Amalgamation Agreement (100% Subsidiary)

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Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Amalgamation Agreement (100% Subsidiary)

Amalgamation Agreement (100% Subsidiary)

{{company_name}} {{company_address}} {{phone}} {{email}} {{website}}

AMALGAMATION AGREEMENT

This Amalgamation Agreement (the "Agreement") is made and entered into as of this {{day}} day of {{month}}, {{year}} (the "Effective Date"),

BETWEEN:

1. {{Parent_Company_Name}}, a company incorporated under the laws of {{Jurisdiction_Parent}} with registration number {{Parent_Registration_Number}}, and having its registered office at {{Parent_Company_Address}} (hereinafter referred to as "ParentCo").

AND

2. {{Subsidiary_Company_Name}}, a company incorporated under the laws of {{Jurisdiction_Subsidiary}} with registration number {{Subsidiary_Registration_Number}}, and having its registered office at {{Subsidiary_Company_Address}} (hereinafter referred to as "SubsidiaryCo").

(ParentCo and SubsidiaryCo are hereinafter collectively referred to as the "Parties" and individually as a "Party")

RECITALS:

A. ParentCo is the sole beneficial and registered shareholder of all the issued shares in SubsidiaryCo.

B. The Parties desire to amalgamate in accordance with the provisions of {{Relevant_Statute_or_Act}} of {{Jurisdiction}} (the "Act"), with ParentCo being the surviving entity.

C. The board of directors of each Party has approved this Agreement and the amalgamation contemplated herein.

1. AGREEMENT TO AMALGAMATE

1.1 Subject to the terms and conditions of this Agreement, SubsidiaryCo shall amalgamate with ParentCo, and ParentCo shall continue as the amalgamated entity (the "Amalgamated Company"), effective on the Amalgamation Date as defined in Clause 2.1.

1.2 Upon the Amalgamation Date, the undertaking of SubsidiaryCo shall vest in ParentCo, and ParentCo shall assume all of the liabilities and obligations of SubsidiaryCo.

2. EFFECTIVE DATE OF AMALGAMATION

2.1 The amalgamation shall become effective on the date (the "Amalgamation Date") that the certificate of amalgamation is issued by the Registrar of Companies in {{Jurisdiction}}.

3. TERMS AND CONDITIONS OF AMALGAMATION

3.1 Share Capital: As SubsidiaryCo is a wholly-owned subsidiary of ParentCo, no new shares of ParentCo shall be issued in connection with this amalgamation. All shares of SubsidiaryCo shall be cancelled without any payment therefor.

3.2 Assets and Liabilities: Upon the Amalgamation Date, all the property, rights, assets, obligations, and liabilities of SubsidiaryCo shall become the property, rights, assets, obligations, and liabilities of ParentCo, and ParentCo shall continue to possess and be subject thereto.

3.3 Continuation of Business: The business of SubsidiaryCo shall be continued by ParentCo.

3.4 Directors and Officers: The directors and officers of ParentCo immediately prior to the Amalgamation Date shall continue to be the directors and officers of the Amalgamated Company.

3.5 Memorandum of Incorporation: The Memorandum of Incorporation of ParentCo as it exists immediately prior to the Amalgamation Date shall be the Memorandum of Incorporation of the Amalgamated Company.

4. CONDITIONS PRECEDENT

4.1 This Agreement and the amalgamation contemplated herein are conditional upon:

(a) The approval of this Agreement by the board of directors of each of the Parties.

(b) The filing of all necessary documents with the Registrar of Companies in {{Jurisdiction}}.

(c) The receipt of all necessary regulatory approvals, if any, including but not limited to approval from {{Regulatory_Body_1}}, {{Regulatory_Body_2}}.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants to the other that it has the corporate power and authority to enter into and perform its obligations under this Agreement.

6. GOVERNING LAW AND JURISDICTION

6.1 This Agreement shall be governed by and construed in accordance with the laws of {{Jurisdiction}}.

6.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the courts of {{Jurisdiction}}.

SIGNED AT {{city_name}} ON THIS {{day_of_month}} DAY OF {{month}}, {{year}}.

_____________________________

For and on behalf of ParentCo

Name: {{Parent_Signatory_Name}}

Title: {{Parent_Signatory_Title}}

_____________________________

For and on behalf of SubsidiaryCo

Name: {{Subsidiary_Signatory_Name}}

Title: {{Subsidiary_Signatory_Title}}