Arrangement Sample Clauses
The Arrangement clause defines the organizational structure and sequence of the agreement or transaction between the parties. It typically outlines how the various components, such as deliverables, payments, or services, are to be scheduled and coordinated throughout the contract term. For example, it may specify the order in which services are provided or the timeline for completing certain milestones. This clause ensures that both parties have a clear understanding of the workflow and expectations, thereby reducing confusion and helping to manage the overall process efficiently.
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Arrangement. Commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence without any further act or formality:
(a) each outstanding Corporation Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof to the Corporation free and clear of all liens, claims and encumbrances, and each Dissenting Shareholder shall cease to have any rights as a Corporation Shareholder other than the right to be paid the fair value of their Corporation Shares by the Corporation in accordance with Article 4 hereof, and the name of such holder shall be removed from the register of holders of Corporation Shares, and such Corporation Shares shall be cancelled;
(b) each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder shall be transferred and deemed to be transferred by the Qualifying Holdco Shareholder, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to the Purchaser, in accordance with the applicable Holdco Agreement, in exchange for a payment in cash equal to the Holdco Share Consideration, and the name of such holder shall be removed from the register of holders of Qualifying Holdco Shares maintained in respect of the applicable Qualifying Holdco, and the Purchaser shall be recorded as the registered holder of the Qualifying Holdco Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; and
(c) each Corporation Share outstanding (other than (i) Corporation Shares held by Brookfield, the Purchaser or any of their affiliates (which shall not be acquired under the Arrangement and shall remain outstanding as a Corporation Share held by Brookfield, the Purchaser or such affiliate, as the case may be); (ii) Corporation Shares held by Qualifying Holdcos, the Qualifying Holdco Shares of which are acquired by the Purchaser pursuant to Section 3.1(b) (which shall not be acquired under the Arrangement and shall remain outstanding as Corporation Shares held by such Qualifying Holdco); and (iii) Corporation Shares acquired by the Purchaser pursuant to Section 3.1(a)), shall be transferred and deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to the Applicable Purchaser, in exchange for a payment in cash equal to the Considerat...
Arrangement. At the Effective Time, unless otherwise specifically provided in this Section 3.02, the following events or transactions shall occur and shall be deemed to occur sequentially in the following order without any further act or formality:
(a) the Purchaser shall subscribe for that number of Acquireco Common Shares, at a price of $1.00 per share, equal to the quotient obtained when (A) the fair market value of the Maximum Purchaser Shares and Maximum Cash Consideration is divided by (B) $1.00, and for greater certainty for the purposes of determining variable (A) in relation to the quotient under this Section 3.02(a), the fair market value of the Maximum Purchaser Shares and the Maximum Cash Consideration will be no less than the fair market value of the Class A Shares immediately prior to the acquisition of the Class A Shares by Acquireco pursuant to Section 3.02(k), and in connection with such share subscription:
(i) the Purchaser shall be deemed to have directed the Depositary to hold, and the Depositary shall hold, the cash and certificates representing the Purchaser Shares delivered by the Purchaser to the Depositary in accordance with Section 3.05(a)(i) (such cash and Purchaser Shares, collectively, the “Purchaser Consideration”) for and on behalf of Acquireco, in satisfaction of the subscription price payable by the Purchaser for such Acquireco Common Shares; and
(ii) Acquireco shall be deemed to have issued such fully paid and non-assessable Acquireco Common Shares to the Purchaser, and the stated capital account maintained by Acquireco in respect of the Acquireco Common Shares shall be increased, in respect of the Acquireco Common Shares issued pursuant to this Section 3.02(a), by an amount equal to the fair market value of the Purchaser Consideration;
(b) notwithstanding any vesting or exercise provisions to which a Company Option might otherwise be subject (whether by contract, the terms and conditions of any Award Agreement or grant, the terms and conditions of the Company 2013 Share Incentive Plan or Company 2016 Stock Option Plan, or applicable law):
(i) each In-the-Money Option issued and outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of any holder of such In-the- Money Option, be deemed to be fully vested and shall be transferred and disposed by the holder thereof to the Company (free and clear of all Encumbrances) and cancelled in exchange for the Option Consideration, and the holder of su...
