The Amalgamation Clause Samples

The Amalgamation. Upon the terms and subject to the conditions set forth in this Agreement and the Amalgamation Agreement, substantially in the form attached as Exhibit C hereto (the “Amalgamation Agreement”), and in accordance with the Companies Act, at the Effective Time, Amalgamation Sub and the Company shall amalgamate pursuant to the Companies Act and the amalgamated entity created on consummation of the Amalgamation of Amalgamation Sub and the Company shall continue as a Bermuda exempted company (the “Amalgamated Company”) as a result of the Amalgamation. The name of the Amalgamated Company shall be “Torus Insurance Holdings Limited”.

The Amalgamation. Subject to the terms and conditions of this Agreement, and in accordance with the applicable provisions of the Bermuda Companies Act and the constitutional documents of the Company, at the Effective Time, (a) Amalgamation Sub and the Company shall amalgamate and the amalgamated company resulting from the Amalgamation shall continue as a Bermuda exempted company limited by shares (the “Amalgamated Company”), and (b) the Amalgamation shall have the effects set forth in this Agreement and Section 109(1) of the Bermuda Companies Act. As a result of the Amalgamation, the Amalgamated Company shall become a wholly-owned Subsidiary of Parent. The name of the Amalgamated Company shall be Global Sources Ltd.

The Amalgamation. Upon the terms and subject to the conditions set forth in this Agreement and in the Amalgamation Agreement, and in accordance with applicable provisions of the Companies Act, at the Effective Time, Amalgamation Sub and the Company shall amalgamate and the Company and Amalgamation Sub shall continue as one company as a result of the Amalgamation.

The Amalgamation. Upon the terms and subject to the conditions herein set forth, and in accordance with The Companies Act 1981 ("CA"), the Amalgamating Companies shall make the appropriate filings with the Registrar of Companies in Bermuda and IEL shall be amalgamated with and into Sub at the Effective Time (as hereinafter defined). Following the Amalgamation, the separate corporate existence of IEL shall cease and IEL and Sub shall continue as the amalgamated company (the "Amalgamated Company") and shall continue to exist as a company incorporated and governed by the laws of Bermuda.

The Amalgamation. Section 3.1. The Amalgamation 19 Section 3.2. Effects of the Amalgamation 19 Section 3.3. Amalgamation Closing; Amalgamation Effective Time 19 Section 3.4. Amalgamation Closing Deliverables 20 Section 3.5. Governing Documents 21 Section 3.6. Directors and Officers 21

The Amalgamation. DecisionPoint and MergerCo shall amalgamate to form the Amalgamated Corporation and shall continue as one corporation under the OBCA, with the effect set forth in Subsection 182(1)(d) of the OBCA, as follows: (a) Each whole DecisionPoint Common Share shall be converted into and each holder of DecisionPoint Common Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Share for each whole DecisionPoint Common Share, with holders of DecisionPoint Common Shares receiving not more than 4,593,661 Comamtech Shares; (b) Each whole DecisionPoint Preferred Share shall be converted into and each holder of DecisionPoint Preferred Shares shall be entitled to receive, subject to Sections 4.1 and 4.4, 0.125 of a Comamtech Convertible Preferred Share for each whole DecisionPoint Preferred Share, with holders of DecisionPoint Preferred Shares receiving not more than 362,500 Series A Cumulative Convertible Preferred Shares; (c) The name of the Amalgamated Corporation shall be specified in the Articles of Arrangement by DecisionPoint prior to or on the Effective Date; (d) The address of the registered office of the Amalgamated Corporation shall be 3▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ Centre, Box 20 T▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇; (e) There shall be no restrictions on the business that the Amalgamated Corporation may carry on or on the powers it may exercise; (f) At the time of the filing of Articles of Arrangement with the Director, the Amalgamated Corporation shall be authorized to issue an unlimited number of common shares having the rights, privileges, restrictions and conditions as provided in Schedule 2 attached hereto; (g) The board of directors of the Amalgamated Corporation shall consist of not less than a minimum of one nor more than a maximum of 12 which, until changed in accordance with the OBCA, shall be fixed at 2. The initial directors of the Amalgamated Corporation shall be N▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and M▇▇▇ ▇▇▇▇▇▇▇; (h) The by-laws of the Amalgamated Corporation shall be as provided in Schedule 3 attached hereto; (i) The transfer of shares in the capital of the Amalgamated Corporation shall be restricted in that no share may be transferred without either: (i) the consent of the directors of the Amalgamated Corporation expressed by resolution passed by the board of directors of the Amalgamated Corporation or by an instrument or instruments in writing signed by all of such directors, or (ii) the consent of the holders of shares to which are...

The Amalgamation. At the Closing Time (as defined in Section 1.2 below) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Business Corporations Act (Ontario) (the "Act") BackWeb Canada and Lanacom shall be amalgamated in order to create the Surviving Corporation.

The Amalgamation. (a) Upon the terms and subject to the conditions set forth in this Agreement, following the Merger Effective Time at the Amalgamation Closing, Amalgamation Sub and the Company (Amalgamation Sub and the Company sometimes being referred to herein as the “Amalgamating Entities”) shall amalgamate and continue as one company, with the Company being the surviving company in the Amalgamation (hereinafter referred to for the periods at and after the Amalgamation Effective Time as the “Surviving Company”), and as a wholly-owned Subsidiary of PubCo.

The Amalgamation. 2.1 ▇▇▇▇▇, MergerSub and Target agree that MergerSub and Target shall amalgamate pursuant to the provisions of the OBCA as of the Effective Date and continue as one corporation on the terms and conditions set out in this Agreement. Each of ▇▇▇▇▇ and Target acknowledge and agree that: (i) the Amalgamation and the matters related thereto as contemplated hereby are subject to: (a) the receipt of all regulatory approvals, including without limitation the requisite approval of the Applicable Exchange; and (b) the receipt of all applicable approvals of the Amalgamation by the shareholders of each of Target and MergerSub, all in accordance with Applicable Law and the requisite regulations of the Applicable Exchange; and (ii) in connection with the Amalgamation and the transactions contemplated herein, certain ▇▇▇▇▇ Post- Consolidation Shares, including those issued in exchange for issued and outstanding Target Shares, may be subject to escrow if required by the CSE and Applicable Canadian Securities Laws. 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 ▇▇▇▇▇, Target and MergerSub covenant and agree to: (a) co-operate with each other in the preparation and submission of the Circular and 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; (b) 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 as set forth in the Circular by the Outside Date, including, without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: (i) the requisite approval of the TSXV for the Delisting; (ii) the requisite approval of the CSE for the Amalgamation and the transactions contemplated herein including the listing thereon of the ▇▇▇▇▇ Post- Consolidation Shares to be issued in connection with the Amalgamation and the transactions contemplated herein; (iii) causing all applicable securityholders to enter into the requisite escrow agreements required by the CSE and Applicable Canadian Securities Laws in connection with item (ii) above; and (iv) such other consents, orders or approvals as counsel to ▇▇▇▇▇, Target a...