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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.

Appears in 4 contracts

Sources: Amending Agreement (Brookfield Residential Properties Inc.), Amending Agreement (Brookfield Residential Properties Inc.), Arrangement Agreement (Brookfield Residential Properties Inc.)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ 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 ~~outstanding Corporation Share held by a Dissenting Shareholder~~ of the rights thereunder shall be deemed to be ~~transferred~~ cancelled for no consideration; (b) five minutes after the steps contemplated in Section 2.3(a), each outstanding Silvermex Warrant held by a Silvermex Warrantholder who has delivered an Election Notice prior to the date which is at least two business days before the Effective Date will be exchanged by the holder ~~thereof to the Corporation~~ thereof, without any further act or formality and free and clear of all liens, claims and encumbrances, for a warrant (a “Replacement Warrant”) to purchase a number of First Majestic Shares equal to the product of the Exchange Ratio multiplied by the number of Silvermex Shares issuable on exercise of such Silvermex Warrant for an exercise price per First Majestic Share equal to the Adjusted Exercise Price rounded up to the nearest whole cent (provided that, if the foregoing calculation results in a Replacement Warrant being exercisable for a fraction of a First Majestic Share, then the number of First Majestic Shares subject to such Replacement Warrant shall be rounded down to the next whole number of First Majestic Shares), and such Silvermex Warrants shall thereupon be cancelled. The term of expiry, conditions to and manner of exercise and other terms and conditions of each ~~Dissenting Shareholder~~ of the Replacement Warrants shall be the same as the terms and conditions of the Silvermex Warrant for which they are exchanged and any certificate previously evidencing the Silvermex Warrant shall thereafter evidence and be deemed to evidence such Replacement Warrant. The Replacement Warrants will not be exercisable by or on behalf of a U.S. Person unless an exemption from registration under the U.S. Securities Act and applicable state securities law is available; (c) five minutes after the steps contemplated in Section 2.3(b), notwithstanding any exercise provisions to which a Silvermex Warrant might otherwise be subject (whether by contract, the conditions of a grant, or applicable law): (i) the outstanding Silvermex Warrants held by a Silvermex Warrantholder who has not delivered an Election Notice at least two business days prior to the Effective Date will, without any further action by or on behalf of such Silvermex Warrantholder, be deemed to be exercised for the Warrant Consideration, if any, and the Silvermex Shares issuable in connection therewith will be deemed to be issued to such Silvermex Warrantholder as fully paid and non-assessable common shares in the authorized share structure of Silvermex provided that no share certificates shall be issued with respect to such shares; and (ii) with respect to each Silvermex Warrant, the holder thereof will cease to be the holder of such Silvermex Warrant, will cease to have any rights as a ~~Corporation~~ holder in respect of such Silvermex Warrant, such holder’s name will be removed from the register of Silvermex Warrants, and all agreements, grants and other similar instruments relating thereto will be cancelled; (d) concurrent with the steps contemplated in Section 2.3(c), notwithstanding any vesting or exercise provisions to which a Silvermex Option might otherwise be subject (whether by contract, the conditions of grant, applicable law or the terms of the Silvermex Stock Option Plans): (i) the outstanding Silvermex Options will, without any further action by or on behalf of any holder of such Silvermex Options, be deemed to be fully vested and exercised in exchange for the Option Consideration, if any, and the Silvermex Shares issuable in connection therewith will be deemed to be issued to such Silvermex Optionholder as fully paid and non-assessable common shares in the authorized share structure of Silvermex provided that no share certificates shall be issued with respect to such shares; (ii) with respect to each Silvermex Option, the holder thereof will cease to be the holder of such Silvermex Option, will cease to have any rights as a holder in respect of such Silvermex Option, such holder will be removed from the register of Silvermex Options, and all option agreements, grants and similar instruments relating thereto will be cancelled; and (iii) the Silvermex Stock Option Plans shall be terminated; (e) five minutes after the steps contemplated in Section 2.3(d), each Silvermex Share held by a Dissenting Shareholder in respect of which the Silvermex 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; (f) five minutes after the steps contemplated in Section 2.3(e), each Silvermex Share (other than ~~the right~~ any Silvermex Share held by any Dissenting Shareholder but including, for greater certainty, any Silvermex Shares issued pursuant to Section 2.3(c) or Section 2.3(d)) shall be deemed to be ~~paid~~ transferred to First Majestic (free and clear of any liens, charges and encumbrances of any nature whatsoever) in exchange for the ~~fair value of their Corporation Shares by the Corporation~~ Share Consideration; and (g) with respect to each Silvermex Share transferred and assigned in accordance with ~~Article 4 hereof,~~ Section 2.3(e) or Section 2.3(f): (i) the registered holder thereof shall cease to be the registered holder of such Silvermex Share and the name of such registered holder shall be removed from the register of ~~holders~~ Silvermex Shareholders as of ~~Corporation Shares, and such Corporation Shares shall be cancelled~~the Effective Time; (bii) 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~~ thereof shall be deemed to ~~be the legal~~ have executed and ~~beneficial owner thereof~~delivered all consents, ~~free~~ releases, assignments and ~~clear of any liens~~waivers, ~~claims~~ statutory or ~~encumbrances~~otherwise, required to transfer and assign such Silvermex Share; 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~~ First Majestic will 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~~ of the outstanding Silvermex Shares and ~~encumbrances, to the Applicable Purchaser, in exchange for a payment in cash equal to the Consideration, and the name of such holder shall be removed from~~ the register of ~~holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser~~ Silvermex Shareholders shall be ~~recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~revised accordingly.

Appears in 3 contracts

Sources: Arrangement Agreement (Silvermex Resources Inc), Arrangement Agreement (Silvermex Resources Inc), Memorandum of Agreement (First Majestic Silver Corp)