Arrangement. PART 1 - APPLICATION AND OPERATION OF AGREEMENT 1
1. AGREEMENT TITLE 1 2. ARRANGEMENT 1 3. DEFINITIONS 3 4. COMMENCEMENT OF THE AGREEMENT 3 5. APPLICATION OF AGREEMENT AND PARTIES COVERED 3 6. NO FURTHER CLAIMS 4 7. SAVINGS PROVISIONS, OTHER AWARDS AND AGREEMENTS 4 8. ANTI-DISCRIMINATION 4 9. SERVICE DELIVERY PARTNERSHIP PLAN 4 10. IMPLEMENTATION OF CHANGE 6
11. CONSULTATION ON CHANGES TO ROSTERS OR HOURS OF WORK 6 12. RESOLUTION OF DISPUTES AND GRIEVANCES 7 13. WORKLOAD 9 14. EMPLOYMENT CATEGORIES AND ENTITLEMENTS 10 15. TERMINATION OF EMPLOYMENT 12 16. COSTS OF EMPLOYMENT RELATED LEGAL PROCEEDINGS 13 17. FLEXIBILITY AGREEMENTS 14 18. HOME BASED WORK 14 19. REDEPLOYMENT AND REDUNDANCY 14 20. MANAGEMENT OF UNSATISFACTORY WORK PERFORMANCE 14 21. MANAGEMENT OF MISCONDUCT 18 22. CAREER STRUCTURE 22 23. CLASSIFICATIONS AND SALARY 22 24. PROGRESSION WITHIN A VALUE RANGE 22 25. SALARY INCREASES 24 26. CASUAL EMPLOYEES-LOADING 25 27. SUPPORTED WAGE SYSTEM 25 28. PAYMENT OF SALARIES 27 29. SALARY PACKAGING 27 30. ALLOWANCES - WORK OR CONDITIONS 27 31. ALLOWANCES - REIMBURSEMENT OF EXPENSES 29 32. SUPERANNUATION 30 33. HOURS OF WORK 31 34. OVERTIME 31 35. MEAL BREAKS 33 36. CHILDCARE 34 37. CHRISTMAS CLOSEDOWN 34 38. LEAVE OF ABSENCE – GENERAL 35 39. ANNUAL LEAVE 35 40. CASHING OUT OF ANNUAL LEAVE 35 41. EXCESSIVE ANNUAL LEAVE ACCRUALS 36 42. PURCHASED LEAVE 37 43. INFECTIOUS DISEASES/DANGEROUS MEDICAL CONDITIONS 37 44. PUBLIC HOLIDAYS 38 45. PERSONAL/CARER’S LEAVE 39 46. COMPASSIONATE LEAVE 41 47. FAMILY VIOLENCE LEAVE 42 48. PARENTAL LEAVE 43 49. LEAVE TO ATTEND ALCOHOL & DRUG OR PROBLEM GAMBLING REHABILITATION PROGRAM 51 50. CULTURAL & CEREMONIAL LEAVE 52 51. LONG SERVICE LEAVE 53 52. DEFENCE RESERVE LEAVE 55 53. JURY SERVICE 55 54. LEAVE FOR BLOOD DONATIONS 55 55. LEAVE TO ENGAGE IN EMERGENCY RELIEF ACTIVITIES 55 56. LEAVE TO ENGAGE IN VOLUNTARY COMMUNITY ACTIVITIES 56 57. PARTICIPATION IN SPORTING EVENTS 56 58. STUDY LEAVE 56 59. MILITARY SERVICE SICK LEAVE 56 60. LEAVE WITHOUT PAY 57 61. TEMPORARY TRANSFER BETWEEN WORK LOCATIONS 58 62. PERMANENT RELOCATION OF USUAL PLACE OF WORK 58 63. RESIDENTIAL RELOCATION PRINCIPLES 58 64. ACCIDENT MAKE-UP PAY 59 65. OCCUPATIONAL HEALTH AND SAFETY AND REHABILITATION 59 66. INDUSTRIAL RELATIONS/OCCUPATIONAL HEALTH AND SAFETY TRAINING 61 67. FACILITIES, EQUIPMENT AND ACCOMMODATION - GENERAL 62 68. PROTECTION AND FACILITIES FOR ACCREDITED CPSU REPRESENTATIVES 63 69. RIGHT OF ENTRY 63 70. ONE OFF SIGN ON BONUS 64 71. SIGNATORI...
