Business Combination Steps Sample Clauses

Business Combination Steps. FV Pharma and Century agree to effect the combination of their respective businesses and assets by way of a series of steps or transactions including the Century Share Amendment, the Century Share Creation, the Century Share Cancellation, the Financing, the Amalgamation, the Century Director Appointments and the Century Name Change. Each Party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this section 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it: (a) FV Pharma shall, if required: (i) duly convene the FV Pharma Meeting at which the FV Pharma Shareholders will be asked to approve the Amalgamation (or in the alternative, obtain approval for the Amalgamation by consent resolution of the FV Pharma Shareholders); and (ii) use all commercially reasonable efforts to obtain the approval of the FV Pharma Shareholders for the Amalgamation; (b) Century shall: (i) duly convene the Century Meeting on March 15, 2018 at which the Century Shareholders will be asked to approve the Century Meeting Matters; (ii) prior to the Effective Date, seek approval of the Century Shareholders for the Amalgamation by consent if required pursuant to the policies of the CSE; and (iii) use all commercially reasonable efforts to obtain the approval of the Century Shareholders for the Century Meeting Matters and the Amalgamation; (c) FV Pharma shall use commercially reasonable efforts to complete the Financing; (d) Century shall effect the Century Share Creation, the Century Share Amendment and the Century Share Cancellation by amending its articles under the OBCA and the holders of the Century Pre- Amendment Shares shall receive one Century Class B Share for each Century Pre-Amendment Share held and the Century Pre-Amendment Shares will be cancelled; (e) Century Options and Century Warrants will be issued to the holders of the Existing Century Options and Existing Century Warrants, respectively, in exchange for and replacement for, on an equivalent basis, such Existing Century Options and Existing Century Warrants, which shall thereby be cancelled; (f) FV Pharma and Subco shall amalgamate by way of statutory amalgamation under Section 174 of the OBCA on the terms and subject to the conditions contained in the Documents and FV Pharma and Century further agree that the Effective Date shall occur within five (5) Business Days following th...
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Business Combination Steps. Each of the parties hereto agrees to effect the combination of the respective businesses and assets of the Acquiror, Fundingco and BYND, by way of a series of steps or transactions including without limitation, the Secondary Financing, the Amalgamation Transaction and the Share Exchange Transaction. Each party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it: (a) BYND Reorganization. BYND, Cannasoft, Cannasoft Holdco and the BYND Shareholders shall use commercially reasonable efforts to complete the BYND Reorganization on or prior to the Closing Date.
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Business Combination Steps ecoTECH and SSKY agree to effect the combination of their respective businesses and assets by way of a “three-cornered amalgamation” between a wholly-owned subsidiary of SSKY (“Subco”) and ecoTECH (the “Amalgamation”). When completed, SSKY will become the “Resulting Issuer” with the name “ecoTECH Energy Group, Inc.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of SSKY. Each Party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it: (a) ecoTECH shall either (i) call and convene a meeting of the ecoTECH Shareholders or (ii) distribute a resolution (which resolution shall waive notice and attendance at a meeting) to be signed by all of the ecoTECH Shaeholders for the purpose of approving the Amalgamation described in this Agreement and the Amalgamation Agreement (the “ecoTECH Shareholder Approval”); (b) ecoTECH and Subco hereby agree to amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement, and SSKY hereby covenants and agrees to issue SSKY Shares required to be issued in connection with the Amalgamation; (c) The Parties shall cause the Amalgamation Application to be filed to effect the Amalgamation. Under the Amalgamation: (i) ecoTECH and Subco will amalgamate under the provisions of the Act and continue as “ecoTECH Energy Group (Canada) Inc.” (“Amalco”); (ii) Holders of outstanding ecoTECH Shares shall receive one (1) SSKY Share for each one (1) Share held (such ratio being the “Exchange Ratio”), and each such SSKY Share, after giving completion of the Business Combination, is herein called a “Resulting Issuer Share”; (iii) Each ecoTECH Share held by an ecoTECH Shareholder who has validly exercised such Shareholder’s rights of dissent pursuant to Section 2.2(g) and which rights of dissent remain valid immediately prior to the Effective Time shall be cancelled and become an entitlement to be paid the fair value of such Dissenter Shares (as defined below) shall cease to have any rights as a ecoTECH Shareholder other than the right to be paid the fair value of each ecoTECH Share by Amalco in accordance with Section 2.2(g). (iv) Each outstanding Subco Share will be exchang...
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Business Combination Steps. Intercure and Subversive agree to effect the combination of their respective businesses and assets by way of a series of steps or transactions including the Financing, the Plan of Arrangement, the Arrangement, the Nasdaq Listing, the TSX Listing, the TASE Listing and the Director Appointments. Each Party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it:
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Business Combination Steps. Askott and FansUnite agree to effect the combination of their respective businesses and assets by way of a series of steps or transactions including the Askott Subscription Receipt Financing, the Amalgamation, and the Director and Officer Appointments. Each party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically agreed to, it shall take the following steps indicated for it: (a) Askott and Subco shall amalgamate by way of statutory amalgamation pursuant to the provisions of the BCBCA on the terms and subject to the conditions set forth herein and Askott and FansUnite further agree that the Effective Date shall occur within five (5) Business Days following the later of: (i) the receipt of shareholder approval by the Askott Shareholders at the Askott Meeting; (ii) the closing of the Askott Subscription Receipt Financing and the occurrence of the Release Event; (iii) the conditions and covenants in Article 6 and Article 7 shall have been performed or satisfied (or, with respect to Article 7, waived by the applicable party or parties);
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Business Combination Steps. (a) At paragraph 2.1(a), the reference to “October 31, 2019” shall be deleted and replaced with “January 30, 2020”. (b) At paragraph 2.1(b), the reference to “November 29, 2019” shall be deleted and replaced with “January 30, 2020”. (c) At paragraph 2.1(f), the reference to “November 29, 2019” shall be deleted and replaced with “January 30, 2020”.
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Business Combination Steps. The Parties agree to effect the combination of their respective businesses and assets by way of one or more transactions in accordance with the terms, and subject to the conditions set forth in the Xxxxx Support Agreement and this Agreement in the following sequential order.
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Business Combination Steps. (a) Canopy Rivers and AIM2 agree to effect the combination of their respective businesses and assets by way of a “three-cornered amalgamation” among AIM2, Subco and Canopy Rivers under the provisions of the CBCA and the OBCA, as applicable. (b) As soon as reasonably practicable following the execution and delivery of this Agreement: (i) Canopy Rivers shall duly call and convene the Canopy Rivers Meeting for the purpose of approving the Amalgamation Resolution and shall use all commercially reasonable efforts to obtain the approval of the Canopy Rivers Shareholders for the foregoing matter; (ii) AIM2 shall duly call and convene the AIM2 Meeting for the purpose of approving the AIM2 Resolutions and shall use all commercially reasonable efforts to obtain the approval of the AIM2 Shareholders for the foregoing matters; and
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Business Combination Steps. IMC and Navasota agree to effect the combination of their respective businesses and assets by way of a series of steps or transactions including the Financing, the Consolidation, the Merger, the Amalgamation, the IMC Director Appointments and the Navasota Name Change. Each Party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this 2.1, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for it:
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Related to Business Combination Steps

