Effect of Amalgamation. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time:
Effect of Amalgamation. Upon the issuance of a Certificate of Amalgamation as contemplated herein:
(a) the amalgamation of the Amalgamating Corporations as contemplated herein and their continuance as one corporation shall be effective;
(b) the property of each Amalgamating Corporation shall continue to be the property of Amalco;
(c) Amalco shall continue to be liable for the obligations of each Amalgamating Corporation;
(d) an existing cause of action, claim or liability to prosecution relating to an Amalgamating Corporation shall be unaffected;
(e) a civil, criminal or administrative action or proceeding pending by or against an Amalgamating Corporation may be continued to be prosecuted by or against Amalco;
(f) a conviction against, or ruling, order or judgment in favour of or against an Amalgamating Corporation may be enforced by or against Amalco; and
(g) the Articles 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.
Effect of Amalgamation. At the Effective Time, subject to the Act:
(a) the amalgamation of the Amalgamating Parties and their continuance as one corporation, Amalco, under the terms and conditions prescribed in this Agreement shall be effective;
(b) the property of each of the Amalgamating Parties shall continue to be the property of Amalco;
(c) Amalco will be a wholly-owned subsidiary of Black Sparrow;
(d) Amalco shall continue to be liable for the obligations of each of the Amalgamating Parties;
(e) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Parties shall be unaffected;
(f) any civil, criminal or administrative action or proceeding pending by or against any of the Amalgamating Parties may be continued to be prosecuted by or against Amalco;
(g) any conviction against, or ruling, order or judgment in favour of or against, any of the Amalgamating Parties may be enforced by or against Amalco; and
(h) the Articles of Amalgamation 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.
Effect of Amalgamation. On the Effective Date, the following shall occur and shall be deemed to occur in the following order without any further act or formality:
(a) the debt of the Exro debt holders converts to Exro Shares under the Exro Debt Settlement Agreements;
(b) Exro will cause a consolidation of the Exro Shares such that on a post-consolidation basis the Exro Shares can be exchanged for BioDE Shares on a one for one basis and the former holders of Exro Shares will, upon the exchange of the Exro Shares, hold approximately 86% of the issued and outstanding BioDE Shares prior to taking into account any financing, including the Concurrent Financing, conducted by BioDE subsequent to the date of this Agreement. If on the Effective Date the BioDE Assets have any residual value (positive or negative) the number of BioDE Shares to be issued to former holders of Exro Shares on the Effective Date will be adjusted on a pro rata basis to reflect the residual value such that should the residual value be positive the number of BioDE Shares to be issued will be reduced and should the residual value be negative the number of BioDE Shares to be issued will be increased;
(c) Exro and Newco shall amalgamate and Newco shall be the surviving corporation to the Amalgamation;
(d) immediately upon the merger of Exro and Newco as set forth in Subsection 2.5(c):
(i) every one (1) Exro Share issued and outstanding (other than Exro Shares held by Exro Dissenting Shareholders, to whom Subsection 3.1(a) applies) shall be exchanged for one (1) BioDE Share;
(ii) each Newco Share issued and outstanding shall remain issued and outstanding;
(e) with respect to each Exro Share and Newco Share dealt with in accordance with Subsections 2.5(d)(i) and (d)(ii):
(i) the Holders of the Exro Shares shall cease to be the Holders of such Exro Shares;
(ii) BioDE shall continue to hold the Newco Shares; and
(iii) the certificates (if any) evidencing such Exro Shares shall be deemed to have been cancelled;
(f) the Concurrent Financing shall close; and
(g) the board members of BioDE shall resign and be replaced by the board of Newco as it is comprised following the Amalgamation, provided that none of the foregoing shall occur or shall be deemed to occur unless all of the foregoing occurs.
Effect of Amalgamation. Subject to the terms and conditions of this Agreement and the Amalgamation Agreement, on the Effective Date, in accordance with section 174 of the Act:
(a) the Amalgamation shall be effective;
(b) Amalco shall be authorized to issue an unlimited number of shares designated as common shares;
(c) there shall be no restrictions on the business that Amalco may carry on;
(d) Amalco shall possess all the property, rights, privileges and franchises and shall be subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Amalgamating Parties;
(e) a conviction against, or ruling, order or judgment in favour or against an Amalgamating Party may be enforced by or against Amalco;
(f) 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 an Amalgamating Party before the Amalgamation has become effective;
(g) the by-laws of Subco shall be the by-laws of Amalco; and
(h) the Articles of Amalgamation will be deemed to be the articles of incorporation of Amalco.
Effect of Amalgamation. (a) The Amalgamating Corporations shall be amalgamated and continue as one corporation under the terms and conditions prescribed in this Agreement.
(b) The Amalgamating Corporations shall cease to exist as entities separate from Amalco.
(c) Amalco shall possess all the property, rights, privileges and franchises and shall be subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Amalgamating Corporations.
(d) A conviction against, or ruling, order or judgment in favour or against an Amalgamating Corporation may be enforced by or against Amalco.
(e) The articles of amalgamation shall be deemed to be the articles of incorporation of Amalco.
(f) 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 an Amalgamating Corporation before the Amalgamation has become effective.
Effect of Amalgamation. Xxxxx and the Purchaser shall amalgamate and continue as one corporation, in accordance with the following:
(A) the property of each amalgamating corporation shall continue to be the property of Amalco;
(B) Amalco shall continue to be liable for the obligations of each amalgamating corporation;
(C) any existing cause of action, claim or liability to prosecution of an amalgamating corporation shall be unaffected;
(D) any civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may be continued to be prosecuted by or against Amalco; and
(E) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against Amalco; and
(F) the Notice of Articles and Articles of the Purchaser shall be deemed to be the Notice of Articles and Articles of Amalco.
Effect of Amalgamation. 2.4.1 The Amalgamating Corporations shall be amalgamated and continue as one corporation under the terms and conditions prescribed in this Agreement.
2.4.2 The Amalgamating Corporations shall cease to exist as entities separate from Amalco.
2.4.3 Amalco shall possess all the property, rights, privileges and franchises and shall be subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Amalgamating Corporations.
2.4.4 A conviction against, or ruling, order or judgment in favour or against an Amalgamating Corporation may be enforced by or against Amalco.
2.4.5 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 an Amalgamating Corporation before the Amalgamation has become effective.
Effect of Amalgamation. At the Effective Time, the effect of the Amalgamation shall be as provided for in Section 109 of the Companies Act. Under Section 109 of the Companies Act, from and after the Effective Time: (i) the Amalgamation of the Company and Amalgamation Sub and their continuance as one company shall become effective; (ii) the property of each of the Company and Amalgamation Sub shall become the property of the Amalgamated Company; (iii) the Amalgamated Company shall continue to be liable for the obligations and liabilities of each of the Company and Amalgamation Sub; (iv) any existing cause of action, claim or liability to prosecution shall be unaffected; (v) a civil, criminal or administrative action or proceeding pending by or against the Company or Amalgamation Sub may be continued to be prosecuted by or against the Amalgamated Company; and (vi) a conviction against, or ruling, order or judgment in favor of or against, the Company or Amalgamation Sub may be enforced by or against the Amalgamated Company.
Effect of Amalgamation. At the Effective Time on the Effective Date the Amalgamating Corporations are amalgamated and continue as one corporation under the terms and conditions prescribed in this Agreement, and the provisions of Section 282(1) of the BCBCA shall apply. The articles of Amalco shall be as set out in Appendix I hereto.
