General Effects of the Amalgamation. On the Effective Date: (i) subject to Subsections 2.4(k)(iii) and 2.4(n), each RDT Shareholder shall receive one (1) (the “Exchange Ratio”) fully paid and non-assessable ACME Share for each one (1) RDT Share held, following which all such RDT Shares shall be cancelled (such shares issued are subject to the escrow restrictions set forth in section 11.3(h) herein); (ii) ACME shall receive one (1) fully paid and non-assessable Amalco Share for each one (1) AcquisitionCo Share held by ACME, following which the AcquisitionCo Shares shall be cancelled; (iii) ACME shall add an amount to the paid-up capital maintained in respect of the ACME Shares equal to the aggregate paid-up capital for income tax purposes of the RDT Shares immediately prior to the Amalgamation (less the paid-up capital of any RDT Shares held by Dissenting RDT Shareholders who do not exchange their RDT Shares for ACME Shares on the Amalgamation); (iv) Amalco shall add an amount to the paid-up capital maintained in respect of the Amalco Shares such that the paid-up capital of the Amalco Shares shall be equal to the aggregate paid-up capital for income tax purposes of the AcquisitionCo Shares and the RDT Shares immediately prior to the Amalgamation; and (v) each RDT Dissenting Shareholder shall cease to have any rights as a RDT Shareholder other than the right to be paid fair value in respect of the RDT Shares held by such RDT Dissenting Shareholder in accordance with the provisions of the BCBCA.
Appears in 2 contracts
Samples: Amalgamation Agreement, Amalgamation Agreement
General Effects of the Amalgamation. On the Effective Date:
(ia) subject to Subsections 2.4(k)(iii) and 2.4(nSubsection 3.6(c), Section 3.8 and Section 3.10, each RDT MTI Shareholder (other than MTI Shares held by Dissenting Shareholders) shall receive one (1) (the “Exchange Ratio”) that number of fully paid and non-non- assessable ACME Share for each one (1) RDT Share heldA2 Shares equal to the product determined by multiplying the number of MTI Shares held by such MTI Shareholder by the Exchange Ratio, following which all such RDT MTI Shares shall be cancelled (such shares issued are subject to the escrow restrictions set forth in section 11.3(h) herein)cancelled;
(iib) ACME A2 shall receive one (1) fully paid and non-assessable Amalco Share common share for each one (1) AcquisitionCo Share SubCo common share held by ACMEA2, following which the AcquisitionCo Shares all such SubCo common shares shall be cancelled;
(iiic) ACME no fractional A2 Shares shall be issued to holders of MTI Shares; in lieu of any fractional entitlement, the number of A2 Shares issued to each former MTI Shareholder shall be rounded down to the next lesser whole number of A2 Shares and, in calculating such fractional interests, all A2 Shares registered in the name of or beneficially held by such MTI Shareholder or their nominee shall be aggregated;
(d) A2 shall add an amount to the paid-up capital maintained in respect of the ACME A2 Shares equal to the aggregate paid-up capital for income tax purposes of the RDT MTI Shares immediately prior to the Amalgamation Effective Time (less the paid-up capital of any RDT MTI Shares held by Dissenting RDT Shareholders who do not exchange their RDT MTI Shares for ACME A2 Shares on pursuant to the Amalgamation);; and
(ive) Amalco shall add an amount to the paid-up capital maintained in respect of the Amalco Shares common shares such that the paid-up capital of the Amalco Shares common shares shall be equal to the aggregate paid-up capital for income tax purposes of the AcquisitionCo Shares SubCo common shares and the RDT MTI Shares immediately prior to the Amalgamation; and
(v) each RDT Dissenting Shareholder shall cease to have any rights as a RDT Shareholder other than the right to be paid fair value in respect of the RDT Shares held by such RDT Dissenting Shareholder in accordance with the provisions of the BCBCAEffective Time.
