Amalgamation Sample Clauses

Amalgamation. Each Granting Party acknowledges and agrees that, in the event it amalgamates with any other company or companies, it is the intention of the parties hereto that the term “Grantor” or “Pledgor”, when used herein, shall apply to each of the amalgamating corporations and to the amalgamated corporation, such that the lien granted hereby: (a) shall extend to Collateral owned by each of the amalgamating corporations and the amalgamated corporations at the time of amalgamation and to any Collateral thereafter owned or acquired by the amalgamated corporation, and (b) shall secure all Obligations of each of the amalgamating corporations and the amalgamated corporations to the Canadian Collateral Agent and the Lenders at the time of amalgamation and all Obligations of the amalgamated corporation to the Canadian Collateral Agent and the Lenders thereafter arising. The Lien shall attach to all Collateral owned by each corporation amalgamating with Granting Party, and by the amalgamated corporation, at the time of the amalgamation, and shall attach to all Collateral thereafter owned or acquired by the amalgamated corporation when such becomes owned or is acquired.

Amalgamation. In accordance with the Transaction Agreement, the Amalgamating Parties hereby agree to amalgamate and continue as one corporation under the provisions of the Act upon the terms and conditions hereinafter set out.

Amalgamation. Subject to the provisions of this Agreement, the Amalgamating Companies hereby agree to amalgamate effective as of the Effective Time under the provisions of the BCBCA and to continue as one company on the terms and conditions hereinafter set out.

Amalgamation. The Corporation and Subco hereby agree to amalgamate and continue as one corporation under the provisions of the OBCA upon the terms and conditions hereinafter set forth. In furtherance of the foregoing, subject to the terms and conditions herein set forth and on the basis of the covenants, representations, warranties and agreements of the parties herein contained, each of the Acquiror, Subco and the Corporation covenant and agree to: (a) enter into the Amalgamation Agreement forthwith after receipt of the requisite approval of the shareholders of the Corporation to the Amalgamation, which Amalgamation Agreement shall give effect to the Amalgamation in accordance with the terms hereof; (b) The Acquiror shall effect the Consolidation and the Share Reclassification immediately prior to the Amalgamation; (c) co-operate with each other in the preparation and issuance of the Corporation Proxy Circular and in connection therewith provide the other parties with such information and material concerning its affairs as such other parties shall reasonably request, and to provide the other parties with an opportunity to review all disclosure in respect of the Corporation Proxy Circular and to make all such changes as are reasonably requested; (d) co-operate with each other in the preparation and filing of the Listing Statement and in connection therewith provide the other parties with such information and material concerning its affairs as such other parties shall reasonably request, and to provide the other parties with an opportunity to review all disclosure in respect of the Listing Statement, as applicable and to make all such changes as are reasonably requested; (e) use all commercially reasonable efforts and do all things necessary or reasonably desirable on its part to facilitate the implementation of the Amalgamation and all related matters in connection therewith, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: (i) the approval of the Exchange for the listing thereon of the Great Oak Common Shares; (ii) in the case of the Acquiror, effect the Consolidation, the Name Change and the Share Reclassification prior to the Effective Date; and (iii) obtain such other consents, orders or approvals as may be necessary or desirable to be obtained for the implementation of the Amalgamation, including without limitation those referred to in Article 9 hereof, and preparing and delivering all necessary docu...

Amalgamation. The Debtor acknowledges that if it amalgamates with any other corporation or corporations, to the extent permitted in the Credit Agreement, then (i) the Collateral and the Security Interest created by this Agreement will extend to and include all the property and assets of the amalgamated corporation and to any property or assets of the amalgamated corporation thereafter owned or acquired, (ii) the term “Debtor”, where used in this Agreement, will extend to and include the amalgamated corporation, and (iii) the term “Secured Obligations”, where used in this Agreement, will extend to and include the Secured Obligations of the amalgamated corporation.

Amalgamation. Each of Vesta and UHC agrees, unless such steps have already been completed, that as soon as reasonably commercially practicable or advisable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement and receipt of all shareholder and Regulatory Approvals, it shall take the following steps indicated for it: (a) Vesta shall incorporate Subco, with articles and by-laws to be in form satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one (1) Subco Common Share at a subscription price of $1.00; (b) UHC and Subco shall amalgamate by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and Vesta hereby covenants and agrees to issue the Vesta Shares required to be issued in connection with the Amalgamation; (c) Vesta shall cause the Articles of Amalgamation to be filed to effect the Amalgamation, under which UHC and Subco will amalgamate and continue as Amalco. Under the Amalgamation: (i) each UHC Share (including UHC Shares issued to Barisan in connection with the Barisan Transaction and the GEAR Consulting Fee) shall be exchanged for a number of Vesta Shares calculated by multiplying the Exchange Ratio by the number of UHC Shares outstanding and the UHC Shares thus exchanged shall be cancelled; (ii) each UHC Class A Share shall be exchanged for 1.33 fully paid and non-assessable Vesta Shares and the UHC Class A Common Shares thus exchanged shall be cancelled; (iii) the Subco Common Share will be cancelled and replaced by one Amalco Common Share; (iv) each UHC Warrant shall be replaced with 1.33 Vesta UHC Replacement Warrants; (v) each UHC Comp Warrant shall be replaced with one Vesta UHC Replacement Comp Warrant; (vi) as consideration for the issuance of the Vesta Shares to effect the Amalgamation, Amalco will issue to Vesta one Amalco Common Shares for each Vesta Share issued to holders of UHC Shares; (vii) all of the property and assets of each of Subco and UHC will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Subco and UHC; and (viii) Amalco will be a direct wholly-owned Subsidiary of Vesta; (d) at the Effective Time, Vesta shall issue or cause its registrar and transfer agent to issue certificates representing the appropriate number of Vesta Securities, such certificates to have...

Amalgamation. The Borrowers acknowledge that if, to the extent permitted under the Securities Purchase Agreement, either Borrower amalgamates or merges with any other Person (a) the term “

Amalgamation. The Amalgamating Corporations agree to amalgamate pursuant to the provisions of the Act as of the Effective Date and to continue as one corporation without share capital on the terms and conditions herein described.

Amalgamation. The Grantor acknowledges and agrees that in the event it amalgamates with any other corporation or corporations, it is the intention of the parties that the Security Interest (i) extends to all of the property and undertaking that each of the amalgamating corporations and the amalgamated corporation then has, or thereafter acquires, any right, title, interest in and all right, title and interest that each of the amalgamating corporations and the amalgamated corporation then has, or thereafter acquires or has, in any property and undertaking; and (ii) secures the payment and performance of all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due and owing by or otherwise payable by each of the amalgamating corporations and the amalgamated corporation to the Secured Parties at the time of amalgamation and any such obligations of the amalgamated corporation to the Secured Parties arising after the amalgamation. The Security Interest attaches to the additional collateral at the time of amalgamation and to any collateral thereafter owned or acquired by the amalgamated corporation when such becomes owned or is acquired. Upon any such amalgamation, the defined term “Grantor” means, collectively, each of the amalgamating corporations and the amalgamated corporation, the defined term “Collateral” means all of the property and undertaking and interests described in (i) above, and the defined term “Secured Obligations” means the obligations described in (ii) above.