Common use of Effect of the Amalgamation Clause in Contracts

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.

Appears in 1 contract

Samples: Business Combination Agreement

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Effect of the Amalgamation. At the Effective Time, subject to the BCBCAAct: (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 BCBCAAct; (e) each shareholder of the Amalgamated Parties is bound by this Agreement; (f) Amalco will be a wholly-owned subsidiary Subsidiary of I3Navasota; (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 AmalcoXxxxxx; 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.

Appears in 1 contract

Samples: Business Combination Agreement

Effect of the Amalgamation. At the Effective Time, subject to the BCBCA: (a) the amalgamation of the Company and Sub (the “Amalgamating Parties Corporations”) and their continuance as one companycorporation, Amalco, under the terms and conditions prescribed in this the Amalgamation Agreement shall be effective and irrevocable;effective, (b) the property, rights and interests property of each of the Amalgamating Parties Corporations shall continue to be the property, rights and interests property 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 or each of the Amalgamating Parties;Corporations, (hd) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Parties Corporations shall be unaffected;, (ie) any legal civil, criminal or administrative action or proceeding being prosecuted or pending by or against any either of the Amalgamating Parties Corporations may be continued to be prosecuted, or its prosecution may be continued, as the case may be, prosecuted by or against Amalco; and, (jf) any conviction against, or ruling, order or judgment in favour favor of or against, any either of the Amalgamating Parties Corporations may be enforced by or against Amalco, (g) the Articles of Amalgamation of Amalco 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, (h) the by-laws of Sub shall be the by-laws of Amalco until repealed or amended in the normal manner provided for in the Act, (i) the board of directors of Amalco shall consist of those individuals listed as such in the Amalgamation Agreement, and (j) the officers of Amalco shall consist of those individuals listed as such in the Amalgamation Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Private Media Group Inc)

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, AmalcoAmalco 2, 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 AmalcoAmalco 2; (c) Amalco 2 shall become capable immediately of exercising the functions of an incorporated company; (d) the shareholders of Amalco 2 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.

Appears in 1 contract

Samples: Amalgamation Agreement

Effect of the Amalgamation. At the Effective Time, subject to the BCBCAAct: (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 BCBCAAct; (e) each shareholder of the Amalgamated Parties is bound by this Agreement; (f) Amalco will be a wholly-owned subsidiary Subsidiary of I3Scythian; (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.

Appears in 1 contract

Samples: Business Combination Agreement

Effect of the Amalgamation. At the Effective Time, subject to the BCBCAAct: (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) all of 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 BCBCAAct; (e) each shareholder of the Amalgamated Parties is bound by this Agreement; (f) Amalco will be a wholly-owned subsidiary of I3CHCI; (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.

Appears in 1 contract

Samples: Business Combination Agreement

Effect of the Amalgamation. At the Effective Time, subject to the BCBCAAct: (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 BCBCAAct; (e) each shareholder of the Amalgamated Parties is bound by this Agreement; (f) Amalco will be a wholly-owned subsidiary Subsidiary of I3DroneCorp; (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.

Appears in 1 contract

Samples: Business Combination Agreement (Draganfly Inc.)

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Effect of the Amalgamation. At the Effective Time, subject to the BCBCAAct: (a) the amalgamation of the Amalgamating Parties and their continuance as one company, AmalcoAmalco 1, 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 AmalcoAmalco 1; (c) Amalco 1 shall become capable immediately of exercising the functions of an incorporated company; (d) the shareholders of Amalco 1 have the powers and the liability provided in the BCBCAAct; (e) each shareholder of the Amalgamated Parties is bound by this Agreement; (f) Amalco 1 will be a wholly-owned subsidiary of I3Parent; (g) Amalco 1 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 AmalcoAmalco 1; 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 AmalcoAmalco 1.

Appears in 1 contract

Samples: Amalgamation Agreement

Effect of the Amalgamation. At the Effective Time, subject to the BCBCAAct: (a) the amalgamation of the Amalgamating Parties and their continuance as one company, AmalcoAmalco 2, 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 AmalcoAmalco 2; (c) Amalco 2 shall become capable immediately of exercising the functions of an incorporated company; (d) the shareholders of Amalco 2 have the powers and the liability provided in the BCBCAAct; (e) each shareholder of the Amalgamated Parties is bound by this Agreement; (f) Amalco 2 will be a wholly-owned subsidiary of I3Parent; (g) Amalco 2 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 AmalcoAmalco 2; 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 AmalcoAmalco 2.

Appears in 1 contract

Samples: Amalgamation Agreement

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 I3Organic Flower; (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.

Appears in 1 contract

Samples: Business Combination Agreement

Effect of the Amalgamation. At the Effective Time, subject to the BCBCAAct: (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 BCBCAAct; (e) each shareholder of the Amalgamated Parties is bound by this Agreement; (f) Amalco will be a wholly-owned subsidiary of I3Jerico; (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 AmalcoXxxxxx; 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.

Appears in 1 contract

Samples: Amalgamation Agreement

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