Effect of Certificate of Amalgamation. On the Effective Date, the Amalgamation of AcquisitionCo and RDT and their continuance as one corporation shall become effective; the property of each of AcquisitionCo and RDT shall continue to be the property of Amalco; Amalco shall continue to be liable for the obligations of each of RDT and AcquisitionCo; any existing cause of action, claim or liability to prosecution shall be unaffected; any civil, criminal or administrative action or proceeding pending by or against either AcquisitionCo and RDT may be continued to be prosecuted by or against Amalco; a conviction against, or filing, order or judgment in favour of or against, either AcquisitionCo and RDT may be enforced by or against Amalco; and 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 for Amalco.
Effect of Certificate of Amalgamation. On the Effective Date, subject to the OBCA:
(a) the Amalgamation and the continuance of SubCo and Globally Local as one corporation under the terms and conditions prescribed in this Agreement shall be effective;
(b) the property of each of SubCo and Globally Local shall continue to be the property of Amalco;
(c) Amalco shall continue to be liable for the obligations of each of SubCo and Globally Local;
(d) any existing cause of action, claim or liability to prosecution with respect to either or both or all of SubCo and Globally Local shall be unaffected;
(e) any civil, criminal or administrative action or proceeding pending by or against any of SubCo and Globally Local may be continued to be prosecuted by or against Amalco;
(f) any conviction against, or ruling, order or judgment in favour of or against, any of SubCo and Globally Local may be enforced by or against Amalco; and
(g) the Notice of Articles contained in the Articles of Amalgamation shall be deemed to be the Notice of Articles of Amalco and the Certificate of Amalgamation shall be deemed to be the Certificate of Incorporation of Amalco.
Effect of Certificate of Amalgamation. Upon the issuance of the Certificate of Amalgamation:
(a) the Amalgamation of Kick and GTI Subco as one corporation shall become effective;
(b) the property of each of Kick and GTI Subco shall continue to be the property of Amalco;
(c) Amalco shall continue to be liable for the obligations of Kick and GTI Subco;
(d) any existing cause of action, claim, or liability to prosecution against either Kick or GTI Subco shall be unaffected and inherited by operation of law by Amalco;
(e) any civil, criminal or administrative action or proceeding pending by or against Kick or GTI Subco may be continued to be prosecuted by or against Amalco;
(f) any conviction against, or ruling, order or judgment in favour of or against, Kick or GTI Subco may be enforced by or against Amalco;
(g) the Articles of Amalgamation shall be the articles of incorporation of Amalco and the Certificate of Amalgamation is deemed to be the certificate of incorporation of Amalco;
(h) Amalco shall be a wholly-owned subsidiary of the Resulting Issuer;
(i) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount equal to the aggregate of (i) the paid-up capital (for the purposes of the Income Tax Act (Canada)), determined immediately prior to the Amalgamation, of the GTI Subco Shares; and (ii) the paid-up capital (for the purposes of the Income Tax Act (Canada)), determined immediately prior to the Amalgamation, of the Kick Common Shares that are exchanged, or deemed to be exchanged, for Resulting Issuer Common Shares on the Amalgamation; and
(j) the Resulting Issuer shall add to the stated capital maintained in respect of the Resulting Issuer Common Shares an amount equal to the paid-up capital (for the purposes of the Income Tax Act (Canada)), determined immediately prior to the Amalgamation, of the Kick Common Shares that are exchanged, or deemed to be exchanged, for Resulting Issuer Common Shares on the Amalgamation.