Arrangement. ~~Commencing at~~ 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 ~~sequence~~ 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 ~~Corporation~~ 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 such In-the-Money Option shall become the holder of the Company Shares comprising such Option Consideration and the central securities register of the Company shall be revised accordingly, but the holder of such Option Consideration shall not be entitled to receive a share certificate or other document representing the Option Consideration; (ii) each Out-of-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 Out-of-the-Money Option, be cancelled without any payment therefor; (iii) with respect to each Company Option: (A) the holder thereof shall cease to be the holder of such Company Option, and shall cease to have any rights as a holder in respect of such Company Option under the applicable Company Option Plan, (B) such holder’s name shall be removed from the register of Company Options, and (C) all option agreements, Award Agreements, grants and similar instruments relating thereto shall be cancelled; (c) notwithstanding any vesting provisions to which a Company RSU 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 Company RSU issued and outstanding immediately prior to the Effective Time shall, without any further action by or on behalf of any holder of such Company RSU, 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 applicable RSU Consideration, and the holder of such Company RSU shall become the holder of the Company Shares comprising such RSU Consideration and the central securities register of the Company shall be revised accordingly, but the holder of such RSU Consideration shall not be entitled to receive a share certificate or other document representing the RSU Consideration; (ii) with respect to each Company RSU: (A) the holder thereof shall cease to be the holder of such Company RSU, and shall cease to have any rights as a holder in respect of such Company RSU under the applicable Company Option Plan, (B) such holder’s name shall be removed from the register of Company RSUs, and (C) all Award Agreements, grants and similar instruments relating thereto will be cancelled; (d) the Company Option Plans shall be terminated; (e) each Company Share held by a Dissenting Shareholder shall be, and shall be deemed to ~~be transferred~~ be, surrendered to the Company by the holder ~~thereof to the Corporation~~ thereof, without any further act or formality by such Dissenting Shareholder, free and clear of all ~~liens, claims and encumbrances~~Encumbrances, and each such Company Share so surrendered shall be cancelled and thereupon each Dissenting Shareholder shall cease to have any rights as a ~~Corporation Shareholder~~ holder of such Company Shares other than a claim against the ~~right to be paid the fair value of their Corporation Shares by the Corporation~~ Company in an amount determined and payable in accordance with Article 4 ~~hereof,~~ and the name of such ~~holder~~ Dissenting Shareholder shall be removed from the securities register of holders of ~~Corporation~~ Company Shares; (f) concurrently with the surrender and cancellation of Company Shares held by Dissenting Shareholders pursuant to Section 3.02(e), the stated capital account maintained by the Company in respect of the Company Shares shall be reduced, in respect of the Company Shares cancelled pursuant to Section 3.02(e), by an amount equal to the product obtained when (A) the stated capital of all the issued and outstanding Company Shares immediately prior to the step in Section 3.02(e), is multiplied by (B) a fraction, the numerator of which is the number of Company Shares surrendered and cancelled pursuant to Section 3.02(e), and the denominator of which is the number of issued and outstanding Company Shares immediately prior to the step in Section 3.02(e); (g) the Company shall transfer all of its entire legal and beneficial right, title and interest in and to the Spinco Property to Spinco in consideration for the issuance by Spinco to the Company of that number of fully paid and non-assessable Spinco Shares (the “Distribution Spinco Shares”) equal to the number of Company Shares issued and outstanding immediately prior to the transfer in this Section 3.02(g) (for the avoidance of doubt, excluding any Company Shares in respect of which Dissenting Shareholders have exercised Dissent Rights), all in accordance with the terms of the Spinco Contribution Agreement; (h) in the course of a reorganization of the Company’s authorized and issued share capital: (i) the notice of articles and articles of the Company shall be amended to create a new class of shares without par value, of which an unlimited number may be issued and which shall be designated the “Class A Shares” (the “Class A Shares”), which shall have the special rights and restrictions set forth in Schedule “A” to this Plan of Arrangement; (ii) each Company Share issued and outstanding immediately before the reorganization of the Company’s share capital pursuant to this Section 3.02(h) (including, without limitation, the Company Shares issued to former holders of In-the-Money Options and Company RSUs pursuant to Section 3.02(b) and Section 3.02(c), respectively, but excluding any Company Shares surrendered and cancelled in accordance with Section 3.02(e)) shall be exchanged with the Company, free and clear of any Encumbrances, for one Class A Share and one Distribution Spinco Share, and upon such exchange: (A) each such exchanged Company Share shall be cancelled, and the holders of such exchanged Company Shares shall be removed from the Company’s register of holders of Company Shares; (B) each holder of such exchanged Company Shares shall be entered in the Company’s register of holders of Class A Shares in respect of the Class A Shares issued to such holder; (C) the Company shall be removed from the Spinco’s register of holders of Spinco Shares in respect of the Distribution Spinco Shares; and (D) each holder of such exchanged Company Shares shall be entered in Spinco’s register of holders of Spinco Shares in respect of the Distribution Spinco Shares exchanged with such holder by the Company; (iii) concurrently with the exchange in Section 3.02(h)(ii), the stated capital account in respect of the Company Shares shall be reduced by an amount equal to the stated capital of the Company Shares immediately prior to the reorganization in Section 3.02(h), and there shall be added to the stated capital account maintained by the Company in respect of the Class A Shares, in respect of the Class A Shares issued pursuant to Section 3.02(h)(ii), the amount by which (A) the amount by which the stated capital account of the Company Shares is reduced pursuant to this Section 3.02(h)(iii), exceeds (B) the fair market value of the Distribution Spinco Shares transferred to the former holders of Company Shares pursuant to Section 3.02(h)(ii); (i) the Initial Spinco Share held by the Company shall be cancelled without any repayment thereon, and the Company shall be removed from the Spinco register of holders of Spinco Shares; (j) all of the issued and outstanding Spinco Shares shall be consolidated (the “Spinco Share Consolidation”) on the basis of one post-consolidation Spinco Share for each eight (8) pre-consolidation Spinco Shares held by a holder of Spinco Shares, and any fractional Spinco Shares resulting from such ~~Corporation~~ Spinco Share Consolidation shall be cancelled without payment or compensation therefor, and upon such Spinco Share Consolidation the register of holders of Spinco Shares shall be ~~cancelled~~amended to reflect the Spinco Share Consolidation; (bk) each ~~Qualifying Holdco~~ Participating Former Securityholder receiving Class A Shares pursuant to Section 3.02(h)(ii) who: (i) duly and validly completes and delivers the applicable Election Form(s) in accordance with Section 3.03 and Section 3.04 electing to receive the Combination Consideration in respect of all of such Participating Former Securityholder’s Company Shares; (ii) has not completed and delivered the applicable Election Form(s) by the Election Deadline or who has otherwise failed to make a valid election to receive the Cash Consideration or the Purchaser Share ~~outstanding held by a Qualifying Holdco Shareholder~~ Consideration is respect of all of such Participating Former Securityholder’s Company Shares; or (iii) exercises Dissent Rights and is ultimately not entitled, for any reason, to be paid fair value for its Company Shares, shall transfer, and shall be ~~transferred and~~ deemed to ~~be transferred by the Qualifying Holdco Shareholder~~have transferred, to Acquireco, without any further act or formality ~~on its part~~by such Participating Former Securityholder, free and clear of all ~~liens~~Encumbrances, ~~claims and encumbrances,~~ each Class A Share held by such Participating Former Securityholder immediately prior to the ~~Purchaser,~~ exchange in ~~accordance with the applicable Holdco Agreement,~~ this Section 3.02(k) in exchange for ~~a payment in cash equal to~~ the ~~Holdco Share Consideration~~Combination Consideration Cash and the Combination Consideration Purchaser Shares, and ~~the name of~~ upon such ~~holder~~ exchange: (iv) each such Participating Former Securityholder shall be removed from the Company’s securities register of holders of ~~Qualifying Holdco~~ Class A Shares, (v) Acquireco shall be entered in the Company’s securities register of holders of Class A Shares ~~maintained~~ as the legal and beneficial owner of such Class A Shares, free of all Encumbrances; and (vi) each such Participating Former Securityholder shall, subject to the provisions of Section 3.06, be entered in the Purchaser’s securities register of holders of Purchaser Shares in respect of the Purchaser Shares payable to such Participating Former Securityholder pursuant to this Section 3.02(k); (l) each Participating Former Securityholder receiving Class A Shares pursuant to Section 3.02(h)(ii) who duly and validly completes and delivers the applicable ~~Qualifying Holdco,~~ Election Form(s) in accordance with Section 3.03 and Section 3.04 electing to receive either the Cash Consideration or the Purchaser Share Consideration in respect of all of such Participating Former Securityholder’s Company Shares shall ~~be recorded as the registered holder of the Qualifying Holdco Shares so transferred~~ transfer, and shall be deemed to ~~be the legal and beneficial owner thereof~~have transferred, 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 thereofAcquireco, without any further act or formality ~~on its part~~by such Participating Former Securityholder, free and clear of all ~~liens~~Encumbrances, ~~claims and encumbrances,~~ each Class A Share held by such Participating Former Securityholder immediately prior to the ~~Applicable Purchaser,~~ exchange in this Section 3.02(l) in exchange ~~for~~ for: (i) in the case of a ~~payment in cash equal~~ Participating Former Securityholder validly electing to receive the Cash Consideration, the Cash Consideration, subject to the provisions of Section 3.02(m); and (ii) in the case of a Participating Former Securityholder validly electing to receive the Purchaser Share Consideration, the Purchaser Share Consideration, subject to the provisions of Section 3.02(n), and ~~the name of~~ upon such ~~holder~~ exchange: (iii) each such Participating Former Securityholder shall be removed from the Company’s securities register of holders of ~~Corporation~~ Class A Shares, (iv) Acquireco shall be entered in the Company’s securities register of holders of Class A Shares as the sole legal and beneficial owner of such Class A Shares, free of all Encumbrances; and (v) each such Participating Former Securityholder shall, ~~with respect to Corporation Shares elected to be transferred~~ subject to the provisions of Section 3.02(m) or Section 3.02(n), as applicable, and Section 3.06, be entered in the Purchaser’s securities register of holders of Purchaser Shares in respect of the Purchaser Shares, if any, payable to such Participating Former Securityholder; (m) in the event that (A) the sum of (I) the aggregate Combination Consideration Cash payable pursuant to Section 3.02(k) and (II) the Aggregate Elected Cash, exceeds (B) the Maximum Cash Consideration, each Participating Former Securityholder who validly elects to receive the Cash Consideration in respect of all of such Participating Former Securityholder’s Company Shares shall, notwithstanding Section 3.02(l)(i): (i) only be entitled to receive the Cash Consideration for that portion of their Class A Shares equal to a fraction, rounded to six decimal places, the numerator of which is the Maximum Cash Consideration minus the aggregate Combination Consideration Cash payable pursuant to Section 3.02(k), and the denominator of which is the Aggregate Elected Cash; and (ii) be entitled to receive the Purchaser ~~shall be recorded as~~ Share Consideration for the ~~registered holder~~ remaining portion of their Class A Shares (including, for the avoidance of doubt, a corresponding portion of the ~~Corporation~~ Purchaser Share Consideration for any fractional Class A Share included in such remaining portion); (n) in the event that (A) the sum of (I) the aggregate Combination Consideration Purchaser Shares ~~so transferred~~ payable pursuant to Section 3.02(k) and (II) the Aggregate Elected Purchaser Shares, exceeds (B) the Maximum Purchaser Share Consideration, each Participating Former Securityholder who validly elects to receive the Purchaser Share Consideration shall, notwithstanding Section 3.02(l)(ii): (i) only be entitled to receive the Purchaser Share Consideration for that portion of their Class A Shares equal to a fraction, rounded to six decimal places, the numerator of which is the Maximum Purchaser Share Consideration minus the aggregate Combination Consideration Purchaser Shares payable pursuant to Section 3.02(k), and the denominator of which is the Aggregate Elected Purchaser Shares; and (ii) be entitled to receive the Cash Consideration for the remaining portion of their Class A Shares (including, for the avoidance of doubt, any fractional Class A Share included in such remaining portion); (o) the resignations of the Existing Company Directors, and the appointment of the New Company Directors, shall be deemed to be effective immediately following the ~~legal~~ transfers of the Class A Shares to Acquireco pursuant to Section 3.02(k) and ~~beneficial owner thereof~~Section 3.02(l); (p) upon the resignation of the Existing Company Directors becoming effective, ~~free and clear~~ each Company DSU outstanding immediately prior to the Effective Time shall be cancelled in exchange for a cash payment by the Company to the holder of ~~any liens, claims or encumbrances.~~such Company DSU

