The Business Combination Clause Samples

The Business Combination. 6 2.1 Business Combination Steps 6 2.2 Implementation Covenants 8 2.3 Board of Directors and Officers 9

The Business Combination. 2.1 Fireswirl, West Pacific and ▇▇▇▇▇▇ hereby agree that the Original Agreement is terminated pursuant to Section 10.1 of the Original Agreement. 2.2 Fireswirl, West Pacific and Subco hereby agree that, as soon as reasonably commercially practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.2, and subject to the terms and conditions of this Agreement, it shall take the following steps indicated for each such Party: (a) at the Closing Time, West Pacific and Subco shall amalgamate pursuant to the BCBCA and continue as one corporation, Amalco, and Fireswirl shall issue the Consideration Shares required to be issued in connection with the Amalgamation, upon the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement; (b) West Pacific and Subco shall jointly file with the Registrar the Amalgamation Application and such other documents as may be required to effect the Amalgamation, under which West Pacific and Subco will amalgamate and continue as Amalco, and under the Amalgamation, at the Closing Time: (i) each West Pacific Share outstanding and held by a West Pacific Shareholder and ▇▇▇▇▇▇ immediately prior to the Closing Time will be cancelled and extinguished and converted automatically into the right to receive a Consideration Share (provided that, for greater certainty, ▇▇▇▇▇▇ is entitled to receive 19.9% of the issued and outstanding shares of the Resulting Issuer on a post-Private Placement basis); (ii) the outstanding Subco Shares will be cancelled and replaced by Amalco Shares on the basis of one Amalco Share for each outstanding Subco Share; (iii) as consideration for the issue of the Consideration Shares, Amalco will issue to Fireswirl one Amalco Share for each Consideration Share issued to holders of West Pacific Shares; (iv) Fireswirl shall add to the stated capital maintained in respect of the Fireswirl Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the West Pacific Shares immediately prior to the Closing Time; (v) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the Tax Act of the Subco Shares and West Pacific Shares immediately prior to the Closing Time; (vi) the separate corporate existence of West Pacific and Subco will cease, and the resulting company of th...

The Business Combination. 9 2.1 The Arrangement..................................................................... 9 2.2

The Business Combination. Pursuant to the Arrangement Agreement, the Parties have agreed to undertake a transaction on the terms and conditions set out in the Arrangement Agreement (the “Proposed Transaction”) pursuant to which, among other things: (a) the Purchaser shall acquire, by way of a plan of arrangement under section 288 of the BCBCA, all of the outstanding common shares in the capital of the Company in exchange for $0.85 in cash and 0.0625 of a warrant to purchase Alamos common shares per common share; and (b) the Company shall become a direct or indirect wholly-owned subsidiary of the Purchaser. Capitalized terms used in this Agreement and not otherwise defined herein that are defined in the Arrangement Agreement shall have the respective meanings ascribed thereto in the Arrangement Agreement.

The Business Combination. 2.1 Implementation Steps by CN. (a) Subject to Section 2.7, as soon as reasonably practicable after the date of this Agreement, CN shall apply under Section 192 of the CBCA for an order approving the Arrangement and for the Interim Order and, thereafter, proceed with and diligently seek the Interim Order. (b) CN shall cause a special meeting of its stockholders (the "CN Stockholder Meeting") to be duly called and held as promptly as reasonably practicable after the date of this Agreement for the purpose of voting on the approval and adoption of the Arrangement Resolution and for any other proper purpose as may be set forth in the notice for such meeting. Without limiting the generality of the foregoing, CN and BNSF agree that the CN Stockholder Meeting shall be held as promptly as reasonably practicable after the Form S-4 and the Form F-4 are declared effective and the Circular is legally permitted to be disseminated to CN stockholders. The board of directors of CN shall recommend approval and adoption of the Arrangement Resolution by its stockholders and take all lawful action (including the solicitation of proxies) to solicit such adoption; provided, however, that, prior to the CN Stockholder Meeting, such recommendation may be withdrawn, modified or changed to the extent that the board of directors of CN, after consulting with its counsel, deems it necessary to do so in the exercise of its fiduciary obligations to CN or its shareholders; provided further, that CN shall give BNSF at least five business days' written notice prior to making any public announcement or other dissemination of any withdrawal, modification or change of the recommendation of CN's board of directors (the "CN Five Business Day Window"). Regardless of whether CN's board of directors has withdrawn, modified or changed its recommendation to CN stockholders regarding the approval of the Arrangement Resolution, CN shall as promptly as practicable after the Form S-4 and the Form F-4 are declared effective and the Circular is disseminated to CN stockholders duly convene and complete the CN Stockholder Meeting and cause a vote of the CN stockholders to be taken at such CN Stockholder Meeting regarding the approval of the Arrangement Resolution. Notwithstanding anything to the contrary in this Agreement, CN may schedule the CN Stockholder Meeting so that it is on the same day as the BNSF Stockholder Meeting. (c) Subject to obtaining such approvals as are required by the Interim Order, CN s...

The Business Combination. On June 30, 2023, the Company completed its business combination with Abacus Settlements, LLC (the “Business Combination”) and changed its name to “Abacus Life, Inc.”, and on February 27, 2025, the Company changed its name to “Abacus Global Management, Inc.” In accordance with Section 4.4 of this Agreement, upon effectiveness of the Business Combination, the holders of the Warrants thereafter had the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, an Alternative Issuance in shares of common stock, par value $0.0001 per share, of Abacus Global Management, Inc. (the “common stock”).

The Business Combination. Must▇▇▇ ▇▇▇ees that he will take all necessary steps and action required to permit a business combination to be consummated between Cambridge and a Whitehall Entity or Whitehall Entities on or before a date which is sixty (60) days from the date of this Agreement upon such terms as may be mutually determined. The terms of such business combination will relate principally to the number of shares of the voting common stock of Cambridge to be issued to Must▇▇▇ ▇▇▇ other beneficial holders of the outstanding voting common stock of the Whitehall Entity or Whitehall Entities combined with or to be combined with Cambridge which number of shares of voting common stock of Cambridge issued in such exchange will vest voting control of Cambridge

The Business Combination. 10 2.1 Amalgamation 10 2.2 Hold Period and Escrow Requirements 12 2.3 Payment of Consideration 12 2.4 Board Reconstitutions of Lido and Pacific West 14 2.5 Closing 14 2.6 Implementation Covenants 14

The Business Combination. This Plan of Arrangement shall, without any further act or formality required on the part of any Person, except as expressly provided herein, become effective at, and be binding at and after, the Effective Time on Pubco, Verano, AME, POR, RVC, BC Newco, ▇▇▇▇▇, ▇▇▇▇▇ Amalco, the Resulting Issuer, POR Holdings, Canadian AME Members, Verano Blockercos, the Partially Owned Verano Subsidiaries and all registered and beneficial holders of securities of the foregoing Persons and their subsidiaries including Pubco Dissenting Shareholders, the registrar and transfer agent of Pubco and the Resulting Issuer; the Depository; and all other Persons served with notice of the final application to approve this Plan of Arrangement.