Canadian Amalgamation definition

Canadian Amalgamation means the amalgamation of Northstar Canadian Operations Corp. with its wholly-owned subsidiary 1854237 Ontario Limited and with Xxxxxx Togs Children’s Limited and The Genuine Canadian Corp., each a wholly-owned subsidiary of 1854237 Ontario Limited under subsection 177(1) of the Business Corporation Act (Ontario). Promptly following the Canadian Amalgamation, The Genuine Canadian Corp. shall execute and deliver to the Administrative Agent and the Canadian Agent the Canadian Confirmation Agreement.
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Canadian Amalgamation means all of the following:
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Canadian Amalgamation means the amalgamation of Northstar Canadian Operations Corp. with its wholly-owned subsidiary 1854237 Ontario Limited and with Bonnie Togs Children’s Limited and The Genuine Canadian Corp., each a wholly- owned subsidiary of 1854237 Ontario Limited under subsection 177(1) of the Business Corporation Act (Ontario).
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Examples of Canadian Amalgamation in a sentence

  • Borrower may cause the Canadian Amalgamation to occur so long as at the time of such transaction (a) no Default Under This Agreement or Event of Default shall then exist or immediately thereafter shall begin to exist, and (b) Borrower is in full compliance with the loan documents both prior to and subsequent to the Canadian Amalgamation.

  • Neither Acquiror nor, to the knowledge of Acquiror, any of its subsidiaries or affiliates, has taken or agreed to take any action that would prevent either the U.S. Merger or the Canadian Amalgamation from being effected as a pooling of interests under GAAP or the rules and regulations promulgated by the Commission, or would prevent the U.S. Merger or the Canadian Amalgamation from constituting transaction qualifying as a reorganization under Section 368(a) of the Code.

  • Borrower may cause the Canadian Amalgamation to occur so long as at the time of such transaction (a) no Unmatured Event of Default or Event of Default shall then exist or immediately thereafter shall begin to exist, and (b) the Companies are in full compliance with the Loan Documents both prior to and subsequent to the Canadian Amalgamation.


More Definitions of Canadian Amalgamation

Canadian Amalgamation shall have the meaning assigned to such term in the preamble.
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Related to Canadian Amalgamation

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

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • 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;

  • Australian Subsidiary means any Subsidiary that is organized under the laws of Australia or any province or territory thereof.

  • 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.

  • Amalgamating Corporations means both of them;

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

  • Subsidiary of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity interests is owned or controlled directly or indirectly by such Person, or one or more of the Subsidiaries of such Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a "Subsidiary" refer to a Subsidiary of the Company.

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

  • Canadian Pledge Agreement means a pledge agreement in a form to be agreed upon, and to be executed in favor of the Canadian Administrative Agent, for the benefit of the holders of the Canadian Borrower Obligations, by the Canadian Borrower and each Canadian Guarantor, as amended or modified from time to time in accordance with the terms hereof.

  • Canadian Subsidiaries means the Subsidiaries organized under the laws of Canada or any province, territory or other political subdivision thereof.

  • Consolidation means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

  • Canadian Subsidiary Guarantor each Canadian Subsidiary of any Canadian Borrower which executes and delivers the Canadian Guarantee and Collateral Agreement, in each case, unless and until such time as the respective Canadian Subsidiary Guarantor ceases to constitute a Canadian Subsidiary of the Parent Borrower or is released from all of its obligations under the Canadian Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.

  • Borrowing Subsidiary means any Subsidiary that has been designated as such pursuant to Section 2.18 and that has not ceased to be a Borrowing Subsidiary as provided in such Section.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Canadian Guarantor means each Guarantor that is incorporated or otherwise organized under the laws of Canada or any province or territory thereof.

  • Merger has the meaning set forth in the Recitals.

  • Wholly Owned Subsidiary Guarantor any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

  • Domestic winery means a place where wines are manufactured

  • Foreign Guarantor means Parent and each Guarantor that is a Foreign Subsidiary.

  • Domestic Loan Party means any Loan Party organized under the laws of any state of the United States of America or the District of Columbia.

  • Canadian Person means any person who is a national or resident of Canada, any corporation, partnership, or other entity created or organized in or under the laws of Canada or of any political subdivision thereof, or any estate or trust the income of which is subject to Canadian Federal income taxation, regardless of its source (other than any non-Canadian branch of any Canadian Person), and shall include any Canadian branch of a person other than a Canadian Person.

  • Wholly Owned Subsidiary means any Subsidiary of a Person in respect of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person.

  • Canadian financial institution means (i) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or (ii) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

  • 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.

  • Domestic Loans means CD Loans or Base Rate Loans or both.