Common use of Merger Events Clause in Contracts

Merger Events. Subject to the terms and conditions set forth in this Agreement, upon the Articles of Merger and Plan of Merger being filed with and accepted by the Florida Department of State, the following shall be deemed to have occurred sequentially at the Effective Time, without any further action by or notice to the Company, Schyan, or the holders of any Company Common Stock, Broker Warrants or Company Warrants, respectively: (a) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a SUB Shareholder (other than an SVS Shareholder, an MVS Shareholder, or a Canadian Resident Shareholder) shall be exchanged by such SUB Shareholder for one (1) fully paid and non-assessable Subordinate Voting Share, such that the SUB Shareholders shall have the number of Subordinate Voting Shares as set out in Schedule 3 hereto; (b) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by an SVS Shareholder shall be exchanged by such SVS Shareholder for one (1) fully paid and non-assessable Super Voting Share, such that the SVS Shareholders shall have the number of Super Voting Shares as set out in Schedule 1 hereto; (c) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by an MVS Shareholder shall be exchanged by such MVS Shareholder for one (1) fully paid and non-assessable Multiple Voting Share, such that the MVS Shareholders shall have the number of Multiple Voting Shares as set out in Schedule 2 hereto; (d) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a Canadian Resident Shareholder shall be transferred by such Canadian Resident Shareholders to Schyan in exchange for one (1) fully paid and non-assessable Subordinate Voting Share; (e) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall convert into one (1) share of common stock of Mergeco; (f) each Broker Warrant outstanding immediately prior to the Effective Time shall be exchanged by the holder thereof for one (1) Resulting Issuer Broker Warrant on economically equivalent terms; (g) each Company Warrant outstanding immediately prior to the Effective Time shall be exchanged by the holder thereof for one (1) Resulting Issuer Warrant on economically equivalent terms; (h) all Broker Warrants and Company Warrants exchanged for Resulting Issuer Broker Warrants and Resulting Issuer Warrants, respectively, in accordance with Subsections 2.7(f) and 2.7(g) hereof shall be cancelled; and (i) Mergeco shall be a wholly-owned subsidiary of the Resulting Issuer.

Merger Events. Subject to (a) Upon the terms and subject to the conditions set forth in this Agreement, upon the Articles of Merger and Plan of Merger being filed with and accepted by the Florida Department of State, the following shall be deemed to have occurred sequentially at the Effective Time, by virtue of the Merger and without any further action by or notice to on the part of the Company, SchyanSubco and Purchaser, or any holder of shares of the holders of any Company Common Stock, Broker Warrants or Company Warrants, respectivelyCompany’s capital stock: (ai) each share issued and outstanding Company Common Share will automatically be converted into the right to receive a number of Resulting Issuer Common Shares determined as the number of Company Common Stock issued and Shares held multiplied by the Exchange Ratio; (ii) each Company Option outstanding immediately prior to the Effective Time will be cancelled and held by a SUB Shareholder exchanged for Resulting Issuer Options on the following basis: (other than an SVS Shareholder, an MVS Shareholder, or a Canadian Resident ShareholderA) shall be exchanged by such SUB Shareholder for one (1) fully paid and non-assessable Subordinate Voting Share, such that the SUB Shareholders shall have the number of Subordinate Voting Resulting Issuer Common Shares as set out in Schedule 3 hereto; (b) each share subject to the Resulting Issuer Option, rounded down to the nearest whole share, will equal the number of Company Common Stock issued and outstanding Shares issuable upon exercise of the Company Option immediately prior to the Effective Time and held multiplied by an SVS Shareholder shall be exchanged by such SVS Shareholder for one (1) fully paid and non-assessable Super Voting Share, such that the SVS Shareholders shall have the number of Super Voting Shares as set out in Schedule 1 heretoExchange Ratio; (cB) the other terms and conditions of the Resulting Issuer Option will be equivalent to the terms and conditions of the Company Option, including with respect to term, expiry date and vesting; (C) the Resulting Issuer Options will otherwise be governed by the Purchaser Stock Option Plan; (D) it is the intention of the Parties that each share assumed Resulting Issuer Option shall continue to qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent the related Company Common Stock issued and outstanding Option qualified as an incentive stock option immediately prior to the Effective Time Time; and (E) the exercise price per share and held by an MVS Shareholder shall be exchanged by such MVS Shareholder for one (1) fully paid and non-assessable Multiple Voting Share, such that the MVS Shareholders shall have the number of Multiple Voting Resulting Issuer Common Shares purchasable pursuant to each exchanged for Company Option following the Effective Time as set out well as the terms and conditions of such option shall be determined in Schedule 2 heretoa manner in order to comply with Sections 424(a) and 409A of the Code; (diii) each share outstanding Company Warrant will be cancelled and exchanged for Resulting Issuer Warrants on the following basis: (A) the number of Resulting Issuer Common Shares subject to the Resulting Issuer Warrant will equal the number of Company Common Stock issued and outstanding Shares issuable upon exercise of the Company Warrant immediately prior to the Effective Time and held Time, multiplied by a Canadian Resident Shareholder shall be transferred by such Canadian Resident Shareholders to Schyan in exchange for one (1) fully paid and non-assessable Subordinate Voting Sharethe Exchange Ratio; (eB) the exercise price of the Resulting Issuer Warrant will equal the exercise price of the Company Warrant divided by the Exchange Ratio; (C) the other terms and conditions of the Resulting Issuer Warrant will be equivalent to the terms and conditions of the Company Warrant, including with respect to term and expiry date; and (iv) each outstanding Company Performance Warrant will be cancelled and exchanged for Resulting Issuer Performance Warrants on the following basis: (A) the number of Resulting Issuer Common Shares subject to the Resulting Issuer Performance Warrant will equal the number of Company Common Shares issuable upon exercise of the Company Performance Warrant immediately prior to the Effective Time, multiplied by the Exchange Ratio; (B) the exercise price of the Resulting Issuer Performance Warrant will equal the exercise price of the Company Performance Warrant divided by the Exchange Ratio; (C) the other terms and conditions of the Resulting Issuer Performance Warrant will be equivalent to the terms and conditions of the Company Performance Warrant, including with respect to term and expiry date; and (v) each share of Company Common Stock Subco common stock issued and outstanding immediately prior to the Effective Time shall convert be converted into and become one (1) share of common stock of Mergeco; (f) each Broker Warrant outstanding immediately prior to the Effective Time shall be exchanged by the holder thereof for one (1) Resulting Issuer Broker Warrant on economically equivalent terms; (g) each Company Warrant outstanding immediately prior to the Effective Time shall be exchanged by the holder thereof for one (1) Resulting Issuer Warrant on economically equivalent terms; (h) all Broker Warrants and Company Warrants exchanged for Resulting Issuer Broker Warrants and Resulting Issuer Warrants, respectively, in accordance with Subsections 2.7(f) and 2.7(g) hereof shall be cancelled; and (i) Mergeco such that Mergeco shall be a wholly-owned subsidiary of the Resulting Issuer.