Domestication has the meaning specified in the Recitals hereto.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Reorganization Transactions shall have the meaning set forth in the Recitals.
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;
Company Merger has the meaning specified in the Recitals hereto.
Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
Second Merger has the meaning set forth in the Recitals.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
DLLCA means the Delaware Limited Liability Company Act.
EC Merger Regulation means the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Certificate of Merger has the meaning set forth in Section 2.2.
Permitted Merger shall have the meaning set forth in Section 3.01.
Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Company Acquisition Transaction means any transaction or series of transactions involving:
OBCA means the Business Corporations Act (Ontario);
Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;
SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.
Plan of Merger has the meaning set forth in Section 2.2.
Articles of Merger has the meaning set forth in Section 2.2.
Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
First Merger has the meaning set forth in the Recitals.