Implementation of the Merger. The Merger will be put to Avast Shareholders at the Court Meeting and at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders present and voting at the Court Meeting, either in person or by proxy, representing at least 75% in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by Avast Shareholders representing at least 75% of votes cast at the General Meeting. The Merger is subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement, and to the full terms and conditions which will be set out in the Scheme Document. Further details of the Merger will be contained in the Scheme Document, which is intended to be posted to Avast Shareholders (other than those resident in Restricted Jurisdictions), along with the Forms of Proxy and the Form of Election, in late Q3 or early Q4 of 2021. For the purposes of paragraph 3(a) of Appendix 7 of the Code, the Panel has consented to this arrangement. It is also expected that, at or around the same time as the Scheme Document is posted to Avast Shareholders (other than those resident in Restricted Jurisdictions), the NortonLifeLock Prospectus will be published and the NortonLifeLock Proxy Statement will be mailed. Subject to the satisfaction or waiver (as applicable) of all relevant conditions, including the Conditions, and certain terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, the Scheme is expected to become Effective in mid-2022. An expected timetable of principal events will be included in the Scheme Document. The Avast Shares will be acquired by Bidco (and/or its nominee) with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including the right to receive and retain, in full, all dividends and other distributions (if any), declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the Avast Shares, other than the Agreed Avast Dividends. The New NortonLifeLock Shares will be fully paid and non-assessable and will rank pari passu in all respe...
Implementation of the Merger. 6.1 Where the Merger is being implemented by way of the Scheme, if all the Conditions (other than the condition contained in paragraph 2(c) of Part A of Appendix 1 to the Announcement) have been satisfied or waived by no later than 11:59 pm on the Business Day immediately preceding the Court Hearing, Barrick shall instruct counsel to appear on its behalf at the Court Hearing and undertake to the Court to be bound by the terms of the Scheme in so far as it relates to Barrick.
6.2 If Barrick becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Barrick to invoke any of the Conditions and Barrick reasonably believes the Panel would allow such invocation, Barrick shall notify Randgold (providing reasonable details of the events which have occurred, or circumstances which have arisen, which they reasonably consider entitles them to invoke the Condition) without delay.
Implementation of the Merger. (1) Upon the terms and subject to the conditions set forth in this Agreement, on the Effective Date, immediately following the Arrangement Effective Time, USBTC and Merger Subco shall file with the Nevada Secretary of State the Articles of Merger, executed in accordance with the relevant provisions of the NRS. The Merger shall become effective at the time that the Articles of Merger have been duly filed with the Nevada Secretary of State, or at such later time permitted under the NRS as USBTC and Hut shall agree and specify in the Articles of Merger (the time the Merger becomes effective being the “Merger Effective Time”). This Agreement shall constitute the plan of merger contemplated by NRS 92A.100 and the other relevant provisions of NRS Chapter 92A.
(2) At the Merger Effective Time, the Merger will have the effects set forth in this Agreement, the Articles of Merger and in the applicable provisions of the NRS. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time:
(a) Merger Subco shall be merged with and into USBTC. As a result of the Merger, the separate corporate existence of Merger Subco shall cease and USBTC shall continue as the Surviving Corporation.
(b) All the property, rights, privileges, agreements, immunities, powers, franchises, licenses and authority of USBTC and Merger Subco shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of USBTC and Merger Subco shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.
(c) By virtue of the Merger and as set forth in and in accordance with this Agreement and the Articles of Merger, the USBTC Common Stock, USBTC Preferred Stock and USBTC Options issued and outstanding immediately prior to the Merger Effective Time shall be cancelled, as applicable, and/or otherwise exchanged for securities of New Hut in accordance with Section 2.3, subject to Section 2.7.
Implementation of the Merger. Implementation Steps by Concentric
3.1 Concentric covenants in favor of UEC that Concentric shall:
(a) convene and hold the Concentric Meeting for the purpose of considering the Concentric Merger Resolution (and for any other proper purpose as may be set out in the notice for such meeting);
(b) use commercially reasonable efforts to ensure that all required Lock-Up Agreements are executed with such Concentric Shareholders who hold not less than 50.1% of all Concentric Shares on an non-fully diluted basis as soon as reasonably practicable after the Execution Date; and
(c) subject to the satisfaction or waiver of the other conditions herein contained in favor of each Party, with the co-operation of UEC, take such steps as are necessary to give effect to the Merger.
