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. 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) 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 Each whole DecisionPoint Common Share shall be amalgamated (the “Amalgamation”) 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 the Company in accordance with the provisions holders 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”.DecisionPoint Common Shares receiving not more than 4,593,661 Comamtech Shares; (b) The Amalgamation Each whole DecisionPoint Preferred Share shall be consummated by filing 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 the Registrar holders of Companies of Bermuda DecisionPoint Preferred Shares receiving not more than 362,500 Series A Cumulative Convertible Preferred Shares; (the “Registrar”c) a duly executed and verified application for registration The name of the Amalgamated Company and such other documents as are required by the Companies Act. The Amalgamation Corporation shall be effective specified in the Articles of Arrangement by DecisionPoint prior to or on the date shown in Effective Date; (d) The address of the Certificate registered office 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”) Amalgamated Corporation shall be held, which shall take place at the offices of ▇▇▇ ▇▇▇ ▇▇▇▇ & ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ Centre, Box 20 ▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇; (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 ▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇, on the first Business Day on which each ▇▇; (h) The by-laws of the conditions set forth in Article 9 Amalgamated Corporation 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 Schedule 3 attached hereto; (i) The transfer of shares in the applicable provisions capital of the Companies 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 attached more than 50% of the voting rights attaching to all shares for the time being outstanding entitled to vote at such time expressed by a resolution passed by such shareholders at a meeting duly called and constituted for that purpose or by an instrument or instruments in writing signed by all of such shareholders; (j) Each whole common share of MergerCo outstanding immediately prior to the Effective Date shall be converted into, and each holder of common shares of MergerCo shall be entitled to receive, one common share in the capital of the Amalgamated Corporation for each whole common share of MergerCo; (k) The stated capital account of the common shares of the Amalgamated Corporation shall be set at an amount equal to (i) the “paid-up capital” (within the meaning of the Tax Act) of the common shares of MergerCo outstanding immediately prior to the Effective Date, (ii) the “paid-up capital” (within the meaning of the Tax Act) of the DecisionPoint Common Shares being exchanged into Comamtech Shares and (iii) the “paid-up capital” (within the meaning of the Tax Act) of the DecisionPoint Preferred Shares being exchanged into Comamtech Convertible Preferred Shares.

The Amalgamation. (a) Gateway agrees that promptly, but in any event within 20 days after the date hereof, it will cause Amalgamation Sub 2.1 The Amalgamating Parties hereby agree 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” amalgamate and continue as one corporation under the provisions of the Companies Act OBCA upon the terms and other conditions hereinafter set out. Each of Ten Fifty-Five and MVC 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 CSE; (b) the receipt of all applicable Bermuda approvals of the Amalgamation by the shareholders of each of MVC and Ten Fifty- Five Subco, all in accordance with applicable law and is referred the requisite regulations of the CSE; and (c) the receipt of all applicable approvals of the Board Rollover, the Consolidation and, if required by the CSE, the Amalgamation by the shareholders of Ten Fifty-Five, all in accordance with applicable law and the requisite regulations of the CSE and (ii) in connection with the Amalgamation, certain Resulting Issuer Shares, including those issued in exchange for issued and outstanding MVC Shares, may be subject to escrow if required by the CSE. 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 MVC, Ten Fifty-Five Subco and Ten Fifty-Five covenant and agree to: (a) enter into the Amalgamation Agreement forthwith after receipt of all applicable regulatory approvals and the requisite approvals of the shareholders of each of MVC, Ten Fifty-Five and Ten Fifty-Five Subco to, as applicable, the “Amalgamated Company”.Board Rollover, the Consolidation and the Amalgamation, all as further set forth herein; (b) The Amalgamation shall be consummated by filing co-operate with each other in the Registrar of Companies of Bermuda (the “Registrar”) a duly executed preparation and verified application for registration submission of the Amalgamated Company Disclosure Documents, and in connection therewith provide the other parties with such information and material concerning its affairs as such other documents parties shall reasonably request; (c) 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 are set forth in the Disclosure Documents by December 31, 2018, including without limiting the generality of the foregoing, applying for, obtaining and/or effecting as applicable: (i) the requisite approval of the CSE for the Amalgamation and the listing thereon of the Resulting Issuer Shares to be issued in connection therewith, as applicable; (iii) causing all applicable securityholders to enter into the requisite escrow agreements