Common use of Merger Events Clause in Contracts

Merger Events. Subject to the terms and conditions set forth in this Agreement, upon the Articles of Merger and Plan of Merger being filed with and accepted by the Florida Department of State, the following shall be deemed to have occurred sequentially at the Effective Time, without any further action by or notice to the Company, Schyan, or the holders of any Company Common Stock, Broker Warrants or Company Warrants, respectively: (a) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a SUB Shareholder (other than an SVS Shareholder, an MVS Shareholder, or a Canadian Resident Shareholder) shall be exchanged by such SUB Shareholder for one (1) fully paid and non-assessable Subordinate Voting Share, such that the SUB Shareholders shall have the number of Subordinate Voting Shares as set out in Schedule 3 hereto; (b) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by an SVS Shareholder shall be exchanged by such SVS Shareholder for one (1) fully paid and non-assessable Super Voting Share, such that the SVS Shareholders shall have the number of Super Voting Shares as set out in Schedule 1 hereto; (c) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by an MVS Shareholder shall be exchanged by such MVS Shareholder for one (1) fully paid and non-assessable Multiple Voting Share, such that the MVS Shareholders shall have the number of Multiple Voting Shares as set out in Schedule 2 hereto; (d) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a Canadian Resident Shareholder shall be transferred by such Canadian Resident Shareholders to Schyan in exchange for one (1) fully paid and non-assessable Subordinate Voting Share; (e) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall convert into one (1) share of common stock of Mergeco; (f) each Broker Warrant outstanding immediately prior to the Effective Time shall be exchanged by the holder thereof for one (1) Resulting Issuer Broker Warrant on economically equivalent terms; (g) each Company Warrant outstanding immediately prior to the Effective Time shall be exchanged by the holder thereof for one (1) Resulting Issuer Warrant on economically equivalent terms; (h) all Broker Warrants and Company Warrants exchanged for Resulting Issuer Broker Warrants and Resulting Issuer Warrants, respectively, in accordance with Subsections 2.7(f) and 2.7(g) hereof shall be cancelled; and (i) Mergeco shall be a wholly-owned subsidiary of the Resulting Issuer.

Merger Events. Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement and subject to Section 2.8, upon the Articles of Merger and Plan of Merger being filed with and accepted by the Florida Department of State, the following shall be deemed to have occurred sequentially at the Effective Time, by virtue of the Merger and without any further action by or notice to on the part of the Company, SchyanSubco, Caracara or the holders of any Company Shareholder: all issued and outstanding Company Common Shares held by a Company Shareholder (other than any Company Common StockShares held by the Founders) will automatically be exchanged for such number of Resulting Issuer Common Shares equal to the number of Company Common Shares held by such Company Shareholder; all issued and outstanding Company Common Shares held by each Founder, Broker Warrants will automatically be exchanged for such number of Resulting Issuer Proportionate Voting Shares as the number of Company Common Shares held by each such Founder divided by 1,000 (rounded down to the nearest whole number); all Company Common Shares to be issued in connection with the conversion of the Company May Convertible Debentures and the Company September Convertible Debentures in connection with the Merger will be automatically exchanged for such number of Resulting Issuer Common Shares equal to the number of such Company Common Shares issued in connection with the conversion of the Convertible Debentures; each Company Common Share exchanged for a Resulting Issuer Common Share or Resulting Issuer Proportionate Voting Share pursuant to Sections 2.3(a)(i)(ii) and (iii) shall be cancelled; in accordance with the terms of the certificates representing the Company Warrants, respectively: Company Advisory Warrants, Company Consulting and PR Warrants and Company Finder Warrants, each holder of such security shall be entitled to receive (aand such holder shall accept) each share upon the exercise of such holder’s applicable security, in lieu of that number of Company Common Stock issued Shares to which such holder was theretofore entitled, an equivalent number of Resulting Issuer Common Shares for the same aggregate consideration payable therefor. Each Company Warrant, Company Advisory Warrant, Company Consulting and PR Warrant and Company Finder Warrant shall continue to be governed by and be subject to the terms of the certificates evidencing such securities prior to the Effective Time; in accordance with the terms of the certificates representing the Company Compensation Warrants, each holder of a Company Compensation Warrant shall be entitled to receive (and such holder shall accept) upon exercise of such holder’s Company Compensation Warrant, in lieu of that number of Company Common Shares and Company Compensation Underlying Warrants to which such holder was theretofore entitled, an equivalent number of Resulting Issuer Common Shares and Resulting Issuer Compensation Underlying Warrants for the same aggregate consideration payable therefor. Each Company Compensation Warrant shall continue to be governed by and be subject to the terms of the certificates evidencing such warrants prior to the Effective Time; in accordance with the terms of the Company Subscription Receipt Debenture Indenture, each holder of a Company Subscription Receipt Debenture shall be entitled to receive (and such holder shall accept): (i) upon the conversion of such holder’s security, in lieu of that number of Company Common Shares and Company Debenture Warrants to which such holder was theretofore entitled, the equivalent number of Resulting Issuer Common Shares and Resulting Issuer Debenture Warrants for the same aggregate consideration payable therefor, or (ii) on the maturity date of the