Effect of the Amalgamation. At the Effective Time, subject to the BCBCA:
(a) the amalgamation of the Amalgamating Parties and their continuance as one company, Amalco, under the terms and conditions prescribed in this Agreement shall be effective and irrevocable;
(b) the property, rights and interests of each of the Amalgamating Parties shall continue to be the property, rights and interests of Amalco;
(c) Amalco shall become capable immediately of exercising the functions of an incorporated company;
(d) the shareholders of Amalco have the powers and the liability provided in the BCBCA;
(e) each shareholder of the Amalgamated Parties is bound by this Agreement;
(f) Amalco will be a wholly-owned subsidiary of I3;
(g) Amalco shall continue to be liable for the liabilities and obligations of each of the Amalgamating Parties;
(h) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Parties shall be unaffected;
(i) any legal proceeding being prosecuted or pending by or against any of the Amalgamating Parties may be continued to be prosecuted, or its prosecution may be continued, as the case may be, by or against Amalco; and
(j) 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.
Effect of the Amalgamation. On the Effective Date of the Amalgamation, the following shall occur and shall be deemed to occur in the following order without any further act or formality:
(a) CMI and Genterra shall amalgamate to form Amalco and shall continue as one company under the OBCA in the manner set out in Section 2.7 hereof and with the effect set out in Section 179 of the OBCA, unless the Amalgamation does not proceed;
(b) immediately upon the amalgamation of CMI and Genterra to form Amalco as set forth in Subsection 2.6(a):
(i) each CMI Share issued and outstanding on the Effective Date (other than CMI Shares held by Dissenting Shareholders, to whom Subsection 3.1(b) applies, and the 24 CMI Shares owned by Genterra, which shall be cancelled pursuant to Clause 2.6(b)(v))) shall be converted into one (1) Amalco Common Share and provided that fractional Amalco Common Shares shall not be issued to Holders of CMI Shares;
(ii) each three and six-tenths Genterra Common Shares issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies, and the 292,117 Genterra Common Shares owned by CMI, which shall be cancelled pursuant to Clause 2.6(b)(v)) shall be converted into one Amalco Common Share and provided that fractional Amalco Common Shares shall not be issued to holders of Genterra Common Shares;
(iii) each one Genterra Class A Preference Share issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies) shall be converted into one Amalco Class A Preference Share and provided that fractional Amalco Class A Preference Shares shall not be issued to holders of Genterra Class A Preference Shares;
(iv) each one Genterra Class B Preference Share issued and outstanding on the Effective Date (other than Genterra Shares held by Dissenting Shareholders, to whom Subsection 3.2(b) applies) shall be converted into one Amalco Class B Preference Share and provided that fractional Amalco Class B Preference Shares shall not be issued to holders of Genterra Class B Preference Shares; and
(v) each of the 292,117 Genterra Common Share owned by CMI and each of the 24 CMI Shares owned by Genterra shall be cancelled; and
(c) with respect to the CMI Shares and the Genterra Shares exchanged in accordance with Subsection 2.6(b):
(i) the Holders thereof shall cease to be the holder of such CMI Shares and Genterra Shares, and the name of such holder shal...
Effect of the Amalgamation. Under the Amalgamation at the Effective Time:
(a) the Amalgamating Corporations shall cease to exist as entities separate from Amalco;
(b) 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;
(c) a conviction against, or ruling, order or judgment in favour or against an Amalgamating Corporation may be enforced by or against Amalco;
(d) 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; and
(e) except for the purposes specified in the OBCA, Amalco’s articles of amalgamation shall be deemed to be its articles of incorporation and the Certificate of Amalgamation shall be deemed to be Amalco’s certificate of incorporation.
Effect of the Amalgamation. At the Effective Time, the effect of the Amalgamation shall be as provided in the applicable provisions of the Companies Act.
Effect of the Amalgamation. ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; CANCELLATION OF Partners COMMON STOCK
Effect of the Amalgamation. On the Effective Date:
(a) the Amalgamation of the Amalgamating Corporations and their continuance as the Amalgamated Corporation shall become effective;
(b) the property of each of the Amalgamating Corporations 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 Amalgamating Corporations;
(d) an existing cause of action, claim or liability to prosecution shall be unaffected;
(e) a civil, criminal or administrative action or proceeding pending by or against any of the Amalgamating Corporations 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 any of the Amalgamating Corporations 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 of the Amalgamated Corporation.
Effect of the Amalgamation. At the Closing Time, the effect of the Amalgamation shall be as provided under Section 179 of the Act. Without limiting the generality of the foregoing, and subject thereto, at the Closing Time, the separate corporate existence of each of BackWeb Canada and Lanacom shall cease, all the property, rights, privileges, powers and franchises of BackWeb Canada and Lanacom shall vest in the Surviving Corporation, and all debts, liabilities, obligations and duties of BackWeb Canada and Lanacom shall become the debts, liabilities, obligations and duties of the Surviving Corporation. The name of the Surviving Corporation shall be "BackWeb Canada Inc."
Effect of the Amalgamation. At the Effective Time, the effect of the Amalgamation shall be as provided in Section 109 of the Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of the Company and Amalgamation Sub shall become the property, rights, privileges, powers and franchises of the Amalgamated Company, and all debts, obligations, liabilities and duties of the Company and Amalgamation Sub shall become the debts, obligations, liabilities and duties of the Amalgamated Company.
Effect of the Amalgamation. 14.1 Subject to Section 14.2 hereof, on the Effective Date:
(a) each Challenger Shareholder, other than Dissenting Shareholders, shall receive one (1) Amalco Common Share for each one (1) Challenger Share held by such Challenger Shareholder;
(b) each Global Shareholder, other than Dissenting Shareholders, shall receive one (1) Amalco Common Share for each one (1) Global Share held by such Global Shareholder;
(c) each outstanding convertible security of Global and Challenger will be exchanged for a comparable convertible security of Amalco, having regard for the exchange ratios set forth above;
(d) fractional Amalco Shares will not be issued to holders of Global Shares or Challenger Shares. Where the exchange ratio would have less result in the holder of Global Shares or Challenger Shares being entitled to receive a fractional Amalco Share, such holder will be entitled to receive the next greater whole number of Amalco Shares. In calculating such fractional interest, all shares held by a beneficial holder shall be aggregated; and
(e) notwithstanding the provisions of this Article 14, all Challenger Shares and Global Shares held by or on behalf of Challenger or Global immediately prior to the Closing Time on the Effective Date and pursuant to the Amalgamation shall be cancelled without reimbursement to Challenger or Global for the capital represented by such Challenger Shares or Global Shares.
14.2 On the Effective Date:
(a) the registers of transfer for the Challenger Shares and Global Shares shall be closed;
(b) subject to Section 14.1, the registered holders of Challenger Shares and Global Shares shall cease to be holders of Challenger Shares or Global Shares, respectively.
Effect of the Amalgamation. The Amalgamation shall have the effects set forth in Section 109 of the Companies Act.
