Transaction Steps. (a) Pursuant to the Plan of Arrangement, and subject to the terms and conditions of this Agreement and the Plan of Arrangement: (i) At the Effective Time, each of Adenyo and its direct or indirect wholly owned subsidiaries Adenyo Telecom Mobile Inc. (“Adenyo Telecom”), Adenyo International Inc. (“Adenyo International”), Adenyo Corp. (“Adenyo Subsidiary”), BrainTrain Inc. (“BrainTrain”) and Generation 5 Mathematical Technologies Inc. (“Generation 5”) shall amalgamate and shall continue as one corporation under the CBCA on the following terms and conditions, without any further act or formality: (A) the name of Amalco shall be 7539088 Canada Inc.; (B) the registered office of Amalco shall be located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, c/o LaBarge ▇▇▇▇▇▇▇▇▇ Professional Corporation; (C) the authorized share capital of Amalco shall consist of an unlimited number of common shares (“Amalco Shares”), with the rights, privileges, restrictions and conditions set forth in the Articles, and at the Effective Time without any further act or formality: (1) each issued and outstanding Adenyo Share at the Effective Date shall be exchanged for one (1) Amalco Share; (2) the shares of Adenyo Telecom, Adenyo International, Adenyo Subsidiary, BrainTrain and Generation 5 shall be cancelled without any repayment of capital in respect thereof; and (3) the stated capital of the Amalco Shares shall be equal to the stated capital of the Adenyo Shares; and (D) except as set forth herein, the articles of amalgamation of Amalco shall be the same as the Articles; (ii) At two minutes after the Effective Time:
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Sources: Arrangement Agreement, Arrangement Agreement (Motricity Inc)