Common use of Consolidation and Amalgamation Clause in Contracts

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. (a) At any time it’s Common Shares are listed on the CSE, the Company 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 (herein called a “successor corporation”) whether by way of reorganization, reconstruction, consolidation, arrangement, amalgamation, merger, plan of arrangement, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Company Corporation and the successor corporation shall have executed such instruments and done such things as the Company, acting reasonably, considers 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 Company Corporation under this Warrant Certificate, and (ii) the Warrants and the terms set forth in this Warrant Certificate will be a valid and binding obligation obligations 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 Section 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 Corporation under this Warrant Certificate in the name of the Company 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 Company 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) At any time it’s Common Shares are listed on the CSE, the 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, including without limitation a Capital Reorganization, 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 as, in the Companyopinion of counsel to the Holder, acting reasonably, considers 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 Company under this Warrant Certificate, andWarrant; (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 CertificateWarrant; and (iii) any adjustments required to be made pursuant to Section 11 or Section 12 shall be the subject of a binding agreement between the Holder and the successor corporation. (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. (a) At any time it’s Common Shares are listed on the CSE, the Company The Corporation shall not enter into any transaction whereby all or substantially all of or its undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”) whether by way of reorganization, corporation 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 Corporation and the successor corporation shall have executed such instruments and done such things as the CompanyCorporation, 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 Corporation 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 Section 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 Corporation under this Warrant Certificate the Warrants in the name of the Company Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed by any director Director or officer of the Company Corporation may be done and performed with like force and effect by the like directors Directors or officers of the successor corporation.

Consolidation and Amalgamation. (a) At any time it’s Common Shares are listed on the CSE, the 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. (a) At any time it’s Common Shares are listed on the CSE, the Company The Corporation shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would would, directly or indirectly, 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 Corporation and the successor corporation shall have executed such instruments and done such things as the CompanyCorporation, 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 Corporation under this Warrant Certificate, and (ii) the Warrants and the terms set forth in this Warrant Certificate will be a valid and binding obligation obligations of the successor corporation entitling the HolderWarrantholder, as against the successor corporation, to all the rights of the Holder Warrantholder under this Warrant Certificate. (b) Whenever the conditions of subsection 13(a14(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 Corporation under this Warrant Certificate these Warrants in the name of the Company 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 Company 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) At any time it’s Common Shares are listed on the CSE, the Company 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 (herein called a “successor corporation”) whether by way of reorganizationcorporation nization, reconstruction, consolidation, arrangement, amalgamation, merger, plan of arrangement, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Company Corporation and the successor corporation shall have executed such instruments and done such things as the Company, acting reasonably, considers 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 Company Corporation under this Warrant Certificate, and (ii) the Warrants and the terms set forth in this Warrant Certificate will be a valid and binding obligation obligations 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 Section 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 Corporation under this Warrant Certificate in the name of the Company 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 Company 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) At any time it’s Common Shares are listed on the CSE, the The Company shall not enter into any transaction whereby all or substantially all of 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, 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 CertificateSpecial Warrant, and (ii) the Warrants and the terms set forth in this Special 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.Special Warrant; (b) Whenever the conditions of subsection 13(a9(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 Special 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. (a) At any time it’s Common Shares are listed on the CSE, the 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, arrangement, 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, mutatis mutandis. (b) Whenever the conditions of subsection 13(aSection 16(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. ‌ (a) At any time it’s Common Shares are listed on the CSE, the 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. (a) At any time it’s Common Shares are listed on the CSE, the Company 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 (herein called a “successor corporation”) whether by way of reorganizationcorporation nization, reconstruction, consolidation, arrangement, amalgamation, merger, plan of arrangement, transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the consummation of such transaction the Company Corporation and the successor corporation shall have executed such instruments and done such things as the Company, acting reasonably, considers 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 Company Corporation under this Warrant Certificate, and (ii) the Warrants and the terms set forth in this Warrant Certificate will be a valid and binding obligation obligations 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 Section 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 Corporation under this Warrant Certificate in the name of the Company 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 Company 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) At any time it’s Common Shares are listed on the CSE, the 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, arrangement, 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, mutatis mutandis. (b) Whenever the conditions of subsection 13(aSection 16(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. (a) At any time it’s Common Shares are listed on Other than in connection with the CSEAnnounced Business Combination, 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 as, in the opinion of the Company, acting reasonably, considers 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 Company under this Warrant CertificateWarrant, 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 CertificateWarrant, mutatis mutandis. (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.