Appears in 2 contracts
Samples: Amalgamation Agreement (Medicenna Therapeutics Corp.), Amalgamation Agreement
General Effects of the Amalgamation. On the Effective Date:
(ia) subject to Subsections 2.4(k)(iii) and 2.4(nSubsection 3.6(c), Section 3.8 and Section 3.12, each RDT Nanalysis Shareholder (other than Nanalysis Shares held by Dissenting Shareholders) shall receive one (1) Ironwood Share for each four (4) Nanalysis Shares held (such ratio being the “Exchange Ratio”) fully paid and non-assessable ACME Share for each one (1) RDT Share held, following which all such RDT Shares shall be cancelled (such shares issued are subject to the escrow restrictions set forth as further described in section 11.3(h) herein)Schedule C hereto;
(iib) ACME Ironwood shall receive one (1) fully paid and non-assessable Amalco Share common share for each the one (1) AcquisitionCo Share SubCo common share held by ACMEIronwood, following which the AcquisitionCo Shares all such SubCo common shares shall be cancelled;
(iiic) ACME no fractional Ironwood Shares shall be issued to holders of Nanalysis Shares; in lieu of any fractional entitlement, the number of Ironwood Shares issued to each former Nanalysis Shareholder shall be rounded to the nearest whole number of Ironwood Shares and, in calculating such fractional interests, all Ironwood Shares registered in the name of or beneficially held by such Nanalysis Shareholder or their nominee shall be aggregated;
(d) Ironwood shall add an amount to the paid-up capital maintained in respect of the ACME Ironwood Shares equal to the aggregate paid-up capital for income tax purposes of the RDT Nanalysis Shares immediately prior to the Amalgamation Effective Time (less the paid-up capital of any RDT Nanalysis Shares held by Dissenting RDT Shareholders who do not exchange their RDT Nanalysis Shares for ACME Ironwood Shares on pursuant to the Amalgamation);; and
(ive) Amalco shall add an amount to the paid-up capital maintained in respect of the Amalco Shares common shares such that the paid-up capital of the Amalco Shares common shares shall be equal to the aggregate paid-up capital for income tax purposes of the AcquisitionCo Shares SubCo common shares and the RDT Nanalysis Shares immediately prior to the Amalgamation; and
(v) each RDT Dissenting Shareholder shall cease to have any rights as a RDT Shareholder other than the right to be paid fair value in respect of the RDT Shares held by such RDT Dissenting Shareholder in accordance with the provisions of the BCBCAEffective Time.
Appears in 1 contract
Samples: Amalgamation Agreement
General Effects of the Amalgamation. On the Effective Date:Date:
(ia) subject to Subsections 2.4(k)(iii) Section 3.12 and 2.4(n)Section 3.14, each RDT Pure Shareholder (other than Dissenting Shareholders) shall receive one (1) (the “Exchange Ratio”) that number of fully paid and non-assessable ACME Share for each one (1) RDT Share heldPost- Consolidation Big Sky Shares equal to the product determined by multiplying the number of Pure Shares held by such Pure Shareholder by the Exchange Ratio, following which all such RDT Pure Shares shall be cancelled (such shares issued are subject to the escrow restrictions set forth in section 11.3(h) herein);cancelled;
(iib) ACME Big Sky shall receive one (1) fully paid and non-assessable Amalco Share common share for each one (1) AcquisitionCo Share Subco common share held by ACMEBig Sky, following which the AcquisitionCo Shares all such Subco common shares shall be cancelled;
(iiic) ACME Big Sky shall receive one (1) fully paid and non-assessable Amalco common share for each one (1) Post-Consolidation Big Sky Share issued pursuant to Section 3.8(a);
(d) no fractional Post-Consolidation Big Sky Shares shall be issued to holders of Pure Shares; in lieu of any fractional entitlement, the number of Post-Consolidation Big Sky Shares issued to each former Pure Shareholder shall be rounded down to the next greater whole number of Post-Consolidation Big Sky Shares without any additional compensation;
(e) Big Sky shall add an amount to the paid-up capital maintained in respect of the ACME Big Sky Shares equal to the aggregate paid-up capital for income tax purposes of the RDT Pure Shares immediately prior to the Amalgamation Effective Time (less the paid-up capital of any RDT Pure Shares held by Dissenting RDT Shareholders who do not exchange their RDT Pure Shares for ACME Big Sky Shares on the Amalgamation);
(ivf) Amalco shall add an amount to the paid-up capital maintained in respect of the Amalco Shares common shares such that the paid-up capital of the Amalco Shares common shares shall be equal to the aggregate paid-up capital for income tax purposes of the AcquisitionCo Shares Subco common shares and the RDT Pure Shares immediately prior to the AmalgamationEffective Time; and
(vg) each RDT Dissenting Shareholder outstanding Pure Warrant and Pure Option shall cease to have any rights as a RDT Shareholder other than the right to be paid fair value in respect of the RDT Shares held by such RDT Dissenting Shareholder exchanged for Big Sky Warrants and Big Sky Options, respectively, in accordance with its terms and giving effect to the provisions of the BCBCAExchange Ratio.