required by the Companies Act. The CSE in connection with item (ii) above; and (iv) obtaining such other consents, orders or approvals as counsel to MVC, Ten Fifty-Five Subco and Ten Fifty-Five may advise are necessary or desirable to be obtained for the implementation of the Amalgamation and preparing and delivering all necessary documents in connection therewith; (d) use all commercially reasonable efforts to obtain to file articles of amendment under the CBCA in connection with the completion of the Consolidation and the Name Change and the Articles of Amalgamation under the OBCA to give effect to the Amalgamation; and (e) take and cause to be taken such other steps and actions and execute such other documents, agreements and instruments as may be reasonably necessary or desirable in connection with the consummation of the transactions contemplated hereby. 2.2 On the Effective Date, in accordance with the OBCA: (a) the Amalgamation of the Amalgamating Parties and their continuance as one corporation, Amalco, under the terms and conditions prescribed in this Agreement shall be effective on effective; (b) the date shown property of each of the Amalgamating Parties shall continue to be the property of Amalco; (c) Amalco shall continue to be liable for the obligations of each of the Amalgamating Parties; (d) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Parties shall be unaffected; (e) any civil, criminal or administrative action or proceeding pending by or against any of the Amalgamating Parties may be continued to be prosecuted by or against Amalco; (f) any conviction against, or ruling, order or judgment in favour of or against, any of the Amalgamating Parties may be enforced by or against Amalco; (g) the articles of amalgamation of Amalco shall be deemed to be the articles of incorporation of Amalco and the Certificate shall be deemed to be the Certificate of Amalgamation issued by incorporation of Amalco; (h) the Registrar (the “Effective Time”). Prior to the filing referred to in this Section 2.01(b), a closing (the “Closing”) Board Rollover shall be held, which completed; and (i) each of the existing officers of Ten Fifty-Five shall take place at resign and such resigning officers shall be replaced by nominees of MVC including the offices of appointment of: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & as President and Chief Operating Office; ▇▇. ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ as Chief Executive Officer; and ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇as Chief Financial Officer, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the first Business Day on which (in 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 case subject to all the receipt of the obligations, liabilities, restrictions and disabilities of the Company and Amalgamation Sub, all as provided in the applicable provisions of the Companies Actregulatory approvals).

The Amalgamation. (a) Gateway agrees 2.1 ▇▇▇▇▇, MergerSub and Target agree that promptly, but in any event within 20 days after the date hereof, it will cause Amalgamation Sub MergerSub and Target shall amalgamate pursuant 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 OBCA as of the Effective Date and continue as one corporation on the terms and conditions set out in 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 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 and MergerSub, as applicable, may advise are necessary or desirable to be obtained for the implementation of the Delisting, the Amalgamation, the Change of Business and the Listing Transaction, and preparing and delivering all necessary documents in connection therewith; (c) use all commercially reasonable efforts to obtain all applicable shareholder and regulatory approvals (including, without limitation, the requisite approval of the Applicable Exchange) in connection with: (i) each of the matters to be approved at the ▇▇▇▇, ▇ Meeting and the subsequent filing of the articles of amendment of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇under the Business Corporations Act (British Columbia); and (ii) the filing of the Articles in connection with the completion of the Amalgamation to give effect thereto; and (d) take and cause to be taken such other steps and actions and execute such other documents, on agreements and instruments as may be reasonably necessary or desirable in connection with the first Business Day on which each consummation of the transactions contemplated hereby. 2.2 Upon the terms and subject to the conditions set forth in Article 9 this Agreement, at the Effective Time: (a) Target and MergerSub shall have been fulfilled or waived be amalgamated and continue as one corporation; (if permissible under applicable law), or at such other time b) each of Target and place MergerSub shall cease to exist as Gateway and the Company may agree.entities separate from Amalco; (c) From the property of each of MergerSub and after Target shall continue to be the Effective Timeproperty of Amalco; (d) Amalco shall continue to be liable for the obligations of each of MergerSub and Target; and (e) the Articles shall be deemed to be the articles of incorporation of Amalco and, except for the purposes of subsection 117(1) of the OBCA, the Amalgamated Company Certificate of Amalgamation shall possess all deemed to be the rights, powers, privileges and franchises and be subject to all certificate of the obligations, liabilities, restrictions and disabilities incorporation of the Company and Amalgamation Sub, all as provided in the applicable provisions of the Companies ActAmalco.