The Transaction will be structured as a three-cornered amalgamation in which Char will amalgamate with a new wholly owned subsidiary of Cleantech formed solely for the purpose of facilitating the Transaction. On the closing of the Transaction, Cleantech will change its name to Char Technologies Inc.
For purposes of determining the relative share exchange ratios, upon completion of the Qualifying Transaction the shareholders of each of Cleantech and Char shall hold the numbers of shares and percentages of shares of combined entity (“ResultCo”) as set out below.
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