The Business Combination Sample Clauses
The Business Combination. 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 Corporate Laws:
(a) AAI shall be merged with and into Merger Sub (the “Merger”), the separate corporate existence of AAI shall cease and Merger Sub shall continue as the surviving corporation. Merger Sub as the surviving corporation after the Merger is hereinafter sometimes referred to as the “U.S.
The Business Combination. 6
2.1 Business Combination Steps 6 2.2 Implementation Covenants 8 2.3 Board of Directors and Officers 9
The Business Combination. Business Combination Steps
(a) Light AI will, if required:
(i) duly convene the Light AI Meeting at which the Light AI Shareholders will be asked to approve the Amalgamation (or in the alternative, obtain approval for the Amalgamation by consent resolution of the Light AI Shareholders); and
(ii) use all commercially reasonable efforts to obtain the approval of the Light AI Shareholders for the Amalgamation;
(b) Finco will, if required:
(i) duly convene the Xxxxx Meeting at which the Xxxxx Shareholders will be asked to approve the Amalgamation (or in the alternative, obtain approval for the Amalgamation by consent resolution of the Xxxxx Shareholders); and
(ii) use all commercially reasonable efforts to obtain the approval of the Finco Shareholders for the Amalgamation;
(c) Acquiror will, prior to the Effective Date, seek approval of Acquiror Shareholders for the Amalgamation, if required pursuant to the policies of Cboe;
(d) The Amalgamating Parties will amalgamate by way of statutory amalgamation under the provisions of the BCBCA on the terms and conditions contained in the Documents, and each of the Amalgamating Parties further agree that the Effective Date will occur within five (5) Business Days following the satisfaction or waiver of the conditions herein contained in favour of each Party or such other date as may be mutually agreed upon;
(e) the Parties will cause the Amalgamation Application to be filed to effect the Amalgamation, pursuant to which:
(i) the Amalgamating Parties will amalgamate under the provisions of the BCBCA and continue as one amalgamated corporation, being Amalco;
(ii) subject to Section 2.1(f), holders of outstanding Light AI Shares will receive 3.89 Acquiror Shares for each Light AI Share (the “Light AI Exchange Ratio”) held and the Light AI Shares will be cancelled;
(iii) subject to Section 2.1(f), holders of outstanding Xxxxx Shares will receive one Acquiror Share for each Xxxxx Share (the “Xxxxx Exchange Ratio”) held and the Xxxxx Shares will be cancelled;
(iv) Acquiror Warrants will be issued to the holders of the Light AI Warrants, in exchange and replacement for, and on an equivalent basis after giving effect to the Light AI Exchange Ratio, such Light AI Warrants, which will thereby be cancelled;
(v) Acquiror Options will be issued to the holders of the Light AI Options, in exchange and replacement for, and on an equivalent basis after giving effect to the Light AI Exchange Ratio, such Light AI Options, which will thereb...
The Business Combination. On July 21, 2022, the Company domesticated as a Delaware corporation and changed its name to “OPAL Fuels Inc.” and, on July 21, 2022, completed its business combination with OPAL Fuels LLC (the “Business Combination”). In accordance with Section 4.5 of this Agreement, upon effectiveness of the Business Combination, the holders of the Warrants thereafter had the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, an Alternative Issuance in shares of Class A common stock, par value $0.0001 per share, of OPAL Fuels Inc. (the “Class A common stock”).