Effect of Certificate of Amalgamation. On the Closing Date:
(a) the Amalgamation of the Acquiror and the Target and their continuance as one corporation shall become effective;
(b) the property of each of the Acquiror and the Target shall continue to be the property of the Amalgamated Corporation;
(c) the Amalgamated Corporation shall continue to be liable for the obligations of each of the Acquiror and the Target;
(d) any existing cause of action, claim or liability to prosecution shall be unaffected;
(e) any civil, criminal or administrative action or proceeding pending by or against either the Acquiror or the Target may be continued to be prosecuted by or against the Amalgamated Corporation;
(f) a conviction against, or ruling, order or judgment in favour of or against, either the Acquiror or the Target may be enforced by or against the Amalgamated Corporation; and
(g) the Articles of Amalgamation shall be deemed to be the Articles of Incorporation of the Amalgamated Corporation and the Certificate of Amalgamation shall be deemed to be the Certificate of Incorporation for the Amalgamated Corporation.
Effect of Certificate of Amalgamation. On the Effective Date:
(a) the Amalgamation of Redfall and Southtech and their continuance as one corporation shall become effective;
(b) the property of each of Redfall and Southtech shall continue to be the property of Amalco;
(c) Amalco shall continue to be liable for the obligations of each of Redfall and Southtech;
(d) any existing cause of action, claim or liability to prosecution of either Redfall or Southtech shall be unaffected;
(e) any civil, criminal or administrative action or proceeding pending by or against either Redfall or Southtech may be continued to be prosecuted by or against Amalco;
(f) a conviction against, or ruling, order or judgment in favour of or against, either Redfall or Southtech may be enforced by or against Amalco;
(g) 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 for Amalco; and
(h) no fractional Amalco Shares shall be issued to holders of Southtech Shares; in lieu of any fractional entitlement, the number of Amalco Shares issued to each former holder of Southtech Shares shall be rounded up to the next higher whole number of Amalco Shares if the fractional entitlement is equal to or greater than 0.5 and shall, without any additional compensation, be rounded down to the next lesser whole number of Amalco Shares if the fractional entitlement is less than 0.5 (subject to only one (1) rounding per holder of Southtech Shares).
Effect of Certificate of Amalgamation. Upon the issuance of the Certificate of Amalgamation:
(a) the Amalgamation of Concordia and Mercari Subco and their continuation as one corporation becomes irrevocable;
(b) Amalco shall possess all the property, rights, privileges and franchises and interests of each of Concordia and Mercari Subco;
(c) Amalco shall be subject to all liabilities, including civil, criminal and quasi- criminal and all contracts, disabilities and debts of each of Concordia and Mercari Subco;
(d) a conviction against, or ruling, order or judgment in favour of or against, either Concordia or Mercari Subco may be enforced by or against Amalco;
(e) Amalco shall be a wholly-owned subsidiary of Mercari;
(f) the aggregate stated capital of the common shares of Amalco shall become an amount equal to the aggregate paid-up capital for purposes of the Income Tax Act (Canada) of the common shares of Mercari Subco immediately prior to the Amalgamation; and
(g) the aggregate stated capital of the Mercari Common Shares shall become an amount equal to the aggregate paid-up capital for purposes of the Income Tax Act (Canada) immediately prior to the Amalgamation of (i) the Mercari Common Shares and (ii) the Concordia Common Shares that are exchanged, or deemed to be exchanged, for Mercari Common Shares on the Amalgamation.
Effect of Certificate of Amalgamation.
(a) Upon the issuance of the certificate of amalgamation for Amalco 1: (i) the amalgamation of Newco and Subco 1 and their continuation as one corporation becomes effective; (ii) the property of each of Newco and Subco 1 shall continue to be the property of Amalco 1; (iii) Amalco 1 shall continue to be liable for the obligations of Newco and Subco 1; (iv) any existing cause of action, claim, or liability to prosecution against Newco or Subco 1 shall be unaffected; (v) a civil, criminal or administrative action or proceeding pending by or against Newco or Subco 1 may be continued to be prosecuted by or against Amalco 1; (vi) a conviction against, or ruling, order or judgment in favour of or against, Newco or Subco 1 may be enforced by or against Amalco 1; (vii) the articles of amalgamation are deemed to be the articles of incorporation of Amalco 1 and the certificate of amalgamation is deemed to be the certificate of incorporation of Amalco 1; and (viii) Amalco 1 shall be a wholly-owned subsidiary of the Purchaser.
