Common use of The Amalgamation Clause in Contracts

The Amalgamation. (a) Gateway agrees that promptly, but in any event within 20 days after the date hereof, it will cause Amalgamation Sub to be formed under the laws of Bermuda. Gateway agrees that it will own 100% of the common shares of the Amalgamation Sub at the Effective Time. At the Effective Time, Amalgamation Sub shall be amalgamated (the “Amalgamation”) with the Company in accordance with the provisions of the Companies Act and this Agreement, and the separate existence of Amalgamation Sub and the Company shall thereupon cease. The company resulting from the Amalgamation shall operate under the name of “FLAG Telecom Group Limited” and continue under the provisions of the Companies Act and other applicable Bermuda law and is referred to herein as the “Amalgamated Company”. (b) The Amalgamation shall be consummated by filing with the Registrar of Companies of Bermuda (the “Registrar”) a duly executed and verified application for registration of the Amalgamated Company and such other documents as are required by the Companies Act. The Amalgamation shall be effective on the date shown in the Certificate of Amalgamation issued by the Registrar (the “Effective Time”). Prior to the filing referred to in this Section 2.01(b), a closing (the “Closing”) shall be held, which shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the first Business Day on which each of the conditions set forth in Article 9 shall have been fulfilled or waived (if permissible under applicable law), or at such other time and place as Gateway and the Company may agree. (c) From and after the Effective Time, the Amalgamated Company shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Amalgamation Sub, all as provided in the applicable provisions of the Companies Act.

The Amalgamation. (a) Gateway agrees The Seller and the Purchaser agree that promptly, but in any event within 20 days after the date hereof, it will cause Amalgamation Sub to be formed under the laws of Bermuda. Gateway agrees that it will own 100% of the common shares of the Amalgamation Sub at will be implemented in accordance with and subject to the Effective Time. terms and conditions contained in this Agreement and as more fully set forth in the Amalgamation Agreement, including, without limitation, as follows: (i) At the Effective Time, Amalgamation Sub AcquireCo and NewCo shall be amalgamated (the “Amalgamation”) with the Company in accordance with and shall continue as one company, being Amalco, pursuant to the provisions of the Companies Act and this Agreement, and the separate existence of Amalgamation Sub and the Company shall thereupon cease. The company resulting from the Amalgamation shall operate under the name of “FLAG Telecom Group Limited” and continue under the provisions Section 279 of the Companies Act BCBCA. (ii) At the Effective Time: (A) each of the NewCo Shares issued and other applicable Bermuda law outstanding immediately prior to the Effective Time shall be exchanged by the Seller for one (1) fully paid and is referred non-assessable Consideration Share and one (1) Top- Up Special Warrant; (B) each issued and outstanding Newco Share held by the Purchaser as a result of the exchange of Newco Shares for Consideration Shares and Top-Up Special Warrants (as herein defined) pursuant to herein as Section 2.01(ii)(A) will be immediately exchanged for one (1) fully paid and non-assessable Amalco Shares; and (C) each issued and outstanding AcquireCo Share held by the “Amalgamated Company”Purchaser will be exchanged for one (1) fully paid and non-assessable Amalco Share. (b) The Amalgamation shall be consummated by filing with Seller agrees that 4,500,000 of the Registrar of Companies of Bermuda Consideration Shares issuable to the Seller on the Effective Date (the “RegistrarLocked-Up Shares”) will be subject to a duly executed and verified application for registration of the Amalgamated Company and such other documents as are required by the Companies Act. The Amalgamation shall be effective contractual restriction on the date shown in the Certificate of Amalgamation issued by the Registrar resale (the “Effective TimeLock-Up Restriction”). Prior , pursuant to which the filing referred Seller will agree not to sell, deal in, assign, transfer in this Section 2.01(b)any manner whatsoever, a closing (the “Closing”) shall be heldor agree to sell, which shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇deal in, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the first Business Day on which each assign or transfer in any manner whatsoever any of the conditions set forth Locked-Up Shares so issued for a period of 60 days from and including the Effective Date, except as may be required by reason of the dissolution or bankruptcy of the Seller, until released in Article 9 shall have been fulfilled or waived (if permissible under applicable law), or at such other time accordance with the terms of the Lock-Up Agreement. The Seller further acknowledges and place as Gateway and agrees that the Company may agreeLocked-Up Shares will bear legends reflecting the Lock-Up Restriction. (c) From Fractional Consideration Shares will not be issued under the Amalgamation, and after no cash payment or other form of consideration will be payable in lieu thereof. Where the Effective Timeaggregate number of Consideration Shares to be issued to the Seller under the Amalgamation would result in a fraction of a Consideration Share being issuable, the Amalgamated Company shall possess all number of Consideration Shares to be issued to the rights, powers, privileges and franchises and Seller will be subject rounded down to all of the obligations, liabilities, restrictions and disabilities of the Company and Amalgamation Sub, all as provided in the applicable provisions of the Companies Actnext whole number.

