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. 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) Prior to the Effective Time, the following steps will occur as set out below:
(a) Effective at 11:00 p.m. on the day prior to the Effective Date, the sale of the shares of ▇▇▇▇▇▇ Industries Inc. to The ▇▇▇▇▇▇▇ Group, Inc. shall occur in accordance with and on the terms specified in the share purchase agreement dated —, 2013 between ▇▇▇▇▇▇ Industries Inc. and The ▇▇▇▇▇▇▇ Group, Inc.;
(b) Immediately prior to the Effective Time, the Company shall cancel each Company Option, DSU and RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, and in exchange for such cancellation will pay to the holders thereof the amounts set forth in the acknowledgments and releases executed by such holders; and
(c) Immediately prior to the Effective Time, each of the Denco Trust and the Automotive & General Trusts will be dissolved and all of their property will be distributed on dissolution to the Company;
(2) At the Effective Time the following shall occur and shall be deemed to occur as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the Effective Time:
(a) each Class A Share outstanding at the Effective Time, other than a Class A Share held by (i) a Dissenting Holder who has validly exercised his, her or its Dissent Right, and (ii) if applicable, the Purchaser, Acquisitionco or any of their affiliates (which Class A Share, if any, shall not be exchanged under the Arrangement but shall remain outstanding as a Class A Share held by the Purchaser, Acquisitionco or such affiliate), shall be deemed to be assigned and transferred by the holder thereof to Acquisitionco in exchange for the Consideration for each Class A Share held;
(b) each Class A Share in respect of which a Class A Shareholder has validly exercised his, her or its Dissent Right shall be directly assigned and transferred by such Dissenting Holder to Acquisitionco (free and clear of all Liens) in accordance with Article 3; and
(c) the names of the Class A Shareholders whose Class A Shares were transferred to Acquisitionco shall be removed from the applicable registers of holders of Class A Shares, and Acquisitionco shall be recorded as the registered holder of the Class A Shares so transferred and shall be deemed the legal and beneficial owner thereof.
Arrangement. Commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality:
(a) the Shareholder Rights Plan shall be cancelled and shall have no further force or effect and each of the rights thereunder shall be deemed to be cancelled for no consideration;
(b) five minutes after the steps contemplated in Section 2.3(a), notwithstanding any vesting or exercise provisions to which an Orko Option might otherwise be subject (whether by contract, the conditions of grant, applicable law or the terms of the Orko Stock Option Plan):
(c) the outstanding Orko Options will, without any further action by or on behalf of any holder of such Orko Options, be deemed to be cancelled without any compensation therefor;
(d) with respect to each Orko Option, the holder thereof will cease to be the holder of such Orko Option, will cease to have any rights as a holder in respect of such Orko Option, such holder will be removed from the register of Orko Options, and all option agreements, grants and similar instruments relating thereto will be cancelled; and
(e) the Orko Stock Option Plan shall be terminated;
(f) five minutes after the steps contemplated in Section 2.3(b), each Orko Share held by a Dissenting Shareholder in respect of which the Orko Shareholder has validly exercised his, her or its Dissent Rights shall be directly transferred and assigned by such Dissenting Shareholder to First Majestic (free and clear of any liens, charges and encumbrances of any nature whatsoever) in accordance with, and for the consideration set forth in, Section 3.1;
(g) five minutes after the steps contemplated in Section 2.3(c), each Orko Share (other than any Orko Share held by any Dissenting Shareholder) shall be deemed to be transferred to First Majestic (free and clear of any liens, charges and encumbrances of any nature whatsoever) in exchange for the Share Consideration;
(h) with respect to each Orko Share transferred and assigned in accordance with Section 2.3(c) or Section 2.3(d):
(i) the registered holder thereof shall cease to be the registered holder of such Orko Share and the name of such registered holder shall be removed from the register of Orko Shareholders as of the Effective Time;
(j) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Orko Share; and
(k) First Majest...
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.