Appears in 3 contracts

Sources: Amending Agreement, Amending Agreement (Klondex Mines LTD), Amending Agreement (Hecla Mining Co/De/)

Appears in 3 contracts

Sources: Arrangement Agreement (Verano Holdings Corp.), Arrangement Agreement (Verano Holdings Corp.), Arrangement Agreement (Verano Holdings Corp.)

Arrangement. ~~Commencing~~ The Plan of Arrangement shall, with such other matters as are necessary to give effect to the Arrangement, provide for substantially the following to occur commencing at the Effective ~~Time~~Time and in chronological order, ~~the following events or transactions shall occur and shall be deemed to occur in the following sequence~~ without any further act or formality: (a1) ~~each~~ Buyco shall acquire all issued and outstanding ~~Corporation Share held by a Dissenting Shareholder shall be deemed~~ Subco-RI Shares from Pubco (the “Purchase Shares”) for consideration of the Purchase Price comprised of the Deposit to be ~~transferred~~ paid on execution of the Arrangement Agreement and the Balance to be paid at Closing; (2) Buyco and Subco-RI shall exchange securities on a 1:1 basis, as follows: i. each Buyco Share, other than a Buyco Share for which Dissent Rights have been validly exercised by the holder thereof who is a Dissenting Buyco Shareholder and who is ultimately entitled to be paid fair value for his Buyco Shares, will be exchanged by the ~~Corporation~~ holder thereof without any further act or formality and free and clear of all liens, claims and encumbrances, for one (1) fully paid 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 hereofnon- assessable Subco-RI Share, and the name of ~~such~~ each holder ~~shall~~ will be removed from the central securities register of ~~holders~~ Buyco and added to the central securities register of ~~Corporation Shares, and such Corporation Shares~~ Subco-RI; ii. the Buyco Shareholder thereof 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~~deemed, without any further ~~act~~ action on his or ~~formality on its~~ her part, ~~free~~ to have executed and ~~clear~~ delivered any necessary transfer form, power of ~~all liens, claims~~ attorney or assignment required to transfer his or her Buyco Shares to Subco-RI; and iii. the certificates representing the Buyco Shares held by the former Buyco Shareholders will be deemed to have been cancelled subsequent to their transfer to Subco-RI and ~~encumbrances, to the Purchaser,~~ will be replaced by a single share certificate registered 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~~ Subco-RI and Subco-RI will 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~~ will be deemed to be the ~~legal~~ lawful owner 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 transferee of all ~~liens~~such Buyco Shares; thereafter, ~~claims~~ any director of Subco-RI will be authorized to execute any such further documents and ~~encumbrances,~~ assurances as may be required by any transfer agent or depositary to fully give effect to the ~~Applicable Purchaser, in exchange for a payment in cash equal to the Consideration,~~ transfer and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.cancellations contemplated hereby;

