On the Effective Date. (a) The Amalgamating Corporations are amalgamated and continue as Amalco under the terms and conditions prescribed in this Agreement;
(b) All liabilities and amounts receivable owed by each Amalgamating Corporation to each other, and any related security, will be cancelled;
(c) Subject to Subsection 1.3(b), Amalco will possess all the property, rights, assets, privileges and franchises and will be subject to all of the contracts, liabilities, debts and obligations of each of the Amalgamating Corporations;
(d) Subject to Subsection 1.3(b), all rights of creditors against the properties, rights, assets, privileges and franchises of each Amalgamating Corporation and all liens upon their respective properties, rights, assets, privileges and franchises, will be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of each Amalgamating Corporation will, from and after the date upon which the Amalgamation becomes effective, attach to Amalco and may be enforced against it; and
(e) No action or proceeding by or against any of the Amalgamating Corporations will xxxxx or be affected by the Amalgamation, and any conviction against, or ruling under, a judgment in favour of or against, an Amalgamating Corporation may be enforced by or against Amalco.
On the Effective Date. (a) the Founder Scheme Shares will be cancelled in consideration for the Founder Scheme Shares Cancellation Consideration; (b) the RSU Trustee Scheme Shares will be cancelled for nil consideration; and (c) the Scheme Shares held by Offeror Concert Parties and Disinterested Shareholders (other than the Founder Group and the RSU Trustee) will be cancelled in consideration for the Cancellation Price per Scheme Share.
On the Effective Date. Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Revolving Commitment Amount" in its entirety and replacing it as follows:
On the Effective Date. Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Revolving Commitment Amount" in its entirety and replacing it as follows: Revolving Commitment Amount means $35,000,000, as such amount may be reduced from time to time pursuant to Section 6.1 of this Agreement.
On the Effective Date. The total Option Fee payable hereunder shall be creditable against the upfront license fee payable to CIMA upon execution of the license agreement.
On the Effective Date. Consultant shall retire from the ----------- Company. Notwithstanding that retirement, the Company hereby agrees to engage Consultant, and Consultant hereby accepts such engagement and agrees to perform Consultant's duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth. In consideration for the terms set forth in this Agreement, Consultant hereby waives any further participation in the Plan which shall no longer apply to him on or after the Effective Date provided, however, that the provisions of Section 4.4 of the Plan shall continue to apply to Consultant should any of the actions, payments or benefits under this Agreement require the additional payments called for by that Section; and, provided, further, that any interest and penalties imposed upon Consultant related to an event under that Section shall be covered by the Company as well on a net after-tax basis to Consultant assuming he is in the highest marginal tax bracket for Federal, state and local income and employment taxes.
On the Effective Date. (a) the HR shall, directly and through DEKA, hold 122.537.599 OTE Shares representing 25% plus one (1) of the OTE Shares; and
(b) DT shall alone hold 122.537.599 OTE Shares representing 25% plus (1) of the OTE Shares and no other member of the DT Group will hold OTE Shares or voting rights in OTE.
On the Effective Date. At the Closing, effective as of the Effective Date, (a) the Company shall issue and deliver to Sweet (i) the Note substantially in the form attached hereto as Exhibit A, executed by the Company, (ii) the Investor Rights Agreement substantially in the form attached hereto as Exhibit B (the "Investor Rights Agreement"), executed on behalf of the Company, (iii) the Management Services Agreement substantially in the form attached hereto as Exhibit C (the "Management Agreement"), executed on behalf of Unzipped, the Company and MC, (iv) the Amended and Restated Supply Agreement between Unzipped and Azteca Production International, Inc. ("Azteca") substantially in the form attached hereto as Exhibit D (the "Amended Supply Agreement"), executed on behalf of Unzipped, (v) the Amended and Restated Distribution Agreement between Unzipped and Apparel Distribution Services, LLC ("ADS") in substantially the form attached hereto as Exhibit E (the "Amended Distribution Agreement"), executed on behalf of Unzipped, and (vi) the Collateral Pledge Agreement substantially in the form attached hereto as Exhibit F (the "Collateral Agreement"); and (b) Sweet shall deliver to the Company (i) an instrument of transfer and assignment or such other documentation as the Company deems reasonably necessary to evidence the transfer of the Sweet Interest in Unzipped to MC, (ii) the Investor Rights Agreement, executed on behalf of Sweet, (iii) the proxy substantially in the form attached hereto as Exhibit G (the "Sweet Proxy"), executed on behalf of Sweet, (iv) the Management Agreement, executed on behalf of Sweet, (v) the Amended Supply Agreement, executed on behalf of Azteca, and (vi) the Amended Distribution Agreement, executed on behalf of ADS.
On the Effective Date. (a) Each share of Thrift Stock outstanding on the Effective Date shall, without any action on the part of the holder thereof or Imperial or Holding, be converted into and exchangeable for one share of Holding Stock;
(b) The outstanding share of ITLA Stock issued to Holding shall be cancelled and converted into the same number of shares of Thrift Stock issued and outstanding on the Effective Date; and
(c) The share of Holding Stock previously issued to the incorporator and outstanding shall be cancelled for a redemption price of $10.00.
On the Effective Date. On the Effective Date, each Synthetic L/C Lender shall deposit in its Credit Linked Account an amount in dollars equal to such Synthetic L/C Lender’s Synthetic L/C Commitment. All funding obligations of a Synthetic L/C Lender with respect to any Synthetic L/C Loans and all obligations of a Synthetic L/C Lender to repay the Issuing Bank with respect to any Synthetic L/C Disbursement not reimbursed by the Borrower, shall be satisfied upon such Synthetic L/C Lender’s making such deposit in its Credit Linked Account;
