Effects of the Amalgamation. As of the Effective Time, subject to the terms and conditions of this Agreement and the Amalgamation Agreement, Genesis shall be amalgamated with Amalgamation Sub and the amalgamated company (the “Amalgamated Company”) shall continue after the Amalgamation. The parties acknowledge and agree that for purposes of Bermuda Law (a) the Amalgamation shall be effected so as to constitute an “amalgamation” and (b) the Amalgamated Company shall be deemed to be an “amalgamated company” in accordance with Section 104 of the Companies Act. Under Section 109 of the Companies Act, from and after the Effective Time: (i) the Amalgamation of Genesis and Amalgamation Sub and their continuance as one company shall become effective; (ii) the property of each of Genesis 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 Genesis 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 Genesis 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, Genesis or Amalgamation Sub may be enforced by or against the Amalgamated Company.
Effects of the Amalgamation. The Amalgamation shall have the effects set forth in Section 109 of the Companies Act.
Effects of the Amalgamation. At the Effective Time, the effect of the Amalgamation shall be as provided in the applicable provisions of the CA and as set forth in this Agreement. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein:
(a) the amalgamation of the Amalgamating Companies and their continuance as one company shall become effective;
(b) all of the property, rights, privileges, powers and franchises of Sub and IEL shall vest in the Amalgamated Company;
(c) all debts, liabilities and duties of Sub and IEL shall become the debts, liabilities and duties of the Amalgamated Company;
(d) any existing cause of action, claim or liability to prosecution shall be unaffected;
(e) any civil, criminal or administrative action or proceeding by or against an Amalgamating Company may be continued to be prosecuted by or against the Amalgamated Company; and
(f) any conviction against, or ruling, order or judgment in favor of or against, an Amalgamating Company may be enforced by or against the Amalgamated Company.
Effects of the 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.
Effects of the Amalgamation. (i) . At and after the Amalgamation Effective Time, in accordance with Section 215G of the Singapore Companies Act, (a) all the property, rights and privileges of Amalgamation Sub and the Company shall be transferred to and vest in the Surviving Company; (b) all the liabilities and obligations of Amalgamation Sub and the Company shall be transferred to and become the liabilities and obligations of the Surviving Company; (c) all proceedings pending by or against either of Amalgamation Sub or the Company may be continued by or against the Surviving Company; (d) any conviction, ruling, order or judgment in favor or against either of Amalgamation Sub or the Company may be enforced by or against the Surviving Company; and (e) the shares and rights of the members in each Amalgamating Entity shall be cancelled, exchanged or converted into the shares and rights provided for in the Amalgamation Proposal, and in accordance Section 4.1(b).
Effects of the Amalgamation. At the Effective Time, the following shall occur and shall be deemed to occur without any further act or formality:
(a) Subco and Bradstone shall amalgamate to form Amalco and shall continue as one company under the OBCA in the manner set out in Section 2.8 hereof and with the effect as of the Effective Time;
(b) immediately upon the Amalgamation:
(i) Other than those held by Dissenting Shareholders, each one (1) Bradstone Share shall be exchanged for fully-paid and non-assessable New HPB Shares at the Exchange Ratio, such that Subordinate Voting Shares are exchanged for subordinate voting shares of HPB and Multiple Voting Shares are exchanged for multiple voting shares of HPB;
(ii) Each Subco Share shall be exchanged for one (1) fully-paid and non-assessable Amalco Share;
(iii) all of the property and assets of each of Bradstone and Subco shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of Bradstone and Subco; and
(iv) Amalco shall be a wholly-owned subsidiary of HPB.
Effects of the Amalgamation. As of the Effective Time, subject to the terms and conditions of this Agreement and the Amalgamation Agreement, Max shall be amalgamated with Amalgamation Sub and the amalgamated company (the “Amalgamated Company”) shall continue after the Amalgamation. The parties acknowledge and agree that for purposes of Bermuda Law (a) the Amalgamation shall be effected so as to constitute an “amalgamation” in accordance with S.104 of the Companies Act, and (b) the Amalgamated Company shall be deemed to be an “amalgamated company” as such term is defined under the Companies Act. Under the Companies Act, from and after the Effective Time: (i) the Amalgamation of Max and Amalgamation Sub and their continuance as one company shall become effective; (ii) the property of each of Max and Amalgamation Sub shall become the property of Amalgamated Company; (iii) Amalgamated Company shall continue to be liable for the obligations and liabilities of each of Max 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 Max or Amalgamation Sub may be continued to be prosecuted by or against Amalgamated Company; and (vi) a conviction against, or ruling, order or judgment in favor of or against, Max or Amalgamation Sub may be enforced by or against Amalgamated Company.
Effects of the Amalgamation. At and after the Amalgamation Effective Time, in accordance with Section 215G of the Singapore Companies Act: (i) all the assets, property, rights and privileges of the Amalgamating Entity shall be transferred to and vest in the Amalgamated Company; (ii) all the liabilities and obligations of the Amalgamating Entity shall be transferred to and become the liabilities and obligations of the Amalgamated Company; (iii) all proceedings pending by or against the Amalgamating Entity may be continued by or against the Amalgamated Company; (iv) any conviction, ruling, order or judgment in favor or against the Amalgamating Entity may be enforced by or against the Amalgamated Company; (v) the Equity Securities and rights of the members in AARK shall remain issued and outstanding and represent the Equity Securities and rights of the members in the Amalgamated Company; and (vi) the Equity Securities and rights of the members in the Amalgamating Entity shall be cancelled, exchanged or converted into the shares and rights provided for in the Amalgamation Proposal, and in accordance Section 3.1(a).
Effects of the Amalgamation. At the Effective Time, the following shall occur and shall be deemed to occur without any further act or formality:
(a) Valencia Subco and EarthRenew and shall amalgamate to form Amalco and shall continue as one company under the OBCA in the manner set out in Section 2.5 hereof and with the effect as of the Effective Time;
(b) immediately upon the Amalgamation:
(i) each EarthRenew Share shall be exchanged for one fully-paid and non-assessable Valencia Share;
(ii) all of the property and assets of each of Valencia Subco, and EarthRenew shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of Valencia Subco and EarthRenew; and
(iii) Amalco shall be a wholly-owned subsidiary of Valencia.
Effects of the Amalgamation. At the Effective Time, the Amalgamation shall have the effects specified in the IBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Corporation shall succeed to and assume all the rights, property of every description, including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges, mortgages, charges or security interests and all contracts, obligations, claims, debts and liabilities of the Company and Amalgamation Sub in accordance with the IBCA.