Appears in 3 contracts

Sources: Arrangement Agreement, Arrangement Agreement, Arrangement Agreement

Arrangement. ~~Commencing at~~ (1) At the Effective Time, the ~~following~~ events or and transactions ~~shall~~ set out in Subsections 3.01(1)(a) to 3.01(1)(o), inclusive, will occur and be deemed to occur, unless otherwise provided, in the order set out below, without any further act or formality, and with each event or transaction occurring and being deemed to occur immediately after the occurrence of the immediately preceding event or transaction: (a) the terms of the EnCana Rights Plan will be amended, waived, varied, suspended or rescinded in order to facilitate the completion of the transactions contemplated by the Arrangement; (i) the Rights attached to the EnCana Common Shares will be cancelled without any payment therefor; (ii) the issuance of Rights pursuant to the EnCana Rights Plan will be suspended until immediately following the issuance of the New EnCana Common Shares pursuant to the Initial EnCana Share Exchange; (iii) no EnCana Stock Options may be exercised or surrendered after the Effective Time; and (iv) no EnCana SARs may be exercised after the Effective Time; (c) each EnCana DSU which has been credited to and is outstanding in the account of a DSU Exchange Participant pursuant to an EnCana DSU Plan shall be cancelled and, as the sole consideration therefor, the account of such DSU Exchange Participant in the applicable Cenovus DSU Plan shall be credited with the applicable number of Exchange Cenovus DSUs (the “DSU Exchange”). For greater certainty, a DSU Exchange Participant will receive no consideration for the cancellation of such DSU Exchange Participant’s EnCana DSUs other than the crediting of Exchange Cenovus DSUs. As the sole consideration for the grant of the Exchange Cenovus DSUs by Cenovus, EnCana will assign to Cenovus all of its rights under the Subco DSU Reimbursement Obligations; (d) the articles of Cenovus will be amended such that the rights, privileges, restrictions and conditions attaching to the Cenovus Special Shares will be as set out in Schedule F to this Plan of Arrangement; (e) the articles of EnCana will be amended to change the designation of the EnCana Common Shares from “Common Shares” to “Class A Common Shares” and to increase the voting rights of the EnCana Common Shares from one vote to two votes per EnCana Common Share, to amend the rights, privileges, restrictions and conditions attaching to the first preferred shares and second preferred shares of EnCana to be subordinate to the EnCana Special Shares, and to create and authorize the issuance of (in addition to the shares that EnCana is authorized to issue immediately before the Effective Time) the following two new classes of shares: (i) an unlimited number of New EnCana Common Shares; and (ii) an unlimited number of EnCana Special Shares, and the rights, privileges, restrictions and conditions attaching to each class of shares of EnCana will be as set out in Schedule A to this Plan of Arrangement; (f) each holder of an EnCana Stock Option will dispose of the Exercise Price Proportion of such holder’s EnCana Stock Options to Cenovus and the remaining portion to EnCana, and as the sole consideration therefor: (i) Cenovus will grant Cenovus Replacement Stock Options to the holder under the Cenovus Stock Option Plan; and (ii) EnCana will grant EnCana Replacement Stock Options to the holder under the EnCana Stock Option Plan (collectively, the “Option Exchange”), such that, for each EnCana Common Share that the holder would have been entitled to acquire pursuant to an EnCana Stock Option (and the terms of the EnCana Stock Option Plan), the holder will instead be entitled to acquire one New EnCana Common Share pursuant to the corresponding EnCana Replacement Stock Option and one Cenovus Common Share pursuant to the corresponding Cenovus Replacement Stock Option. For greater certainty, a holder of EnCana Stock Options will receive no consideration for the exchange of such EnCana Stock Options other than EnCana Replacement Stock Options and Cenovus Replacement Stock Options, and the EnCana Stock Options so exchanged will be cancelled and terminated concurrently with the Option Exchange. The original exercise price of a holder’s EnCana Stock Options will be allocated to the EnCana Replacement Stock Options and the Cenovus Replacement Stock Options acquired by the holder pursuant to the Option Exchange such that an amount equal to the Exercise Price Proportion of such original exercise price (rounded up to the nearest whole cent) will be payable by the holder to Cenovus under the Cenovus Replacement Stock Options and an amount equal to the remainder of such original exercise price will be payable by the holder to EnCana under the EnCana Replacement Stock Options. No EnCana Replacement Stock Option or Cenovus Replacement Stock Option may be exercised or surrendered until the day that is the day after the Option/SAR Measurement Date. As the sole consideration for the grant of the Cenovus Replacement Stock Options by Cenovus, EnCana will: (i) assign to Cenovus that portion of its rights under the Subco Option Reimbursement Obligations equal to the Exercise Price Proportion; and (ii) acknowledge that the grant of the Cenovus Replacement Stock Options to individuals who are not Subco Employees is a direct benefit to the business of EnCana through providing remuneration and incentive to such persons and, accordingly, will agree to reimburse Cenovus in accordance with the EnCana Reimbursement Obligation for all cash payments made by Cenovus upon the surrender of Cenovus Replacement Stock Options by individuals who are not, immediately after the Effective Time, Subco Employees; (g) each holder of an EnCana SAR will dispose of the Exercise Price Proportion of such holder’s EnCana SARs to Cenovus and the remaining portion to EnCana, and as the sole consideration therefor: (i) Cenovus will grant Cenovus Replacement SARs to the holder under the Cenovus SAR Plan; and (ii) EnCana will grant EnCana Replacement SARs to the holder under the EnCana SAR Plan (collectively, the “SAR Exchange”), such that, for each EnCana SAR held by the holder, the holder will instead hold an EnCana Replacement SAR and a Cenovus Replacement SAR. For greater certainty, a holder of EnCana SARs will receive no consideration for the exchange of such EnCana SARs other than EnCana Replacement SARs and Cenovus Replacement SARs, and the EnCana SARs so exchanged will be cancelled and terminated concurrently with the SAR Exchange. The original base value of a holder’s EnCana SARs will be allocated to the EnCana Replacement SARs and the Cenovus Replacement SARs acquired by the holder pursuant to the SAR Exchange such that an amount equal to the Exercise Price Proportion of such original base value (rounded up to the nearest whole cent) will be the base value of the Cenovus Replacement SARs and an amount equal to the remainder of such original base value will be the base value of the EnCana Replacement SARs. No EnCana Replacement SARs or Cenovus Replacement SARs may be exercised until the day that is the day after the Option/ SAR Measurement Date. As the sole consideration for the grant of the Cenovus Replacement SARs by Cenovus, EnCana will: (i) assign to Cenovus that portion of its rights under the Subco SAR Reimbursement Obligations equal to the Exercise Price Proportion; and (ii) acknowledge that the grant of the Cenovus Replacement SARs to individuals who are not Subco Employees is a direct benefit to the business of EnCana through providing remuneration and incentive to such persons and, accordingly, will agree to reimburse Cenovus in accordance with the EnCana Reimbursement Obligation for all cash payments made by Cenovus upon the exercise of Cenovus Replacement SARs by individuals who are not, immediately after the Effective Time, Subco Employees; (h) each EnCana Shareholder will simultaneously transfer to EnCana, with good and marketable title thereto and free from any Encumbrances, all of the EnCana Common Shares held by such EnCana Shareholder (other than EnCana Common Shares in respect of which Dissent Rights are validly exercised), and as the sole consideration for each EnCana Common Share so transferred, EnCana will issue to each such EnCana Shareholder one New EnCana Common Share and one EnCana Special Share (the “Initial EnCana Share