The Amalgamation. (a) Gateway agrees that promptly, but in any event within 20 days after the date hereof, it will cause Amalgamation Sub Not less than one Business Day prior to be formed under the laws of Bermuda. Gateway agrees that it will own 100% of the common shares of the Amalgamation Sub at the Effective Time. , the SPAC will complete the SPAC Continuance. (b) At the Effective Time, Amalgamation Sub shall be amalgamated (the “Amalgamation”) with the Company in accordance with the provisions of the Companies Act and this Agreement, and the separate existence of Amalgamation Merger Sub and the Company shall thereupon cease. The company resulting from complete the Amalgamation shall operate under the name of “FLAG Telecom Group Limited” and continue under as one company, being Amalco, pursuant to the provisions of the Companies Act and other applicable Bermuda law and is referred to herein as the “Amalgamated Company”. (b) The Amalgamation shall be consummated by filing with the Registrar of Companies of Bermuda (the “Registrar”) a duly executed and verified application for registration section 269 of the Amalgamated Company and such other documents as are required by the Companies Act. The Amalgamation shall be effective on the date shown in the Certificate of Amalgamation issued by the Registrar (the “Effective Time”). Prior to the filing referred to in this Section 2.01(b), a closing (the “Closing”) shall be held, which shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the first Business Day on which each of the conditions set forth in Article 9 shall have been fulfilled or waived (if permissible under applicable law), or at such other time and place as Gateway and the Company may agreeBCBCA. (c) From and after At the Effective Time, the Amalgamated Company shall possess all the rights, powers, privileges and franchises and be subject to all as a result of the obligationsAmalgamation: (i) each holder of Company Shares (other than Dissenting Shareholders, liabilitiesthe SPAC and any wholly-owned subsidiary of the SPAC) shall exchange such holder’s Company Shares for such number of SPAC Class A Ordinary Shares that is equal to such Company Shareholder’s Pro Rata Share of the Exchange Consideration (less the Escrow Shares), restrictions as fully paid and disabilities non-assessable shares, entries will be made in the central securities register of the Company to reflect the transfer of such Company Shares to the SPAC, and Amalgamation Sub, all as provided entries will be made in the applicable provisions central securities register of the Companies ActSPAC to reflect the issuance of such SPAC Shares; (ii) each issued and outstanding Company Share held by the SPAC as a result of the exchange of Company Shares for SPAC Class A Ordinary Shares pursuant to Section 1.1(c)(i) will be immediately exchanged for one fully paid and non-assessable Amalco Share, following which each such Company Share shall be cancelled; (iii) each issued and outstanding Company Share held by the SPAC and any wholly-owned subsidiary of the SPAC (which were not exchanged in Section 1.1(c)(i)) shall be exchanged for one fully paid and non-assessable Amalco Share, following which each such Company Share shall be cancelled; (iv) each issued and outstanding Merger Sub Share held by the SPAC shall be exchanged for one fully paid and non-assessable Amalco Share, following which each such Merger Sub Share shall be cancelled; (v) the SPAC will add to its capital maintained in respect of SPAC Class A Ordinary Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the Company Shares immediately prior to the Amalgamation (less the paid-up capital of any Company Share held by Dissenting Shareholders, the SPAC, and any wholly-owned subsidiary of the SPAC, who do not exchange their Company Shares for SPAC Class A Ordinary Shares on the Amalgamation); (vi) Amalco will add to its capital maintained in respect of the Amalco Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the Merger Sub Shares and the Company Shares immediately prior to the Amalgamation (less the paid-up capital of any Company Share held by Dissenting Shareholders who do not exchange their Company Shares for SPAC Class A Ordinary Shares on the Amalgamation) immediately prior to the Amalgamation; and (vii) Amalco will become a wholly-owned subsidiary of the SPAC. (d) No fractional SPAC Class A Ordinary Share will be issued under the Amalgamation. Where the aggregate number of SPAC Class A Ordinary Shares to be issued to any Company Shareholder under the Amalgamation would result in a fraction of a SPAC Class A Ordinary Share being issuable, the number of SPAC Class A Ordinary Shares to be issued to such Company Shareholder shall be rounded down to the next whole number, and no cash or other consideration shall be paid or payable in lieu of such fraction of a SPAC Class A Ordinary Share. (e) The Amalco Articles shall be substantially in the form attached hereto as Exhibit F.

