The Amalgamation Sample Clauses

The Amalgamation. (a) The Seller and the Purchaser agree that the Amalgamation will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and as more fully set forth in the Amalgamation Agreement, including, without limitation, as follows: (i) At the Effective Time, AcquireCo and NewCo shall be amalgamated and shall continue as one company, being Amalco, pursuant to the provisions of Section 279 of the BCBCA. (ii) At the Effective Time: (A) each of the NewCo Shares issued and outstanding immediately prior to the Effective Time shall be exchanged by the Seller for one (1) fully paid and non-assessable Consideration Share and one (1) Top- Up Special Warrant; (B) each issued and outstanding Newco Share held by the Purchaser as a result of the exchange of Newco Shares for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to Section 2.01(ii)(A) will be immediately exchanged for one (1) fully paid and non-assessable Amalco Shares; and (C) each issued and outstanding AcquireCo Share held by the Purchaser will be exchanged for one (1) fully paid and non-assessable Amalco Share. (b) The Seller agrees that 4,500,000 of the Consideration Shares issuable to the Seller on the Effective Date (the “Locked-Up Shares”) will be subject to a contractual restriction on resale (the “Lock-Up Restriction”), pursuant to which the Seller will agree not to sell, deal in, assign, transfer in any manner whatsoever, or agree to sell, deal in, assign or transfer in any manner whatsoever any of the Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as may be required by reason of the dissolution or bankruptcy of the Seller, until released in accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and agrees that the Locked-Up Shares will bear legends reflecting the Lock-Up Restriction. (c) Fractional Consideration Shares will not be issued under the Amalgamation, and no cash payment or other form of consideration will be payable in lieu thereof. Where the aggregate number of Consideration Shares to be issued to the Seller under the Amalgamation would result in a fraction of a Consideration Share being issuable, the number of Consideration Shares to be issued to the Seller will be rounded down to the next whole number.
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The Amalgamation. Upon the terms and subject to the conditions set forth in this Agreement and in the Amalgamation Agreement, and in accordance with applicable provisions of the Companies Act, at the Effective Time, Amalgamation Sub and the Company shall amalgamate and the Company and Amalgamation Sub shall continue as one company as a result of the Amalgamation.
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The Amalgamation. R2, San Antonio and San Xxxxxxx Xxxxx agree that R2 and San Xxxxxxx Xxxxx shall amalgamate pursuant to the provisions of Section 181 of the ABCA as of the Effective Date and continue as one corporation on the terms and conditions contained in this Agreement, including the following: (a) the name of Amalco shall be "R2 Energy Ltd.", or such other name as is acceptable to the Registrar and R2; (b) there shall be no restrictions on the business that Amalco is authorized to carry on or the powers Amalco may exercise; (c) the registered office of Amalco shall be located at 3700 — 000 Xxxxx Xxxxxx XX, Xxxxxxx, Xxxxxxx, X0X 0X0; (d) the authorized share capital of Amalco shall consist of an unlimited number of class A common shares, class B common shares, class C preferred shares (issuable in a series) and class D preferred shares (issuable in a series), without nominal or par value and shall have attached to them the special rights, privileges, conditions and restrictions set out in the Articles of Amalgamation; (e) the restrictions on share transfers are as set out in Schedule "B" of the Articles of Amalgamation; (f) the minimum number of directors of Amalco shall be one (1) and the maximum number of directors of Amalco shall be 10; (g) the full names and addresses of the first directors of Amalco shall be as follows: Xxxxx Xxxxxxx 0000 Xxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxx, XXX 00000 Xxxxxx Xxxxxxx 00000 00xx Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Such directors shall hold office until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed; (h) the articles of Amalco shall be the Articles of Amalgamation, and the by-laws of Amalco shall be the by-laws of R2; (i) upon completion of the Amalgamation, the stated capital of the Amalco Shares shall be equal to the aggregate of the paid-up capital (within the meaning assigned by the Tax Act) of each of the R2 Shares and the San Xxxxxxx Xxxxx Shares immediately before the Amalgamation, and there shall be added to the stated capital of the San Antonio Shares an amount equal to the paid-up capital of the R2 Shares (other than any R2 Shares owned by a dissenting R2 Shareholder) immediately before the Amalgamation; (j) and the fiscal year end of Amalco shall be December 31 of each calendar year.
