The Amalgamation Transaction. The Acquiror and Fundingco shall complete the Amalgamation Transaction as described in Section 2.2.
The Amalgamation Transaction. Upon and subject to the terms and conditions of this Agreement, at the Time of Closing (but for greater certainty, immediately prior to completion of the Share Exchange Transaction), each of the Acquiror and Fundingco agree to amalgamate and continue as one corporation under such name as the parties hereto shall mutually agree (the “Resulting Issuer”) pursuant to the provisions of the BCCA and in accordance with the terms more particularly set out in the Amalgamation Agreement to be entered into on the Closing Date (the “Amalgamation Transaction”), which Amalgamation Agreement shall provide inter alia:
The Amalgamation Transaction. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Bermuda Act and the Delaware Code, (a) Interwave and Merger Sub will amalgamate and merge with each other in accordance with Section 104B of the Bermuda Act and the Delaware Code, such that the Amalgamated Company will be a Delaware corporation and following which, pursuant to the Delaware Code, the separate corporate existence of Interwave will cease and the Amalgamated Company shall become a wholly owned subsidiary of Alvarion and shall succeed to, and assume all of the rights, properties and obligations of, Interwave; and (b) all Interwave Shares will be exchanged for the right to receive the Per Share Consideration in accordance with Section 1.3(b) hereof, all in accordance with the provisions of the Bermuda Act and this Agreement.
The Amalgamation Transaction. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Bermuda Act, (a) Peak and Merger Sub will amalgamate and merge with each other pursuant to Section 104 of the Bermuda Act, such that the Amalgamated Company, which shall be named S&G Company, Ltd., will be a Bermuda exempted company and a wholly owned subsidiary of S&G and shall succeed to, and assume all of the rights, properties and obligations of, Peak; and (b) all Peak Shares will be cancelled in exchange for the right to receive the Per Share Consideration (or in the case of Dissentient Shareholders, the fair value appraised by the Supreme Court of Bermuda) in accordance with Section 1.3(b) hereof, all in accordance with the provisions of the Bermuda Act and this Agreement; and (c) The Memorandum of Association and Bye-Laws of Merger Sub shall be the memorandum of association and bye-laws respectively of the Amalgamated Company for the purposes of Section 105 of the Bermuda Act.
