Examples of BC Newco in a sentence
BC Newco does not have Subsidiaries or any direct or indirect interests in any Person.
For purposes of this Agreement, references to PubCo in the context of any point in time following the completion of the amalgamation of PubCo with BC Newco pursuant to the Arrangement and effectiveness of the Combination shall be deemed to refer to the Resulting Issuer.
Pubco, Verano, BC Newco, Fxxxx and Pubco Sub have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
True and complete copies of the constating documents of BC Newco have been delivered or made available to Cannex and 4Front, such documents are in full force and effect as of the date hereof, and BC Newco has not taken any action to amend or supersede such documents as of the date hereof.
BC Newco does not have any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that are not and would not, individually or in the aggregate with all other liabilities and obligations of BC Newco, have a BC Newco Material Adverse Effect, or, as a consequence of the consummation of the BC Newco Component of the Business Combination, have a BC Newco Material Adverse Effect.
BC Newco is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it, or the operation of its business and the nature of its activities as currently conducted, makes such licensing or qualification necessary.
BC Newco is not a party to any Contract other than the Agreement and its registered and records office agreement dated November 25, 2020.
BC Newco has not had any Tax Returns required to be made or prepared by it in accordance with applicable Law, or filed with the appropriate Governmental Entity.
There are no current Contracts or other transactions (including relating to indebtedness by BC Newco) between BC Newco on the one hand, and (i) any officer or director of BC Newco, (ii) any holder of record or, to the knowledge of BC Newco, beneficial owner of five percent or more of the voting securities of BC Newco, or (iii) any affiliate or Associate of any officer, director or beneficial owner, on the other hand.
Except as noted in Schedule “E”, Section (s) of the 4Front Disclosure Letter, the corporate records and minute books of 4Front and its Subsidiaries have been maintained in accordance with all applicable Laws, and the minute books of 4Front and its Subsidiaries as provided to Cannex and BC Newco are complete and accurate in all material respects.