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The Amalgamation. Upon the terms and subject to the conditions set forth in this Agreement and the Amalgamation Agreement, substantially in the form attached as Exhibit C hereto (the “Amalgamation Agreement”), and in accordance with the Companies Act, at the Effective Time, Amalgamation Sub and the Company shall amalgamate pursuant to the Companies Act and the amalgamated entity created on consummation of the Amalgamation of Amalgamation Sub and the Company shall continue as a Bermuda exempted company (the “Amalgamated Company”) as a result of the Amalgamation. The name of the Amalgamated Company shall be “Torus Insurance Holdings Limited”.
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The Amalgamation. (a) Upon the terms and subject to the conditions set forth in this Agreement, following the Merger Effective Time at the Amalgamation Closing, Amalgamation Sub and the Company (Amalgamation Sub and the Company sometimes being referred to herein as the “Amalgamating Entities”) shall amalgamate and continue as one company, with the Company being the surviving company in the Amalgamation (hereinafter referred to for the periods at and after the Amalgamation Effective Time as the “Surviving Company”), and as a wholly-owned Subsidiary of PubCo.
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The Amalgamation. Upon the terms and subject to the conditions herein set forth, and in accordance with The Companies Act 1981 ("CA"), the Amalgamating Companies shall make the appropriate filings with the Registrar of Companies in Bermuda and IEL shall be amalgamated with and into Sub at the Effective Time (as hereinafter defined). Following the Amalgamation, the separate corporate existence of IEL shall cease and IEL and Sub shall continue as the amalgamated company (the "Amalgamated Company") and shall continue to exist as a company incorporated and governed by the laws of Bermuda.
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The Amalgamation. Subject to the terms and conditions of this Agreement, and in accordance with the applicable provisions of the Bermuda Companies Act and the constitutional documents of the Company, at the Effective Time, (a) Amalgamation Sub and the Company shall amalgamate and the amalgamated company resulting from the Amalgamation shall continue as a Bermuda exempted company limited by shares (the “Amalgamated Company”), and (b) the Amalgamation shall have the effects set forth in this Agreement and Section 109(1) of the Bermuda Companies Act. As a result of the Amalgamation, the Amalgamated Company shall become a wholly-owned Subsidiary of Parent. The name of the Amalgamated Company shall be Global Sources Ltd.
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The Amalgamation. At the Closing Time (as defined in Section 1.2 below) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Business Corporations Act (Ontario) (the "Act") BackWeb Canada and Lanacom shall be amalgamated in order to create the Surviving Corporation.
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The Amalgamation. Section 2.1 Implementation Steps by Repap Repap covenants in favour of UPM that Repap shall: (a) convene and hold the Repap Meeting, within 30 days of causing the Repap Circular and other documentation required in connection with the Repap Meeting to be sent to each Repap Shareholder pursuant to Section 2.3, for the purpose of considering the Amalgamation Resolution; (b) subject to Section 4.6(1) and Section 5.4(2), not postpone or cancel (or propose for adjournment, postponement or cancellation) the Repap Meeting without UPM's prior written consent except as required for quorum purposes, by Law or by the Repap Shareholders; (c) at the request of UPM, use commercially reasonable efforts to solicit from the Repap Shareholders proxies in favour of the approval of the Amalgamation Resolution and to take all other action that is necessary or desirable to secure the approval of the Amalgamation Resolution by the Repap Shareholders, except to the extent that the Board of Directors has changed its recommendation in accordance with the terms of this Agreement (and subject in all cases to Section 6.4); and (d) subject to the satisfaction or waiver of the other conditions herein contained in favour of each party and on written direction from UPM, send to the Director, for endorsement and filing by the Director, the Articles of Amalgamation and such other documents as may be required in connection therewith under the CBCA to give effect to the Amalgamation.
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