Appears in 1 contract
Samples: Amalgamation Agreement
General Effects of the Amalgamation. On the Effective Date:
(ia) subject to Subsections 2.4(k)(iiieach PMI Shareholder (other than Dissenting PMI Shareholders) and 2.4(n), each RDT Shareholder shall receive one (1) (the “Exchange Ratio”) that number of fully paid and non-assessable ACME Share for each one (1) RDT Share heldCarrara Shares equal to the product determined by multiplying the number of PMI Shares held by such PMI Shareholder by the Exchange Ratio, following which all such RDT PMI Shares shall be cancelled (and such shares issued are subject to PMI Shareholder's name shall be removed from the escrow restrictions set forth in section 11.3(h) herein)register of holders of PMI Shares;
(iib) ACME Carrara shall receive one (1) fully paid and non-assessable Amalco Share common share for each one (1) AcquisitionCo Share Subco common share held by ACMECarrara, following which the AcquisitionCo Shares all such Subco common shares shall be cancelled;
(iiic) ACME no fractional Carrara Shares shall be issued to holders of PMI Shares; in lieu of any fractional entitlement, the number of Carrara Shares issued to each PMI Shareholder (other than Dissenting PMI Shareholders) shall be rounded up to the next greater whole number of Carrara 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 Carrara Shares if the fractional entitlement is less than 0.5 and, in calculating such fractional interests, all Carrara Shares registered in the name of or beneficially held by such PMI Shareholder or its nominee shall be aggregated;
(d) Carrara shall add an amount to the paid-up capital maintained in respect of the ACME Carrara Shares equal to the aggregate paid-up capital for income tax purposes of the RDT PMI Shares immediately prior to the Amalgamation Effective Time (less the paid-up capital of any RDT PMI Shares held by Dissenting RDT PMI Shareholders who do not exchange their RDT PMI Shares for ACME Carrara Shares on pursuant to the Amalgamation);; and
(ive) Amalco shall add an amount to the paid-up capital maintained in respect of the Amalco Common Shares such that the paid-up capital of the Amalco Common Shares shall be equal to the aggregate paid-up capital for income tax purposes of the AcquisitionCo Subco Common Shares and the RDT PMI Shares immediately prior to the Amalgamation; and
(v) each RDT Dissenting Shareholder shall cease to have any rights as a RDT Shareholder other than the right to be paid fair value in respect of the RDT Shares held by such RDT Dissenting Shareholder in accordance with the provisions of the BCBCAEffective Time.
Appears in 1 contract
Samples: Amalgamation Agreement
General Effects of the Amalgamation. On the Effective Date:
(ia) subject to Subsections 2.4(k)(iii) and 2.4(nSubsection 3.6(d), Section 3.8 and Section 3.10, each RDT Globally Local Shareholder shall receive one (1) (the “Exchange Ratio”) that number of fully paid and non-assessable ACME Share for each one (1) RDT Share heldBlack Lion Shares equal to the product determined by multiplying the number of Globally Local Shares held by such Globally Local Shareholder by the Exchange Ratio, following which all such RDT Globally Local Shares shall be cancelled (such shares issued are subject to the escrow restrictions set forth in section 11.3(h) herein)cancelled;
(iib) ACME Black Lion shall receive one (1) fully paid and non-assessable Amalco Share common share for each one (1) AcquisitionCo Share SubCo common share held by ACMEBlack Lion, following which the AcquisitionCo Shares all such SubCo common shares shall be cancelled;
(iiic) ACME each Agent’s Compensation Option shall be exchanged into one Resulting Issuer Compensation Option with each such Resulting Issuer Agent’s Compensation Option being exercisable into Resulting Issuer Shares on the same terms and conditions as the original outstanding Agent’s Compensation Options;
(d) no fractional Black Lion Shares shall be issued to holders of Globally Local Shares; in lieu of any fractional entitlement, the number of Black Lion Shares issued to each former Globally Local Shareholder shall be rounded down to the next lesser whole number of Black Lion Shares and, in calculating such fractional interests, all Black Lion Shares registered in the name of or beneficially held by such Globally Local Shareholder or their nominee shall be aggregated;
(e) Black Lion shall add an amount to the paid-up capital maintained in respect of the ACME Black Lion Shares equal to the aggregate paid-up capital for income tax purposes of the RDT Globally Local Shares immediately prior to the Amalgamation (less the paid-up capital of any RDT Shares held by Dissenting RDT Shareholders who do not exchange their RDT Shares for ACME Shares on the Amalgamation);Effective Time; and
(ivf) Amalco shall add an amount to the paid-up capital maintained in respect of the Amalco Shares common shares such that the paid-up capital of the Amalco Shares common shares shall be equal to the aggregate paid-up capital for income tax purposes of the AcquisitionCo Shares SubCo common shares and the RDT Globally Local Shares immediately prior to the Amalgamation; and
(v) each RDT Dissenting Shareholder shall cease to have any rights as a RDT Shareholder other than the right to be paid fair value in respect of the RDT Shares held by such RDT Dissenting Shareholder in accordance with the provisions of the BCBCAEffective Time.
Appears in 1 contract