Amalgamation Agreement Template

AMALGAMATION AGREEMENT

This Amalgamation Agreement (the Agreement) is made as of between First Constituent Company: , a corporation incorporated under the laws of with registered office at ; and Second Constituent Company: , a corporation incorporated under the laws of with registered office at .

RECITALS

WHEREAS, each Constituent Company is duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction, and each has the corporate power and authority to carry on its business as presently conducted;

WHEREAS, the Boards of Directors of each Constituent Company have determined that it is advisable and in the best interests of their respective shareholders that the Constituent Companies be amalgamated into a single corporation upon the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions of the proposed amalgamation, including the manner in which the capital, assets, liabilities and rights of the Constituent Companies shall be combined and disposed of at the effective time of amalgamation.

NOW THEREFORE

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, defined terms shall have the following meanings unless the context otherwise requires:

(a) "Amalgamated Company" means the corporation formed by the amalgamation of the Constituent Companies under the name , to be governed by the laws of .

(b) "Effective Time" means the time at which articles (or certificate) of amalgamation are filed and take effect in accordance with applicable law, which shall be the Closing Date unless otherwise agreed in writing.

2. EFFECT OF AMALGAMATION

Upon the Effective Time and subject to the terms of this Agreement, the Constituent Companies shall amalgamate into the Amalgamated Company and the property, rights and franchises of each Constituent Company shall vest in the Amalgamated Company without transfer, assignment or deed, and the Amalgamated Company shall succeed to and be vested with all the estates, properties, rights and privileges and shall be subject to all the liabilities, obligations and disabilities of each Constituent Company.

3. SHARE CONSIDERATION

As full consideration for the amalgamation, at the Effective Time the Amalgamated Company shall issue or cause to be issued shares, securities or other consideration to the shareholders of the Constituent Companies on the basis and in the form described below:

4. ARTICLES AND BYLAWS

The articles (or certificate) of the Amalgamated Company and its bylaws shall be in the form approved by the Boards of Directors of the Constituent Companies and shall be effective at the Effective Time. The Amalgamated Company shall have the authorized capital set forth in the articles and the rights, privileges, restrictions and conditions attaching to such capital as set forth therein.

5. DIRECTORS AND OFFICERS

At or immediately following the Effective Time, the initial directors of the Amalgamated Company shall be appointed and the initial officers shall be elected in accordance with the arrangement set out below.

6. EMPLOYEES AND BENEFITS

The Amalgamated Company shall honor, assume or provide substantially equivalent employment, pension and benefit arrangements for employees of the Constituent Companies as required by applicable law or as otherwise agreed between the parties, subject to customary adjustments and employer policies.

7. REPRESENTATIONS AND WARRANTIES

Each Constituent Company represents and warrants to the other that as of the date hereof and as of the Effective Time: (a) it is duly incorporated and has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions do not and will not violate its constating documents or any material agreement or law applicable to it; and (c) there are no outstanding orders, actions or claims that would restrain or prohibit the amalgamation.

8. COVENANTS

Each Constituent Company covenants to use commercially reasonable efforts to obtain all necessary corporate approvals, to prepare and file all required documents, to obtain consents and approvals of third parties where material, and not to take any action that would frustrate the consummation of the amalgamation.

9. TAX MATTERS

The parties shall cooperate in good faith to obtain any tax rulings or clearances necessary to effect the amalgamation in the most tax-efficient manner reasonably practicable. Each party shall prepare and file all tax returns and make all tax elections relating to pre-Closing periods in accordance with applicable law, and shall indemnify the other for taxes attributable to its period of existence prior to the Effective Time as set forth in this Agreement.

10. INDEMNIFICATION

Each Constituent Company shall indemnify and hold harmless the Amalgamated Company and the other Constituent Company from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of any breach of its representations, warranties or covenants or for liabilities of such Constituent Company existing prior to the Effective Time, except to the extent otherwise assumed or provided for in this Agreement.

11. CONDITIONS PRECEDENT TO CLOSING

The obligations of each party to effect the amalgamation are subject to the satisfaction or waiver at Closing of customary conditions precedent, including but not limited to: (a) the approval of the shareholders of each Constituent Company where required; (b) receipt of necessary governmental and third-party consents; and (c) the accuracy of representations and the performance of covenants.

12. NOTICES

All notices, requests, demands and other communications required or permitted by this Agreement shall be in writing and delivered to the addresses set out below or to such other address as a party may designate by notice in accordance with this Section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after being mailed by certified mail, return receipt requested.

13. AMENDMENTS AND WAIVER

This Agreement may be amended, modified or supplemented only by written agreement executed by each of the parties hereto. No waiver by any party of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective as originals.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without giving effect to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

16. ENTIRE AGREEMENT

This Agreement, together with the schedules and exhibits hereto (if any), constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect and be construed so as to effectuate the intent of the parties as nearly as possible.

MISCELLANEOUS

The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. All obligations of the parties that by their nature extend beyond the Effective Time shall survive the Effective Time to the extent provided herein.

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