BC Newco definition
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.
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.
BC Newco is not insolvent and is able to meet all of its financial liabilities as they become due and no winding-up, liquidation, dissolution or bankruptcy proceedings have been commenced or are being commenced or contemplated by BC Newco, and BC Newco has no knowledge of any such proceedings or transactions having been commenced or being contemplated in respect of BC Newco by any other party.
BC Newco is not a party to any Contract other than the Agreement and its registered and records office agreement dated November 25, 2020.
The execution and delivery of this Agreement by BC Newco and the consummation by BC Newco of the transactions contemplated by this Agreement have been duly authorized by the BC Newco Board and sole shareholder and no other corporate proceedings on the part of BC Newco are necessary to authorize this Agreement.
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 and has not had any liability to pay any Taxes.
BC Newco does not have any operations, and was formed for the purposes of the transactions contemplated by this Agreement.
Pubco, Verano, BC Newco, F▇▇▇▇ and Pubco Sub have caused this Amending Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
BC Newco is not subject to any judgments that are unsatisfied, any Governmental Order which in each such case has had a BC Newco Material Adverse Effect which would prevent or materially delay consummation of the transactions contemplated by this Agreement.