Company Subscription Receipt Debenture or upon redemption of such securities, the amount of cash which such holder would have been entitled to receive pursuant to the terms of the Company Subscription Receipt Debenture. Each Company Subscription Receipt Debenture Indenture shall be governed by and be subject to the terms of the Supplemental Debenture Indenture (as hereinafter defined); in accordance with the terms of the Company Warrant Indenture, each holder of a Company Compensation Underlying Warrant (upon exercise of a Company Compensation Warrant) and a Company Debenture Warrant (upon exercise of a Company Subscription Receipt Debenture) shall be entitled to receive (and such holder shall accept), in lieu of that number of Company Common Shares to which such holder was theretofore entitled, the equivalent number of Resulting Issuer Common Shares for the same aggregate consideration payable therefor. Each Company Compensation Underlying Warrant and Company Debenture Warrant shall be governed by and be subject to the terms of the Supplemental Warrant Indenture (as hereinafter defined); in accordance with the terms of the Company Services Agreements, each advisor to such agreements shall be entitled to receive (and shall accept) at such times as when such shares are issuable to it under the terms of the applicable Company Services Agreement, in lieu of that number of Company Common Shares to which such advisor was theretofore entitled, the equivalent number of Resulting Issuer Common Shares; all Company Options outstanding immediately prior to the Effective Time will be cancelled and held by a SUB Shareholder exchanged for Resulting Issuer Options on the followingbasis: (other than an SVS Shareholder, an MVS Shareholder, or a Canadian Resident Shareholderi) shall be exchanged by such SUB Shareholder for one (1) fully paid and non-assessable Subordinate Voting Share, such that the SUB Shareholders shall have the number of Subordinate Voting Resulting Issuer Common Shares as set out in Schedule 3 hereto; (b) each share subject to the Resulting Issuer Options will equal the number of Company Common Stock issued and outstanding Shares issuable upon exercise of the Company Options immediately prior to the Effective Time and held by an SVS Shareholder shall be exchanged by such SVS Shareholder for one (1) fully paid and non-assessable Super Voting Share, such that the SVS Shareholders shall have the number of Super Voting Shares as set out in Schedule 1 heretoTime; (cii) the exercise price of each Resulting Issuer Option will be as set forth in the Company Capitalization Spreadsheet; (iii) each share Resulting Issuer Option will otherwise be governed by the Resulting Issuer Equity Incentive Plan; (iv) all other terms and conditions of each Resulting Issuer Option, including the term to expiry and vesting conditions, will be equivalent to the respective terms and conditions of the Company Common Stock issued Option for which it was exchanged, to the extent practical; (v) it is the intention of the parties that each Resulting Issuer Option shall continue to qualify following the Effective Time as an “incentive stock option” as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and outstanding to the extent the related Company Option qualified as an incentive stock option immediately prior to the Effective Time Time; and (vi) the exercise price per share and held by an MVS Shareholder shall be exchanged by such MVS Shareholder for one (1) fully paid and non-assessable Multiple Voting Share, such that the MVS Shareholders shall have the number of Multiple Voting Resulting Issuer Common Shares purchasable pursuant to each exchanged for Company Option following the Effective Time as set out well as the terms and conditions of such option shall be determined in Schedule 2 hereto; (da manner in order to comply with Sections 424(a) and 409A of the Code; each share of Company Common Stock issued and outstanding immediately prior to Subco common stock registered in the Effective Time and held by a Canadian Resident Shareholder shall be transferred by such Canadian Resident Shareholders to Schyan in exchange for one (1) fully paid and non-assessable Subordinate Voting Share; (e) each share name of Company Common Stock Caracara issued and outstanding immediately prior to the Effective Time shall convert be converted into and become one (1) share of common stock of Mergeco; (f) each Broker Warrant outstanding immediately prior to the Effective Time shall be exchanged by the holder thereof for one (1) Resulting Issuer Broker Warrant on economically equivalent terms; (g) each Company Warrant outstanding immediately prior to the Effective Time shall be exchanged by the holder thereof for one (1) Resulting Issuer Warrant on economically equivalent terms; (h) all Broker Warrants and Company Warrants exchanged for Resulting Issuer Broker Warrants and Resulting Issuer Warrants, respectively, in accordance with Subsections 2.7(f) and 2.7(g) hereof shall be cancelled; and (i) Mergeco such that Mergeco shall be a wholly-owned subsidiary of the Resulting Issuer; any Resulting Issuer Common Shares to be issued in the United States or to, or for the account or benefit of, a U.S. Person and which the Company and Caracara believe, after reasonable inquiry by the Company and Caracara are not Accredited Investors and may not be issued pursuant to an available exemption under the U.S. Securities Act and applicable state securities laws, shall be converted into the right to receive from Caracara upon completion of the Merger, cash in the amount of $1.10 per Resulting Issuer Common Share that would have been issued to such Person. (the “Cash Consideration”); and any Resulting Issuer Warrants to be issued in the United States or to, or for the account or benefit of, a U.S. Person and which the Company and Caracara believe, after reasonable inquiry by the Company and Caracara are not Accredited Investors and may not be issued pursuant to an available exemption under the U.S. Securities Act and applicable state securities laws, shall not be issued to such Person and there will be no right to receive any renumeration in lieu thereof, including for certainty, the Cash Consideration.

