held by such Innovations Shareholder;
2.1.8.2 at the Effective Time, Wolverine will issue and register the Payment Shares in accordance with Exhibit A hereof and Wolverine will deliver at Closing all certificates evidencing the Payment Shares directly to the Representative;
2.1.8.3 pursuant to the Amalgamation Agreement, upon the completion of the Amalgamation, all issued and outstanding Innovations Shares in the capital of the Company shall be cancelled;
2.1.8.4 pursuant to the Amalgamation Agreement, upon the completion of the Amalgamation, each issued and outstanding SubCo Share shall be exchanged for, and Wolverine shall be entitled to receive, one fully paid and non-assessable Amalco Share and upon the completion of the Amalgamation all of the issued and outstanding SubCo Shares shall be cancelled.
2.1.8.5 in consideration of the issuance of Payment Shares pursuant to Section 2.1.8, Amalco shall issue to Wolverine one Amalco Share for each Payment Share so issued;
2.1.8.6 Wolverine shall add to the stated capital maintained in respect of the Wolverine Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the Innovations Shares immediately prior to the Effective Time (less the paid- up capital of any Innovations Shares held by Innovations Dissenting Shareholders that are not entitled to receive Wolverine Shares upon the Amalgamation);
2.1.8.7 Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the Tax Act of the SubCo Shares and Innovations Shares immediately prior to the Effective Time (less the paid-up capital of any Innovations Shares held by Innovations Dissenting Shareholders that are not entitled to receive Wolverine Shares upon the Amalgamation);
2.1.8.8 no fractional Wolverine Shares shall be issued upon the exchange of Innovations Shares; the number of Wolverine Shares to be received by an Innovations Shareholder will be: (i) rounded up to the nearest whole Wolverine Share, in the event that the former Innovations Shareholder is entitled to receive a fractional share representing 0.5 or more of a Wolverine Share; or (ii) be rounded down to the nearest whole Wolverine Share, in the event that the former Innovations Shareholder is entitled to receive a fractional share representing less than 0.5 of a Wolverine Share, provided that each Innovations Shareholder shall receive at least 1 Wolverine Share;
2.1.8.9 Wolverine and Amalco shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any Innovations Shareholder such amounts as they determine, acting reasonably upon the advice of professional Tax counsel, may be required to be deducted and withheld with respect to such payment under the Tax Act or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Innovations Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. Wolverine and Amalco shall use commercially reasonable efforts to as expeditiously as reasonably practicable respond to and resolve cooperate with any comments issued by the Securities Authorities in respect of the Prospectus; and
(g) take and cause Innovations Shareholder from which amounts are required to be taken withheld in providing such data and other steps and actions and execute such other documents, agreements and instruments information as may reasonably be reasonably necessary or desirable in connection with required for the consummation preparation of the transactions contemplated herebyany Tax Return.
Appears in 1 contract