Arrangement. The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.
Arrangement. (1) At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time:
(a) each Phivida Share outstanding immediately prior to the Effective Time held by a Phivida Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality to Phivida for cancellation, free and clear of any Liens, and such Phivida Shareholder will cease to be the registered holder of such Dissenting Shares and will cease to have any rights as registered holders of such Phivida Shares other than the right to be paid by Phivida, out of its separate assets, fair value for such Dissenting Shares as set out in Section 4.1(2), and such Phivida Shareholder’s name will be removed as the registered holder of such Dissenting Shares from the central securities register of holders of Phivida Shares maintained by or on behalf of Phivida, and Phivida will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens, and such Dissenting Shares will be cancelled and returned to treasury of Phivida;
(b) each issued and outstanding Phivida Share (other than any Phivida Share in respect of which a Phivida Shareholder has validly exercised his, her or its Dissent Right) will be transferred to, and acquired by Choom, without any act or formality on the part of the holder of such Phivida Share or Choom, free and clear of all Liens, in exchange for the applicable Consideration, provided that the aggregate number of Choom Shares payable to any one Phivida Shareholder, if calculated to include a fraction of a Choom Share, will be rounded down to the nearest whole Choom Share, with no consideration being paid for the fractional share, such Phivida Shareholder will cease to be the holder of such Phivida Shares and the name of each such Phivida Shareholder will be removed from the central securities register of holders of Phivida Shares and added to the register of holders of Choom Shares, and Choom will be recorded as the registered holder of such Phivida Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; and
(c) each Phivida Option which is outstanding and has not been duly exercised prior to the Effective Time (whether or unvested) notwithstanding the te...
Arrangement. This Agreement is arranged as follows:
Arrangement. The Parties agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.
Arrangement. Clause No. Subject Matter
Arrangement. This Agreement is arranged as follows:
1. Title
2. Arrangement
Arrangement. This agreement is arranged as follows: Accident Make-up pay 27 Agreement to be available 30 Annual leave 21 Anti-discrimination 17 Application and agreement 5 Arrangement 2 Background & Overview of the agreement 3 Bereavement Leave (Compassionate) 22.3 Break between shifts & after overtime 20 ▇▇▇▇▇’s leave 22.2 Code of conduct 35 Continuity of service – accruing entitlements Contract of Employment (Part 2) 13 7 Definitions 42 Duration of agreement 8 First aid 32 Hours of work / Penalty Loadings 10 Jury service 31 Laundering allowance 33 Long service leave 23 Meal breaks and rest periods 19 Mixed functions 25 Nature of employment 7 No extra claims 40 Notice required on termination 11 Objectives of the agreement 4 Occupational superannuation 29 Overtime/meal allowance 26 Parental leave 38 Payment of wages 28 Personal hygiene & Presentation 36 Personal leave 22 Previous awards and agreements superseded 6 Public holidays 24 Rates of pay 9 Redundancy 12 Return of property 37 Safety 34 School-based apprenticeships 41 Settlement of disputes 18 Sick leave 22.1 Stand down 14 Statutory entitlements 16 Time keeping 15 Title 1 Training 39 Wage Classifications Schedule A This Agreement is a Collective Agreement between the Employer and the Employees entered into under Part 8 Division 2 section 327 of the Workplace Relations Act 1996. (“the Act”) The agreement has been entered into on the basis of equity and fair mindedness to both the Employer and the Employees. In abiding by the terms of the agreement each party is extending to the other party a fair go. It is a condition of this agreement that no employee will have his or her base rate of pay reduced on entering into this agreement. The prescribed rates in the agreement are minimum rates and the agreement makes provision for wage increases over the life of the agreement.