The Amalgamation. Bruin Point, Newco and Karoo hereby covenant and agree to implement the Amalgamation in accordance with the terms and subject to the conditions of this Agreement, as follows: (a) Gateway agrees that promptlyat or prior to the Effective Time: (i) Karoo will complete the Karoo Consolidation and Name Change and will sign, but in any event within 20 days after as the date sole holder of the Newco Shares, the Newco Resolution; and (ii) the Bruin Point Shareholders will approve the Bruin Point Resolution; (b) at the Effective Time, Newco and Bruin Point shall amalgamate and continue as one company, being Amalco, pursuant to the provisions of Section 269 of the BCBCA; (c) at the Effective Time: (i) all of the Bruin Point Common Shares outstanding immediately prior to the Effective Time shall be cancelled, and holders of Bruin Point Common Shares outstanding immediately prior to the Effective Time, other than Karoo and Newco, shall receive, subject to subsection 2.1(e) hereof, it will cause Amalgamation Sub in exchange for their Bruin Point Common Shares so cancelled, that number of consolidated Karoo Post-Consolidation Shares equal to be formed under the laws number of BermudaBruin Point Common Shares so cancelled. Gateway agrees Neither Karoo nor Newco shall receive any repayment of capital in respect of any Bruin Point Common Shares held by them that it will own 100% are cancelled pursuant to this subsection 2.1(c)(i);‌ (ii) all of the common shares of Newco outstanding immediately prior to the Amalgamation Sub Effective Time shall be cancelled and replaced with an equal number of common shares of Amalco issued by Amalco; (iii) as consideration for the issuance of Karoo Post-Consolidation Shares pursuant to the Amalgamation, Amalco shall issue to Karoo one common share of Amalco for each Karoo Post-Consolidation Share issued; and (iv) each Bruin Point Finder Warrant outstanding immediately prior to the Effective Time will be exchanged for a common share purchase warrant issued by Karoo (each a “Karoo Replacement Warrant”) to purchase that number of Karoo Post-Consolidation Shares equal to the number of Bruin Point Common Shares subject to the Bruin Point Finder Warrants immediately before the Effective Time at an exercise price per Karoo Post-Consolidation equal to the exercise price per Bruin Point Common Share under such Bruin Point Finder Warrant immediately before the Effective Time. At ; and‌ (v) each Bruin Point Option outstanding immediately prior to the Effective Time, Amalgamation Sub shall Time will be amalgamated exchanged for an option issued by Karoo pursuant to the Karoo Option Plan (the each a “AmalgamationKaroo Replacement Option”) with to purchase that number of Karoo Post- Consolidation Shares equal to the Company number of Bruin Point Common Shares subject to the Bruin Point Options immediately before the Effective Time at an exercise price per Karoo Post-Consolidation Share equal to the exercise price per Bruin Point Common Share under such Bruin Point Option immediately before the Effective Time;‌ (d) as a result of the foregoing: (i) in accordance with the provisions section 282 of the Companies Act BCBCA, among other things, the property, rights and this Agreementinterests of each of Bruin Point and Newco will continue to be the property, rights and interests of Amalco, and Amalco will continue to be liable for the separate existence obligations of Amalgamation Sub each of Bruin Point and Newco; and (ii) Amalco will be a wholly-owned subsidiary of Karoo; and (e) no fractional Karoo Post-Consolidation Shares will be issued under the Company shall thereupon ceaseAmalgamation. The company resulting from Where the aggregate number of Karoo Post-Consolidation Shares to be issued to any Former Bruin Point Shareholders under the Amalgamation shall operate under would result in a fraction of a Karoo Post-Consolidation Share being issuable, the name number of “FLAG Telecom Group Limited” and continue under the provisions of the Companies Act and other applicable Bermuda law and is referred Karoo Post-Consolidation Shares to herein as the “Amalgamated Company”. (b) The Amalgamation be issued to such holder shall be consummated by filing with rounded down to the Registrar of Companies of Bermuda (the “Registrar”) a duly executed next whole number, and verified application for registration of the Amalgamated Company and such no cash or other documents as are required by the Companies Act. The Amalgamation consideration shall be effective on the date shown paid or payable in the Certificate lieu of Amalgamation issued by the Registrar (the “Effective Time”). Prior to the filing referred to in this Section 2.01(b), such fraction of a closing (the “Closing”) shall be held, which shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the first Business Day on which each of the conditions set forth in Article 9 shall have been fulfilled or waived (if permissible under applicable law), or at such other time and place as Gateway and the Company may agree. (c) From and after the Effective Time, the Amalgamated Company shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Amalgamation Sub, all as provided in the applicable provisions of the Companies Act.Karoo Post-Consolidation Share.‌