Common use of Effect of Certificate of Amalgamation Clause in Contracts

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. ‌ Upon the issuance of the Certificate of Amalgamation: (a) the Amalgamation of Kick FTP and GTI Xxxxxx Subco and their continuation as one corporation shall become becomes effective; (b) the property of each of Kick FTP and GTI Xxxxxx Subco shall continue to be the property of Amalco; (c) Amalco shall continue to be liable for the obligations of Kick FTP and GTI Xxxxxx Subco; (d) any existing cause of action, claim, or liability to prosecution against either Kick FTP or GTI Xxxxxx Subco shall be unaffected and inherited by operation of law by Amalcounaffected; (e) any a civil, criminal or administrative action or proceeding pending by or against Kick FTP or GTI Xxxxxx Subco may be continued to be prosecuted by or against Amalco; (f) any a conviction against, or ruling, order or judgment in favour of or against, Kick FTP or GTI Xxxxxx Subco may be enforced by or against Amalco; (g) the Articles articles of Amalgamation shall amalgamation are deemed to 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 IssuerXxxxxx; (i) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount will be equal to the aggregate of of (i) the “paid-up capital capital” (for as defined in the purposes Tax Act) of the Income Tax Act (Canada)), determined Xxxxxx Subco Shares immediately prior to the Amalgamation, of the GTI Subco Shares; Closing and (ii) the “paid-up capital capital” (for as defined in the purposes Tax Act) of the Income Tax Act (Canada)), determined FTP Common Shares 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 AmalgamationClosing; and (j) the Resulting Issuer shall add to the stated capital account maintained in respect of the Resulting Issuer Common Shares an amount equal to the “paid-up capital capital” (for as defined in the purposes Tax Act) of the Income Tax Act (Canada)), FTP Common Shares as 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 AmalgamationClosing.

Effect of Certificate of Amalgamation. Upon the issuance of the Certificate of Amalgamation: (a) the Amalgamation of Kick FTP and GTI Nxxxxx Subco and their continuation as one corporation shall become becomes effective; (b) the property of each of Kick FTP and GTI Nxxxxx Subco shall continue to be the property of Amalco; (c) Amalco shall continue to be liable for the obligations of Kick FTP and GTI Nxxxxx Subco; (d) any existing cause of action, claim, or liability to prosecution against either Kick FTP or GTI Nxxxxx Subco shall be unaffected and inherited by operation of law by Amalcounaffected; (e) any a civil, criminal or administrative action or proceeding pending by or against Kick FTP or GTI Nxxxxx Subco may be continued to be prosecuted by or against Amalco; (f) any a conviction against, or ruling, order or judgment in favour of or against, Kick FTP or GTI Nxxxxx Subco may be enforced by or against Amalco; (g) the Articles articles of Amalgamation shall amalgamation are deemed to 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 IssuerNxxxxx; (i) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount will be equal to the aggregate of (i) the “paid-up capital capital” (for as defined in the purposes Tax Act) of the Income Tax Act (Canada)), determined Nxxxxx Subco Shares immediately prior to the Amalgamation, of the GTI Subco Shares; Closing and (ii) the “paid-up capital capital” (for as defined in the purposes Tax Act) of the Income Tax Act (Canada)), determined FTP Common Shares 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 AmalgamationClosing; and (j) the Resulting Issuer shall add to the stated capital account maintained in respect of the Resulting Issuer Common Shares an amount equal to the “paid-up capital capital” (for as defined in the purposes Tax Act) of the Income Tax Act (Canada)), FTP Common Shares as 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 AmalgamationClosing.