(b) Upon the issuance of the certificate of amalgamation for Amalco 2: (i) the amalgamation of Xxxxx and Subco 2 and their continuation as one corporation becomes effective; (ii) the property of each of Xxxxx and Subco 2 shall continue to be the property of Amalco 2; (iii) Amalco 2 shall continue to be liable for the obligations of Xxxxx and Subco 2; (iv) any existing cause of action, claim, or liability to prosecution against Xxxxx or Subco 2 shall be unaffected; (v) a civil, criminal or administrative action or proceeding pending by or against Xxxxx or Subco 2 may be continued to be prosecuted by or against Amalco 2; (vi) a conviction against, or ruling, order or judgment in favour of or against, Xxxxx or Subco 2 may be enforced by or against Amalco 2; (vii) the articles of amalgamation are deemed to be the articles of incorporation of Amalco 2 and the certificate of amalgamation is deemed to be the certificate of incorporation of Amalco 2; and (viii) Amalco 2 shall be a wholly- owned subsidiary of the Purchaser.
Effect of Certificate of Amalgamation. On the Effective Date, the Amalgamation of Bio Syntech and Newco and their continuance as one corporation shall become effective; the property of each of Bio Syntech and Newco shall continue to be the property of the Amalgamated Corporation; the Amalgamated Corporation shall continue to be liable for the obligations of each of Bio Syntech and Newco; any existing cause of action, claim or liability to prosecution of either of Bio Syntech or Newco shall be unaffected; any civil, criminal or administrative action or proceeding pending by or against either Bio Syntech or Newco may be continued to be prosecuted by or against the Amalgamated Corporation; any conviction against, or ruling, order or judgment in favour of or against, either Bio Syntech or Newco may be enforced by or against the Amalgamated Corporation; and the Articles of Amalgamation shall be deemed to be the Articles of Incorporation for the Amalgamated Corporation and the certificate of amalgamation to be issued evidencing the Amalgamation shall be deemed to be in the certificate of incorporation of the Amalgamated Corporation.
Effect of Certificate of Amalgamation. On the Effective Date, the Amalgamation of San Xxxxxxx Xxxxx and R2 and their continuance as one corporation shall become effective; the property of each of San Xxxxxxx Xxxxx and R2 shall continue to be the property of Amalco; Amalco shall continue to be liable for the obligations of each of R2 and San Xxxxxxx Xxxxx; any existing cause of action, claim or liability to prosecution shall be unaffected; any civil, criminal or administrative action or proceeding pending by or against either San Xxxxxxx Xxxxx or R2 may be continued to be prosecuted by or against Amalco; a conviction against, or filing, order or judgment in favour of or against, either San Xxxxxxx Xxxxx or R2 may be enforced by or against Amalco; and 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 for Amalco.
Effect of Certificate of Amalgamation. On the Effective Date:
(a) MariCann and Danbel Subco shall amalgamate and continue as Amalco under the terms and conditions prescribed in this Agreement;
(b) MariCann and Danbel Subco shall cease to exist as entities separate from Amalco;
(c) Amalco shall possess all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of MariCann and Danbel Subco;
(d) a conviction against, or ruling, order or judgment in favour or against either MariCann and Danbel Subco may be enforced by or against Amalco;
(e) the Articles of Amalgamation are deemed to be the articles of incorporation of Amalco and, except for the purposes of subsection 117(1) of the OBCA, the Certificate of Amalgamation is deemed to be the certificate 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;
(g) the initial directors of Amalco shall be: Xxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxx Xxxxxx and a fifth person who will be appointed as a director on or before the completion of the Amalgamation; and
(h) the initial management of Amalco shall be: Name Office Xxxx Xxxxxxxxx Chairman Xxx Xxxx CEO and President Xxxxxx Xxxxxx Chief Financial Officer Xxxxx Xxxxx Chief Operating Officer Xxxxxxx Xxxxx Secretary
