Agreement and Plan of Amalgamation definition

Agreement and Plan of Amalgamation means the Agreement and Plan of Amalgamation, dated as of March 3, 2010, by and among Harbor Point, the Company and Alterra Holdings Limited.
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Agreement and Plan of Amalgamation means the Agreement and Plan of Amalgamation, dated as of March 3, 2010, among PARENT, AMAL 1 and AMAL 2 (including the Annexes and Exhibits thereto, the Parent Disclosure Letter and the Company Disclosure Letter);
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Examples of Agreement and Plan of Amalgamation in a sentence

  • The term “this Agreement” means this Agreement and Plan of Amalgamation together with the Schedules and exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof.

  • On April 11, 2011, Level 3, Apollo Sub, and Global Crossing’s indirect parent company, Global Crossing Limited (“GCL”), entered into an Agreement and Plan of Amalgamation (the “Agreement”) whereby Apollo Sub and GCL will be merged under Bermuda Law.

  • Ladies and Gentlemen: Reference is made to the Agreement and Plan of Amalgamation dated as of March 1, 2009 and as amended March 5, 2009 (the “Agreement”), between IPC Holdings, Ltd., a Bermuda exempted company (“IPC”), IPC Limited, a Bermuda exempted company and a wholly-owned subsidiary of IPC, and Max Capital Group Ltd., a Bermuda exempted company (“Max”).

  • On March 11, 2014, the Company, Veranda Holdings Ltd., a Bermuda company and an indirect subsidiary of the Company (“Amalgamation Sub”), Xxxxxx Securityholders Representative LLC, a Delaware limited liability company, and Torus Insurance Holdings Limited, a Bermuda company (“Torus”), entered into an Amended and Restated Agreement and Plan of Amalgamation (the “Amalgamation Agreement”), pursuant to which Amalgamation Sub and the Company will amalgamate under the laws of Bermuda (the “Amalgamation”).

  • On April 10, 2011, GCL, Level 3 Parent, and Amalgamation Sub executed an Agreement and Plan of Amalgamation (“Amalgamation Agreement”) whereby GCL and Amalgamation Sub will, following the receipt of necessary stockholder and regulatory approvals, amalgamate pursuant to the Companies Act 1981 of Bermuda (“Companies Act”) and continue their existence as a single company, to be known as Level 3 GC Limited.

  • Genesis Lease Limited, AerCap and AerCap International Bermuda Limited, a wholly-owned subsidiary of AerCap Holdings N.V., entered into an Agreement and Plan of Amalgamation dated as of September 17, 2009 (as amended, the "Amalgamation Agreement"), pursuant to which Genesis Lease Limited will amalgamate with AerCap International Bermuda Limited in an all share-for-share transaction (the "Amalgamation").

  • Alterra was incorporated on July 8, 1999 under the laws of Bermuda.On March 3, 2010, Alterra entered into an Agreement and Plan of Amalgamation (the “Amalgamation Agreement”) with Alterra Holdings Limited (“Alterra Holdings”), a direct wholly-owned subsidiary of Alterra, and Harbor Point Limited (“Harbor Point”), a privately held company, pursuant to which Alterra Holdings amalgamated with Harbor Point (the “Amalgamation”).

  • In September 1996, Republic announced that the Agreement and Plan of Amalgamation, dated as of July 1, 1996 and amended as of July 15, 1996 (the "ADT Agreement"), by and among Republic, R.I./Triangle, Ltd.

  • Torus Insurance Holdings LimitedAmalgamation AgreementOn July 8, 2013, we, Veranda Holdings Ltd., or Veranda, an entity in which we own an indirect 60% interest through a 60% interest in Bayshore Holdings Limited, or Bayshore, Hudson Securityholders Representative LLC and Torus Insurance Holdings Limited, or Torus, entered into an Agreement and Plan of Amalgamation, or the Amalgamation Agreement.

  • Each prize is two adult standard camping tickets to one of the following festivals: FestivalFestival Live DatesLatitude22nd - 25th JulyKendal Calling29th July – 1st AugustLeeds25th - 29th AugustReading25th - 29th AugustCreamfields26th - 29th AugustIsle of Wight16th - 19th September We won’t substitute or change the prizes for a prize of an equivalent or greater value if circumstances beyond our control make it necessary to do so and there will be no cash alternative.

Related to Agreement and Plan of Amalgamation

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Amalgamation Application means the amalgamation application that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA in order to give effect to the Amalgamation, substantially in the form attached hereto as Schedule C;

  • Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Plan of Arrangement means the plan of arrangement, substantially in the form set out in Schedule A, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Amending Agreement means the Agreement of which a copy is set out in the Third Schedule to the Iron Ore (Hamersley Range) Agreement Xxx 0000 (which Agreement was approved by the Iron Ore (Hamersley Range) Agreement Act Amendment Act 1968);

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Original Facility Agreement means the facility agreement dated 19 December 2018 and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the Mandated Lead Arrangers, (iv) the Facility Agent and the SACE Agent and (v) the Security Trustee.

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Support Agreement has the meaning set forth in the Recitals.

  • Guaranty Agreement means an agreement executed by the Guarantors in substantially the form of Exhibit F-2 unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Main Agreement means the part of this Agreement that commences on the first page and ends with but includes Schedule A, excluding Section 3(d) (which incorporates this Schedule C into the Agreement).

  • Master Standby Agreement means the Master Agreement for Standby Letters of Credit dated as of the Closing Date between Borrower, as Applicant, and GE Capital, as Issuer.

  • Existing Agreement has the meaning set forth in the recitals.

  • Reconstitution Agreement The agreement or agreements entered into by the Company and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or Securitization Transaction.

  • Acquisition Agreements has the meaning specified in the Recitals.