  • Business Combinations The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.

  • Business Combination Vote It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

  • Initial Business Combination Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the Company has not identified any business combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

  • Business Combination In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” (as such term is defined in Rule 5110 of FINRA’s Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.

  • Business Combination Announcement Within four (4) Business Days following the consummation by the Company of a Business Combination, the Company shall cause an announcement (“Business Combination Announcement”) to be issued by a press release service announcing the consummation of the Business Combination and indicating that the Representative was one of the co-managing underwriters in the Offering and also indicating the name and location of any other financial advisors engaged by the Company as a merger and acquisitions advisor. The Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination Announcement without the final approval of the Representative, which approval will not be unreasonably withheld.

  • Business Combination Marketing Agreement The Company and the Representative have entered into a separate business combination marketing agreement substantially in the form filed as an exhibit to the Registration Statement (the “Business Combination Marketing Agreement”).

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

  • Initial Business Combination/Distribution Procedure The Company may consummate the Initial Business Combination and conduct redemptions of Common Stock for cash upon consummation of such Initial Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the Initial Business Combination to redeem the Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest, divided by (B) the total number of Public Shares then outstanding. In the event the Company conducts redemptions pursuant to the tender offer rules, the Company’s offer to redeem will remain open for at least 20 Business Days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Initial Business Combination until the expiration of the tender offer period. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or stock exchange listing requirement in connection with the Initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will submit such Initial Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). The company will give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a Business Combination Vote shall be taken. With respect to the Business Combination Vote, the Sponsor and the Company’s initial stockholders, executive officers and directors have agreed to vote all of their Founder Shares and Public Shares in favor of the Company’s initial Business Combination. If the Company seeks stockholder approval of the Initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two Business Days prior to the consummation of the Initial Business Combination representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (2) any interest, divided by (II) the total number of Public Shares then outstanding. The Company may proceed with such Initial Business Combination only if a majority of the shares voted are voted to approve such Initial Business Combination. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Initial Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an Initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect an Initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest (which shall be net of amounts withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding Common Stock included in the Securities shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Company will not propose any amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if it does not complete its initial business combination within the time period set forth in the Amended and Restated Certificate of Incorporation, unless it provides its public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment, as described in the Statutory Prospectus and Prospectus.

  • Failure to Consummate a Business Combination; Trust Account Waiver (a) The Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously release to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares. (b) The Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, her or him, if any. The Sponsor and each of the Insiders hereby further waive, with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).

  • Issuance in connection with a Business Combination If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Sponsor, the initial shareholders or their affiliates, without taking into account any shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued prior to the Public Offering and held by the initial shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

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