Merger Events. Subject to (a) Upon the terms and subject to the conditions set forth in this Agreement, upon the Articles of Merger and Plan of Merger being filed with and accepted by the Florida Department of State, the following shall be deemed to have occurred sequentially at the Effective Time, by virtue of the Merger and without any further action by or notice to on the part of the Company, SchyanSubco and Purchaser, or any holder of shares of the holders of any Company Common Stock, Broker Warrants or Company Warrants, respectivelyCompany’s capital stock: (ai) each share issued and outstanding Company Common Share will automatically be converted into the right to receive a number of Resulting Issuer Common Shares determined as the number of Company Common Stock issued and Shares held multiplied by the Exchange Ratio; (ii) each Company Option outstanding immediately prior to the Effective Time will be cancelled and held by a SUB Shareholder exchanged for Resulting Issuer Options on the following basis: (other than an SVS Shareholder, an MVS Shareholder, or a Canadian Resident ShareholderA) shall be exchanged by such SUB Shareholder for one (1) fully paid and non-assessable Subordinate Voting Share, such that the SUB Shareholders shall have the number of Subordinate Voting Resulting Issuer Common Shares as set out in Schedule 3 hereto; (b) each share subject to the Resulting Issuer Option, rounded down to the nearest whole share, will equal the number of Company Common Stock issued and outstanding Shares issuable upon exercise of the Company Option immediately prior to the Effective Time and held multiplied by an SVS Shareholder shall be exchanged by such SVS Shareholder for one (1) fully paid and non-assessable Super Voting Share, such that the SVS Shareholders shall have the number of Super Voting Shares as set out in Schedule 1 heretoExchange Ratio; (cB) the other terms and conditions of the Resulting Issuer Option will be equivalent to the terms and conditions of the Company Option, including with respect to term, expiry date and vesting; (C) the Resulting Issuer Options will otherwise be governed by the Purchaser Stock Option Plan; (D) it is the intention of the Parties that each share assumed Resulting Issuer Option shall continue to qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent the related Company Common Stock issued and outstanding Option qualified as an incentive stock option immediately prior to the Effective Time Time; and (E) the exercise price per share and held by an MVS Shareholder shall be exchanged by such MVS Shareholder for one (1) fully paid and non-assessable Multiple Voting Share, such that the MVS Shareholders shall have the number of Multiple Voting Resulting Issuer Common Shares purchasable pursuant to each exchanged for Company Option following the Effective Time as set out well as the terms and conditions of such option shall be determined in Schedule 2 heretoa manner in order to comply with Sections 424(a) and 409A of the Code; (diii) each share outstanding Company Warrant will be cancelled and exchanged for Resulting Issuer Warrants on the following basis: (A) the number of Resulting Issuer Common Shares subject to the Resulting Issuer Warrant will equal the number of Company Common Stock issued and outstanding Shares issuable upon exercise of the Company Warrant immediately prior to the Effective Time and held Time, multiplied by a Canadian Resident Shareholder shall be transferred by such Canadian Resident Shareholders to Schyan in exchange for one (1) fully paid and non-assessable Subordinate Voting Sharethe Exchange Ratio; (eB) the exercise price of the Resulting Issuer Warrant will equal the exercise price of the Company Warrant divided by the Exchange Ratio; (C) the other terms and conditions of the Resulting Issuer Warrant will be equivalent to the terms and conditions of the Company Warrant, including with respect to term and expiry date; and (iv) each outstanding Company Performance Warrant will be cancelled and exchanged for Resulting Issuer Performance Warrants on the following basis: (A) the number of Resulting Issuer Common Shares subject to the Resulting Issuer Performance Warrant will equal the number of Company Common Shares issuable upon exercise of the Company Performance Warrant immediately prior to the Effective Time, multiplied by the Exchange Ratio; (B) the exercise price of the Resulting Issuer Performance Warrant will equal the exercise price of the Company Performance Warrant divided by the Exchange Ratio; (C) the other terms and conditions of the Resulting Issuer Performance Warrant will be equivalent to the terms and conditions of the Company Performance Warrant, including with respect to term and expiry date; and (v) each share of Company Common Stock Subco common stock issued and outstanding immediately prior to the Effective Time shall convert be converted into and become one (1) share of common stock of Mergeco; (f) each Broker Warrant outstanding immediately prior to the Effective Time shall be exchanged by the holder thereof for one (1) Resulting Issuer Broker Warrant on economically equivalent terms; (g) each Company Warrant outstanding immediately prior to the Effective Time shall be exchanged by the holder thereof for one (1) Resulting Issuer Warrant on economically equivalent terms; (h) all Broker Warrants and Company Warrants exchanged for Resulting Issuer Broker Warrants and Resulting Issuer Warrants, respectively, in accordance with Subsections 2.7(f) and 2.7(g) hereof shall be cancelled; and (i) Mergeco such that Mergeco shall be a wholly-owned subsidiary of the Resulting Issuer.