Exchange”). In connection with the Initial EnCana Share Exchange: (i) EnCana will not make a joint election under the provisions of Subsection 85(1) or Subsection 85(2) of the Tax Act with any EnCana Shareholder; (ii) subject to Subsection 3.01(1)(h)(iii), the amount in the stated capital account maintained by EnCana for the EnCana Common Shares will be deducted from such account and a portion thereof will be added to the stated capital account maintained by EnCana for each of the New EnCana Common Shares and the EnCana Special Shares based on the proportion thereof that the fair market value of each of such two classes of shares is of the fair market value of the EnCana Common Shares so exchanged, with all such fair market values determined in accordance with the authorization of the board of directors of EnCana at the time of the Initial EnCana Share Exchange; and (iii) the amounts to be added to the stated capital accounts maintained by EnCana for the New EnCana Common Shares and EnCana Special Shares pursuant to Subsection 3.01(1)(h)(ii) will not, in the aggregate, be greater than the PUC of the EnCana Common Shares so exchanged at the time of the Initial EnCana Share Exchange; (i) concurrently with the issuance of the New EnCana Common Shares pursuant to the Initial EnCana Share Exchange: (i) all of the EnCana Common Shares acquired by EnCana pursuant to the Initial EnCana Share Exchange will be cancelled; and (ii) the New EnCana Common Shares will, outside and not as part of this Plan of Arrangement, continue to be listed for trading on the TSX and NYSE and, for greater certainty, such continued listing will be effective before the redemption of the EnCana Special Shares pursuant to Subsection 3.01(2)(b) and the redemption of the Cenovus Special Shares pursuant to Subsection 3.01(2)(a); (j) immediately following the issuance of the New EnCana Common Shares pursuant to the Initial EnCana Share Exchange, a Right will be issued by EnCana in respect of each New EnCana Common Share pursuant to the EnCana Rights Plan, the terms of which, including the exercise price thereof (subject to adjustment in accordance with Subsection 2.3(c) of the EnCana Rights Plan), will be identical to the terms of the Rights which were attached to the EnCana Common Shares immediately prior to the Effective Time, provided that, for the purposes of the EnCana Rights Plan, the New EnCana Common Shares shall be the Common Shares (as defined in the EnCana Rights Plan) and the Exercise Price (as defined in the EnCana Rights Plan) shall be determined based on the first five consecutive Trading Days, commencing on or after the Effective Date, on which the New EnCana Common Shares trade on the TSX, on an “if, as and when issued” basis or otherwise, and no further adjustments shall be required pursuant to Section 2.3 of the EnCana Rights Plan as a result of this Plan of Arrangement; (k) each EnCana Shareholder will simultaneously transfer to Cenovus, with good and marketable title thereto and free from any Encumbrances, all of the EnCana Special Shares held by such EnCana Shareholder, and, as the sole consideration for each EnCana Special Share so transferred, Cenovus will issue to each such EnCana Shareholder one Cenovus Common Share (the “Initial Cenovus Share Exchange”). In connection with the Initial Cenovus Share Exchange: (i) if requested by an Eligible Holder within 180 days after the Effective Date, Cenovus, through its successor, Amalco, will jointly elect with such Eligible Holder to have the provisions of Subsection 85(1) of the Tax Act (or, in the case of an Eligible Holder that is a partnership, Subsection 85(2) of the Tax Act), and the corresponding provisions of any applicable provincial legislation, apply to the Initial Cenovus Share Exchange with the agreed amount to be specified by such Eligible Holder (subject to the limitations set out in the Tax Act and any applicable provincial legislation); and (ii) in accordance with the CBCA, Cenovus will add to the stated capital account maintained by Cenovus for the Cenovus Common Shares an amount that will not exceed the aggregate PUC of the EnCana Special Shares so transferred to Cenovus less the amount, if any, by which the aggregate PUC of the EnCana Special Shares that are the subject of elections under Subsection 85(1) or 85(2) of the Tax Act exceeds the aggregate agreed amounts specified in such elections; (l) concurrently with the issuance of the Cenovus Common Shares pursuant to the Initial Cenovus Share Exchange, the Cenovus Common Shares will, outside and not as part of this Plan of Arrangement, be listed on the TSX and NYSE (subject to standard post-closing listing conditions imposed by the TSX and NYSE in similar circumstances) and, for greater certainty, such listing on the TSX will occur before the redemption of the EnCana Special Shares pursuant to Subsection 3.01(2)(b) and the redemption of the Cenovus Special Shares pursuant to Subsection 3.01(2)(a); (m) immediately following the issuance of the Cenovus Common Shares pursuant to the Initial Cenovus Share Exchange, provided that the Cenovus Rights Plan has been approved by the EnCana Shareholders, a Right will be issued by Cenovus in respect of each Cenovus Common Share outstanding pursuant to the Cenovus Rights Plan; (n) EnCana will transfer to Cenovus all of the Distribution Property (the “Distribution Property Exchange”), with good and marketable title thereto and free from any Encumbrances. As the consideration for the Distribution Property so transferred by EnCana to Cenovus, Cenovus will: (i) issue to EnCana 100 Cenovus Special Shares, having an aggregate redemption amount, as determined pursuant to the articles of Cenovus, equal to the fair market value of the Distribution Property at the time of transfer less the amount of the Cenovus Non-Share Consideration; and (ii) incur any Cenovus Non-Share Consideration; and (o) in connection with the Distribution Property Exchange: (i) Cenovus and EnCana will jointly elect to have the provisions of Subsection 85(1) of the Tax Act apply to the transfer of the Distribution Property. The agreed amount in respect of the election will not exceed the fair market value of the Distribution Property. The agreed amount will be an amount equal to the greater of the cost amount (for the purposes of the Tax Act) of the Distribution Property to EnCana and the fair market value of any Cenovus Non-Share Consideration; (ii) in accordance with the CBCA, the amount added to the stated capital of Cenovus Special Shares issued by Cenovus to EnCana as described in Subsection 3.01(1)(n), will be equal to the agreed amount described in Subsection 3.01(1)(o)(i) for the Distribution Property less the fair market value of any Cenovus Non-Share Consideration; and (iii) as a result of the transfer of the Distribution Property to Cenovus, the net fair market value of the property received by Cenovus will be equal to or approximate that proportion of the net fair market value of all property owned by EnCana immediately before the transfer that: (A) the aggregate fair market value of the EnCana Special Shares owned by Cenovus immediately before the transfer, is of (B) the aggregate fair market value of all the issued and outstanding shares of EnCana immediately before the transfer. (2) Immediately after the Listing Time, the events and transactions set out in Subsections 3.01(2)(a) to 3.01(2)(k), inclusive, will occur and be deemed to occur in the ~~following sequence~~ order set out below, without any further act or formality, and with each event or transaction occurring and being deemed to occur immediately after the occurrence of the immediately preceding event or transaction: (a) ~~each~~ Cenovus will redeem for cancellation all of the outstanding ~~Corporation Share~~ Cenovus Special Shares 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 EnCana for ~~a payment in cash~~ an amount equal to the ~~Holdco Share Consideration,~~ aggregate redemption amount (as determined pursuant to the articles of Cenovus) for such Cenovus Special Shares 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~~ will issue to EnCana as the ~~registered holder of~~ sole consideration therefor a demand promissory note (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~~“Cenovus Redemption Note”) 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 in 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.prin

