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 given to such term 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 ascribed thereto in the recitals to this Agreement.
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 has the meaning set forth in Section 5.3(d).
Definitive Acquisition Agreement means any agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding Common Shares of the Company and is with respect to (i) a share exchange, one-step merger, tender offer and second-step merger, consolidation, recapitalization, reorganization, business combination or similar transaction involving the Company, or (ii) the acquisition, directly or indirectly, of assets or earning power aggregating 50% or more of the consolidated assets or earning power of the Company and its Subsidiaries (taken as a whole).
Articles of Merger has the meaning set forth in Section 2.2.
Reorganization Agreement has the meaning set forth in the recitals.
Acquisition Agreements has the meaning specified in the Recitals.
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 means the Restatement Agreement to the Existing Credit Agreement, dated as of July 17, 2015, by and among the Borrower, the other Loan Parties, the Administrative Agent, the Lenders party thereto and the other parties thereto.
Existing Agreement has the meaning set forth in the Recitals.
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.
Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.