Verano Agreement and Plan of Merger means the agreement and plan of merger to be entered into prior to the Effective Time among Verano, Pubco and LLC1;
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Plan of Merger has the meaning set forth in Section 2.2.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Merger Agreement has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.
Articles of Merger has the meaning set forth in Section 2.2.
Reorganization Agreement has the meaning set forth in the recitals.
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
WTO Agreement means the Marrakesh Agreement Establishing the World Trade Organization, done at Marrakesh on 15 April 1994.
Parent Agreement has the meaning given to it in Clause 12;
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Master Separation Agreement has the meaning set forth in the recitals.
Business Combination Agreement shall have the meaning given in the Recitals hereto.
Formal Agreement means the formal Agreement for Sale and Purchase of theProperty to be executed by the Vendor and the Purchaser in accordance with Clause 5.1 of the Conditions of Sale;
Transaction Agreement has the meaning set forth in the recitals.
unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.
Existing Agreement has the meaning set forth in the recitals hereto.
Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.
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.
Shareholder Agreement has the meaning set forth in the Recitals.
Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.