BC Amalco definition

BC Amalco shall have the meaning ascribed to such term in Section 3.2.
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BC Amalco means 1299311 B.C. Ltd., a company existing under the BCBCA that is a wholly owned subsidiary of Contact Nevada;
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Examples of BC Amalco in a sentence

  • Contact Nevada shall perform all obligations required or desirable to be performed by Contact Nevada under this Agreement, co-operate with BC Amalco in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective the transactions contemplated in this Agreement.

  • BC Amalco is a company duly incorporated or an entity duly created and validly existing under the BCBCA and has all necessary corporate or other power and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted.

  • BC Amalco shall perform all obligations required or desirable to be performed by BC Amalco under this Agreement, co-operate with Contact Nevada in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective the transactions contemplated in this Agreement.

  • There are no consents, approvals or notices required from any third party to proceed with the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement other than the execution and delivery of the BC Amalco Arrangement Resolution by Contact Nevada, the sole shareholder of BC Amalco, and obtaining the Final Order.

  • The representations and warranties of BC Amalco contained in this Agreement shall not survive the completion of the transactions contemplated by this Agreement, including the Arrangement, and shall expire and be terminated on the earlier of the Effective Date and the date on which this Agreement is terminated in accordance with its terms.

  • BC Amalco has the requisite corporate power and capacity to enter into this Agreement and to perform its obligations hereunder.

  • This Agreement has been duly executed and delivered by BC Amalco and constitutes a legal, valid and binding obligation of BC Amalco enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

  • Contact Nevada and BC Amalco have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

  • The execution and delivery of this Agreement by BC Amalco and the performance of its obligations thereunder have been duly authorized by its shareholder in accordance with the terms of its articles and except for the approval of the BC Amalco Arrangement Resolution no other corporate proceedings on its part are necessary to authorize this Agreement or the Arrangement.

  • This Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time (notwithstanding any approval of this Agreement or the Contact Continuation Resolution, the Contact Arrangement Resolution or of the Arrangement by the Court and the making of the Final Order) by mutual written agreement of Contact Nevada and BC Amalco.

Related to BC Amalco

  • Amalco means the corporation continuing from the Amalgamation;

  • Existing Shareholders has the meaning set forth in the preamble.

  • Holdco has the meaning set forth in the Preamble.

  • Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.

  • Ordinary Shareholders means the holders of the Ordinary Shares of the Company.

  • Exchangeable Shares means the exchangeable shares in the capital of the Company, having the rights, privileges, restrictions and conditions set forth herein;

  • Domestic Corporation means an entity that is treated as a corporation for United States federal income tax purposes and is a U.S. Tax Person.

  • Amalco Common Shares means common shares in the capital of Amalco;

  • Amalgamating Corporations means both of them;

  • Topco has the meaning set out in the Preamble;

  • Subco means 1102209 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia;

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Amalco Shares means the common shares in the capital of Amalco;

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

  • AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.

  • BVI means the British Virgin Islands;

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Qualifying corporation means any person classified for federal income tax purposes as an association taxable as a corporation, except either of the following:

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) of any other Person.

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Existing Shares means shares of the Company Common Stock Beneficially Owned by Stockholder as of the date hereof.