Appears in 2 contracts

Sources: Arrangement Agreement (Encana Corp), Arrangement Agreement (Cenovus Energy Inc.)

Arrangement. Commencing at the Effective Time, each of the ~~following~~ transactions or events ~~or transactions~~ set out below shall occur and shall be deemed to occur in the following ~~sequence~~ sequence, in each case without any further authorization, act or ~~formality~~formality on the part of any Person, and in each case, unless otherwise specifically provided in this Section 3.1, effective as at two-minute intervals starting at the Effective Time: (a) each ~~outstanding Corporation~~ Company Share held by a Dissenting Company Shareholder shall be, and shall be deemed to be be, transferred to the Purchaser by the holder ~~thereof to the Corporation~~ thereof, free and clear of all ~~liens, claims and encumbrances~~Liens, and thereupon each Dissenting Company Shareholder shall cease to have any rights as a ~~Corporation Shareholder~~ holder of such Company Shares other than a claim against the ~~right to be paid the fair value of their Corporation Shares by the Corporation~~ Purchaser in an amount determined and payable in accordance with Article 4 ~~hereof,~~ and the name of such ~~holder~~ Dissenting Company Shareholder shall be removed from the central securities register ~~of holders of Corporation~~ for the Company Shares~~, and such Corporation Shares shall be cancelled~~; (b) each ~~Qualifying Holdco Share outstanding held by a Qualifying Holdco~~ Effective Time Company Shareholder shall grant, and 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~~have granted, to the Purchaser a Purchaser Call Option in respect of (i) each Company Share held by such Effective Time Company Shareholder at the Effective Time, (ii) all Company Shares into which any Company Share referred to in (i) of this Section 3.1(b) may be converted in accordance with the rights and restrictions attached to such Company Share in the Company’s notice of articles and articles, and (iii) all Company Shares for which any Company Share referred to in (i) of this Section 3.1(b) may be exchanged pursuant to Section 3.1(h)(i) or Section 3.1(h)(iii); (c) in consideration for the grant of the Purchaser Call Options by the Effective Time Company Shareholders to the Purchaser pursuant to Section 3.1(b), the Purchaser shall, concurrently with the grant of such Purchaser Call Options, pay to each Effective Time Company Shareholder the Per Share Option Premium in respect of each Company Share held by such Effective Time Company Shareholder at the Effective Time; (d) each Person (other than the Purchaser or any affiliate of the Purchaser) who, at any time after the Effective Time and prior to the earlier of the Acquisition Effective Time and the Acquisition Closing Outside Date, acquires a Company Share from the Company (other than a Company Share in respect of which the Person has already granted to the Purchaser a Purchaser Call Option pursuant to Section 3.1(b)) or from any other Person, shall, concurrently with the acquisition of such Company Share, grant and shall be deemed to have granted to the Purchaser a Purchaser Call Option in respect of (i) such Company Share, (ii) all Company Shares into which such Company Share may be converted in accordance with the rights and restrictions attached to such Company Share in the Company’s Notice of Articles and Articles, and (iii) all Company Shares for which any Company Share referred to in (i) of this Section 3.1(d) may be exchanged pursuant to Section 3.1(h)(i) or Section 3.1(h)(iii); provided, that the Purchaser shall not be required to pay, nor shall such Person be entitled to receive from the Purchaser or from any Effective Time Company Shareholder, any payment on account of, as compensation for, or in relation to, the Option Premium in respect of any Purchaser Call Option granted pursuant to this Section 3.1(d); (e) the Notice of Articles and Articles of the Company, as applicable, shall be altered to: (i) alter the rights and restrictions of the existing classes of Company Subordinate Voting Shares, Company Proportionate Voting Shares and Company Multiple Voting Shares and to provide for the special rights and restrictions attaching to the Company Subordinate Voting Shares, Company Proportionate Voting Shares and Company Multiple Voting Shares, respectively, set out in the attached Exhibit A, which special rights and restrictions shall specifically refer to and include the Purchaser Call Option granted pursuant to this Plan of Arrangement; and (ii) in connection with the foregoing, Articles 26, 27 and 28 of the existing articles of the Company shall be deleted in their entirety and replaced with Articles 26, 27 and 28 as set out in the attached Exhibit A; (f) upon the Triggering Event Date prior to the Purchaser Call Option Expiry Date, the Purchaser shall, in accordance with the ~~applicable Holdco Agreement~~terms and conditions of the Purchaser Call Option, exercise, and shall be deemed to have exercised, effective at the end of the Triggering Event Date, the Purchaser Call Option with respect to all (but not less than all) of the Purchaser Call Option Shares; (g) upon the exercise or deemed exercise of the Purchaser Call Option by the Purchaser prior to the Purchaser Call Option Expiry Date, the Purchaser shall, in accordance with the terms and conditions of the Purchaser Call Option, acquire from each Call Option Grantor, and each Call Option Grantor shall be required to transfer to the Purchaser, all of the Purchaser Call Option Shares that are held by such Call Option Grantor on the Acquisition Date immediately following the exchange referred to in Section 3.1(h)(iii) (which, for ~~a payment~~ the avoidance of doubt, shall include any Company Subordinate Voting Shares received by such Call Option Grantor upon the exchange in ~~cash~~ Section 3.1(h)(i)), which acquisition and transfer shall occur on the Acquisition Date in accordance with Section 3.1(h)(v) or Section 3.1(h)(vii)(F), as applicable; (h) on the Acquisition Date, each of the transactions or events set out below in this Section 3.1(h) shall occur, and shall be deemed to occur, in the following sequence, in each case without any further authorization, act or formality on the part of any Person, effective as at two minute intervals starting at the Acquisition Effective Time: (i) each Company Proportionate Voting Share outstanding immediately prior to the Acquisition Effective Time shall be exchanged with the Company for that number of Company Subordinate Voting Shares equal to the ~~Holdco~~ PVS Conversion Ratio in effect immediately prior to the Acquisition Effective Time, and upon such exchange: (A) each such exchanged Company Proportionate Voting Share ~~Consideration~~shall be cancelled, and the ~~name~~ holders of such ~~holder~~ exchanged Company Proportionate Voting Shares shall be removed from the Company’s securities register for the Company Proportionate Voting Shares; and (B) each holder of ~~holders of Qualifying Holdco~~ such exchanged Company Proportionate Voting Shares ~~maintained~~ shall be entered in the Company’s securities register for the Company Subordinate Voting Shares in respect of the ~~applicable Qualifying Holdco~~Company Subordinate Voting Shares issued to such holder pursuant to this Section 3.1(h)(i); (ii) concurrently with the exchange of Company Proportionate Voting Shares pursuant to Section 3.1(h)(i), the capital of the Company Proportionate Voting Shares shall be reduced to nil, and there shall be added to the capital of the Company Subordinate Voting Shares, in respect of the Company Subordinate Voting Shares issued pursuant to Section 3.1(h)(i), an amount equal to the paid-up capital (within the meaning of the Tax Act) of the Company Proportionate Voting Shares immediately prior to the Acquisition Effective Time; (iii) each Company Multiple Voting Share outstanding immediately prior to the Acquisition Effective Time shall be exchanged with the Company for one Company Subordinate Voting Share, and upon such exchange: (A) each such exchanged Company Multiple Voting Share shall be cancelled, and the ~~Purchaser~~ holders of such exchanged Company Multiple Voting Shares shall be ~~recorded as~~ removed from the ~~registered~~ Company’s central securities register for the Company Multiple Voting Shares; and (B) each holder of such exchanged Company Multiple Voting