Consolidation and Amalgamation. (a) At any time it’s Common Shares are listed on the CSE, the Company shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, plan of arrangement, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Company and the successor corporation shall have executed such instruments and done such things as the Company, acting reasonably, considers necessary or advisable to establish that upon the consummation of such transaction:
(i) the successor corporation will have assumed all the covenants and obligations of the Company under this Warrant Certificate, and
(ii) the Warrants and the terms set forth in this Warrant Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant Certificate.
(b) Whenever the conditions of subsection 13(a) shall have been duly observed and performed the successor corporation shall possess, and from time to time may exercise, each and every right and power of the Company under this Warrant Certificate in the name of the Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Company may be done and performed with like force and effect by the like directors or officers of the successor corporation.
Consolidation and Amalgamation. (1) The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation or entity (herein called a "successor corporation") whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as, in the opinion of counsel to the Corporation, are necessary or advisable to establish that upon the consummation of such transaction:
(i) the successor corporation will have assumed all the covenants and obligations of the Corporation under this Compensation Option Certificate; and
(ii) this Compensation Option Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Compensation Warrant Certificate.
(2) Whenever the conditions of subsection 13(1) shall have been duly observed and performed, the successor corporation shall possess and from time to time may exercise each and every right and power of the Corporation under this Compensation Option Certificate in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers of the successor corporation.
Consolidation and Amalgamation. (a) The Payor shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation (herein called a "Successor Corporation") whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless:
(i) prior to or contemporaneously with the consummation of such transaction the Payor and the Successor Corporation shall have executed such instruments and done such things as, in the opinion of counsel to the Holder, are necessary or advisable to establish that upon the consummation of such transaction:
(A) the Successor Corporation will have assumed all the covenants and obligations of the Payor under this Note, and
(B) the Note will be a valid and binding obligation of the Successor Corporation entitling the Holder, as against the Successor Corporation, to all the rights of the Holder under this Note;
(ii) no condition or event shall exist in respect of the Payor or the Successor Corporation either at the time of, or immediately after the consummation of, any such transaction and after giving full effect thereto which constitutes or would constitute an Event of Default hereunder; and
(iii) such transaction shall be on such terms and shall be carried out at such times and otherwise in such manner as shall be approved by counsel to the Holder as not being prejudicial to the interests of the Holder constituted by this Note or to the rights and powers of the Holder hereunder.
(b) Whenever the conditions of subsection 7.02(a) shall have been duly observed and performed the Successor Corporation shall possess, and from time to time may exercise, each and every right and power of the Payor under this Note in the name of the Payor or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Payor may be done and performed with like force and effect by the like directors or officers of the Successor Corporation.
Consolidation and Amalgamation. 39 9.01 Successor Company or Guarantor......................................39 9.02 Successor Company/Successor Guarantor to Possess Powers of the Company/Guarantor.............................................39
Consolidation and Amalgamation. In the case of the Corporation entering into a transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other corporation (herein called a "successor corporation") whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, the successor corporation shall be bound by all of the provisions hereof including the due and punctual performance of all covenants of the Corporation and forthwith following the occurrence of such event, the successor corporation resulting from such reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise (if not the Corporation), shall expressly assume, by supplemental certificate satisfactory in form to the Holder, acting reasonably, and executed and delivered to the Holder, the due and punctual performance and observance of this Warrant certificate to be performed and observed by the Corporation and these securities and the terms set forth in this Warrant certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant certificate.
Consolidation and Amalgamation the Trustee shall not be responsible for any consolidation, amalgamation, merger, reconstruction or scheme of the Issuer or any sale or transfer of all or substantially all of the assets of the Issuer or the form or substance of any plan relating thereto or the consequences thereof to any Bondholder or Couponholder;
Consolidation and Amalgamation. (a) The Issuer shall not enter into any transaction whereby all or substantially all or its undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Issuer and the successor corporation shall have executed such instruments and done such things as the Issuer, acting reasonably, considers necessary or advisable to establish that upon the consummation of such transaction:
(i) the successor corporation will have assumed all the covenants and obligations of the Issuer under this Warrant Certificate, and
(ii) the Warrant and the terms set forth in this Warrant Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant Certificate.
(b) Without limiting the generality of the foregoing, in the event that the Issuer undertakes a transaction whereby its Shares exchanged for securities of another corporation (a “Share Exchange Acquiror”), the Warrant shall be exchanged for a warrant of the Share Exchange Acquiror (a “Replacement Warrant”) entitling the Holder to acquire securities of the Share Exchange Acquiror of the same type as exchanged for the Issuer’s Shares. The number of such securities for which a Replacement Warrant will be exercisable shall reflect the same exchange ratio applied to the exchange of Shares of the Issuer for Share Exchange Acquiror securities. The Replacement Warrant shall have terms substantially similar to those contained in this Warrant Certificate, and the Replacement Warrant and any securities of the Share Exchange Acquiror acquired upon its exercise shall bear such legends or other notations as the Share Exchange Acquiror determines are required under applicable securities laws.
(c) Whenever the conditions of subsection 13(a) or (b) shall have been duly observed and performed the successor corporation or Share Exchange Acquiror shall possess, and from time to time may exercise, each and every right and power of the Issuer under this Warrant in the name of the Issuer or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director or officer of the Issuer may be done and performed with ...
Consolidation and Amalgamation. 32 SECTION 9.01 SUCCESSOR BANK...........................................................................32 SECTION 9.02 SUCCESSOR TO POSSESS POWERS OF THE BANK..................................................33 ARTICLE X INVESTMENT OF TRUST FUNDS..............................................................................33 SECTION 10.01.................................................................................................33
Consolidation and Amalgamation. 8.01 General Provisions 32 8.02 Status of Successor Corporation 33
Consolidation and Amalgamation. (a) The Corporation shall not enter into any transaction whereby all or substantially all or its undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Corporation and the successor corporation shall have executed such instruments and done such things as the Corporation, acting reasonably, considers necessary or advisable to establish that upon the consummation of such transaction:
(i) the successor corporation will have assumed all the covenants and obligations of the Corporation under this Warrant Certificate, and
(ii) the Warrant and the terms set forth in this Warrant Certificate will be a valid and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights of the Holder under this Warrant Certificate.