The Business Combination. 1.1 Basis of the Business Combination The Parties intend to proceed with a court sanctioned plan of arrangement of St. Jude effected pursuant to the Canada Business Corporations Act whereby Golden Star will directly or indirectly acquire all of the issued and outstanding St. Jude Common Shares (and other securities of St. Jude) following which St. Jude will become a direct or indirect wholly-owned subsidiary of Golden Star. Notwithstanding the foregoing, the ultimate form of Business Combination will be mutually determined by Golden Star and St. Jude, each acting reasonably, based on tax, securities and corporate law and other considerations. The Parties intend that the Business Combination will be completed by December 16, 2005 (the “Effective Date”). Subject to the terms and conditions of this Agreement, the Parties shall complete the Business Combination on the following terms: (a) the holders of St. Jude Common Shares will exchange their St. Jude Common Shares for common shares of Golden Star (the “Golden Star Common Shares”) on the basis of 0.72 Golden Star Common Shares for each one St. Jude Common Share; and (b) the outstanding warrants and options of St. Jude (the “St. Jude Convertible Securities”) shall be exchanged for Golden Star warrants or options, such that each holder will be entitled to receive on the exercise thereof that number of Golden Star Common Shares that is equal to (w) the number of St. Jude Common Shares that would otherwise have been issuable upon the exercise thereof multiplied by (x) 0.72, with the exercise price thereof being adjusted to be the number that is equal to (y) the exercise price of the applicable St. Jude Convertible Security divided by (z) 0.72, provided that such options and warrants shall not expire prior to the date on which the respective St. Jude Convertible Securities were to expire pursuant to their respective terms or, in the event of St. Jude options that would otherwise expire on the completion of the Business Combination as a result of a holder thereof ceasing to be an employee, officer or director concurrent with the completion of the Business Combination, subject to receipt of any necessary regulatory approvals and provided that no majority of the minority St. Jude securityholder approval is required, the expiry date of such options will be extended to the date that is 90 days after the date of completion of the Business Combination.
1.2 Structure Subsequent to the Business Combination In conjunction...
The Business Combination. On October 24, 2022, the business combination was consummated by and among the Company, ENPC, ENPC Merger Sub, Inc., a Delaware corporation, GREP Merger Sub, LLC, a Delaware limited liability company and GREP Holdings, LLC, a Delaware limited liability company (the “Business Combination”). Upon the consummation of the Business Combination, as provided in Section 4.4 herein, the Warrants were no longer exercisable for shares of common stock of ENPC and instead became exercisable for shares of Common Stock of the Company.
The Business Combination. 10
2.1 Amalgamation 10 2.2 Hold Period and Escrow Requirements 12 2.3 Payment of Consideration 12 2.4 Board Reconstitutions of Lido and Pacific West 14 2.5 Closing 14 2.6 Implementation Covenants 14
The Business Combination. On June 10, 2021, the Company domesticated as a Delaware corporation and changed its name to “indie Semiconductor, Inc.” and completed its business combination with Xx Xxx Xxx, LLC (the “Business Combination”). In accordance with Section 4.4 of this Agreement, upon effectiveness of the Business Combination, the holders of the Warrants thereafter had the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, an Alternative Issuance in shares of Class A common stock, par value $0.0001 per share, of indie Semiconductor, Inc. (the “Class A common stock”).
The Business Combination. On August 10, 2023, the Company domesticated as a Delaware corporation and changed its name to “Jxx.XX Inc.” and completed its business combination with Jet Token Inc. (the “Business Combination”). In accordance with Section 4.4 of this Agreement, upon effectiveness of the Business Combination, the holders of the Warrants thereafter had the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, an Alternative Issuance in shares of common stock, par value $0.0001 per share, of Jxx.XX Inc. (the “Common Shares”).
The Business Combination. Pursuant to the Arrangement Agreement, the Parties have agreed to undertake a transaction on the terms and conditions set out in the Arrangement Agreement (the “Proposed Transaction”) pursuant to which, among other things:
(a) the Purchaser shall acquire, by way of a plan of arrangement under section 288 of the BCBCA, all of the outstanding common shares in the capital of the Company in exchange for $0.85 in cash and 0.0625 of a warrant to purchase Alamos common shares per common share; and
(b) the Company shall become a direct or indirect wholly-owned subsidiary of the Purchaser. Capitalized terms used in this Agreement and not otherwise defined herein that are defined in the Arrangement Agreement shall have the respective meanings ascribed thereto in the Arrangement Agreement.