Shares shall be entered in the ~~Qualifying Holdco~~ Company’s securities register for the Company Subordinate Voting Shares ~~so transferred~~ in respect of the Company Subordinate Voting Shares issued to such holder pursuant to this Section 3.1(h)(iii); (iv) concurrently with the exchange of Company Multiple Voting Shares pursuant to Section 3.1(h)(iii), the capital of the Company Multiple Voting Shares shall be reduced to nil, and there shall be added to the capital of the Company Subordinate Voting Shares, in respect of the Company Subordinate Voting Shares issued pursuant to Section 3.1(h)(iii), an amount equal to the paid-up capital (within the meaning of the Tax Act) of the Company Multiple Voting Shares immediately prior to the Acquisition Effective Time; (v) in accordance with the terms of the Purchaser Call Option, each Company Subordinate Voting Share held by a Company Canadian Shareholder immediately following the exchange in Section 3.1(h)(iii) (which, for the avoidance of doubt, shall include any Company Subordinate Voting Shares received by such Call Option Grantor upon the exchange in Section 3.1(h)(i)) shall be transferred, and shall be deemed to be transferred, by the ~~legal and beneficial owner thereof~~holder thereof to the Purchaser for the Purchaser Share Consideration (or, ~~free and clear~~ in the event a Purchaser Change of ~~any liens, claims or encumbrances; and (c) each Corporation Share outstanding (other than (i) Corporation Shares held by Brookfield~~Control shall have occurred prior to the Acquisition Date, the Per Share Consideration), which Purchaser Share Consideration or ~~any of their affiliates (which shall not be acquired under the Arrangement and shall remain outstanding as a Corporation~~ Per Share ~~held by Brookfield, the Purchaser or such affiliate~~Consideration, 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))applicable, shall be ~~transferred and deemed to be transferred by~~ paid in accordance with the ~~holder thereof, without any further act or formality on its part, free and clear~~ provisions of ~~all liens, claims and encumbrances, to the Applicable Purchaser, in exchange for a payment in cash equal to the Consideration~~Article 5, and ~~the name~~ upon such transfer: (A) each such former holder of such ~~holder~~ transferred Company Subordinate Voting Shares shall be removed from the Company’s securities register ~~of holders of Corporation~~ for the Company Subordinate Voting Shares~~, and, with respect to Corporation Shares elected to be transferred to the Purchaser,~~ ; (B) the Purchaser shall be ~~recorded~~ entered in the Company’s central securities register for the Company Subordinate Voting Shares as the ~~registered~~ legal owner of such transferred Company Subordinate Voting Shares; and (C) each such former holder of such transferred Company Subordinate Voting Shares shall, subject to Section 5.1, be entered in the ~~Corporation~~ Purchaser’s securities register for the Purchaser Shares in respect of the Consideration Shares issued to such holder pursuant to this Section 3.1(h)(v), or, to the extent applicable, in the securities register of the issuer of any Alternate Consideration that such former holder of Company Subordinate Voting Shares is entitled to receive in lieu of the Consideration Shares; (vi) each Eligible Company Canadian Shareholder shall be entitled to make a tax election, pursuant to subsection 85(1) or 85(2) of the Tax Act, as applicable (and the analogous provisions of provincial income tax law). The Purchaser shall make available on the Purchaser’s website tax election forms required under the Tax Act within 60 days of the Acquisition Date. Any Eligible Company Canadian Shareholder who wants to make such election and otherwise qualifies to make such election may do so by providing to the Purchaser two signed copies of the necessary election forms within 120 days following the Acquisition Date, duly completed with the details of the number of Company Subordinate Voting Shares transferred and the applicable agreed amount or amounts for the purposes of such election. Thereafter, subject to the election forms complying with the provisions of the Tax Act (or applicable provincial or territorial income tax law), the forms will be signed by the Purchaser and returned to such Eligible Company Canadian Shareholder by ordinary mail within 30 days after the receipt thereof by the Purchaser for filing with the Canada Revenue Agency (or the applicable provincial or territorial taxing authority). The Purchaser will not be responsible for the proper completion of any election form and, except for the obligation of the Purchaser to so sign and return duly completed election forms which are received by the Purchaser within 120 days following the Acquisition Date. The Purchaser will not be responsible for any taxes, interest or penalties resulting from the failure by an Eligible Company Canadian Shareholder to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial or territorial legislation). In its sole discretion, the Purchaser may choose to sign and return an election form received by it more than 120 days following the Acquisition Date, but the Purchaser will have no obligation to do so; (vii) Purchaser Subco shall merge with and into the Company (the “Merger”) and be one corporate entity with the same effect as if they had amalgamated under Section 269 of the BCBCA, except that the legal existence of the Company shall not cease and the Company shall survive the Merger (the Company, as such surviving entity (“Mergeco”), notwithstanding the issue by the Registrar of a certificate of amalgamation and the assignment of a new incorporation number to Mergeco. The Merger, together with the transactions described in this Section 3.1(h)(i) through (h)(x) is intended to qualify as a reorganization within the meaning of sections 368(a)(1)(A) and 368(a)(2)(E) of the U.S. Tax Code for all United States federal income tax purposes, and the Amalgamation is intended to qualify as an amalgamation as defined in subsection 87(9) of the Tax Act, and upon the Merger becoming effective: (A) without limiting the generality of the foregoing, the Company shall survive the Merger as Mergeco; (B) the properties, rights and interests and obligations of the Company shall continue to be the properties, rights and interests and obligations of Mergeco, and the Merger shall not constitute an assignment by operation of law, a transfer or any other disposition of the property, rights and interests of the Company to Mergeco; (C) the separate legal existence of Purchaser Subco shall cease without Purchaser Subco being liquidated or wound up, and the property, rights and interests and obligations of Purchaser Subco shall become the property, rights and interests and obligations of Mergeco; (D) Mergeco shall continue to be liable for the obligations of each of the Company and Purchaser Subco; (E) the Notice of Articles and Articles of Mergeco shall be the same as the Notice of Articles and Articles of the Company, as altered in accordance with Section 3.1(e); (F) each Company Subordinate Voting Share held by a Company Non-Canadian Shareholder immediately following the exchange in Section 3.1(h)(iii) (which, for the avoidance of doubt, shall include any Company Subordinate Voting Shares received by such Call Option Grantor upon the exchange in Section 3.1(h)(i)) shall, in accordance with the Purchaser Call Option, be transferred, and shall be deemed to be transferred, by the ~~legal~~ holder thereof to the Purchaser for the Purchaser Share Consideration (or, in the event a Purchaser Change of Control shall have occurred prior to the Acquisition Date, the Per Share Consideration), which Purchaser Share Consideration or Per Share Consideration, as applicable, shall be paid in accordance with the provisions of Article 5, and ~~beneficial owner thereof~~each such former holder shall be deemed to have executed and delivered all consents, ~~free~~ releases, assignments and ~~clear~~ waivers, statutory or otherwise, required to transfer such Company Subordinate Voting Shares in accordance with this Section 3.1(h)(vii)(F), and upon such transfer: (I) each such former holder of ~~any liens, claims or encumbrances.~~such transferred Company Subordinate Voting Shares shall be removed from the Company’s central securities register for the Company Subordinate Voting Shares;

Appears in 2 contracts

Sources: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Acreage Holdings, Inc.)

Arrangement. ~~Commencing at~~ At the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ order and without any further act or formality: (a) ~~each outstanding Corporation Share held by a Dissenting Shareholder~~ Parent shall issue, and be deemed to ~~be transferred by~~ have issued, to Parent SubCo that number of duly authorized, fully paid and non-assessable shares of Parent Common Stock (and associated Parent Rights) that is the ~~holder thereof~~ product of (i) the Exchange Ratio, multiplied by (ii) the number of Company Common Shares outstanding immediately prior to the ~~Corporation free and clear~~ Effective Time after deducting A. the number of ~~all liens, claims and encumbrances, and each~~ Company Common Shares held by any Dissenting Shareholder ~~shall cease to have any rights as a Corporation Shareholder other than the right~~ who is ultimately entitled to be paid the fair value of ~~their Corporation~~ the Company Common Shares held by such Dissenting Shareholder, and B. the ~~Corporation in accordance with Article 4 hereof~~number of Company Common Shares held by Parent or any Subsidiary of Parent, the exact number of which is to be confirmed by way of a certificate of a director or officer of Parent, and filed with the ~~name~~ corporate records of Parent, at such ~~holder shall be removed from~~ time that the ~~register~~ number of ~~holders~~ shares of ~~Corporation Shares~~Parent Common Stock (and associated Parent Rights) issuable under the Arrangement is finally determinable, and ~~such Corporation Shares~~ Parent SubCo shall issue, and be ~~cancelled;~~deemed to have issued, to Parent, in exchange therefor, 1,000,000 common shares in the capital of Parent SubCo. (b) The outstanding Company Common Shares held by each ~~Qualifying Holdco Share outstanding~~ Company Common Shareholder other than, (i) Company Common Shares held by a ~~Qualifying Holdco~~ Dissenting Shareholder who is ultimately entitled to be paid the fair value of the Company Common Shares held by such Dissenting Shareholder, or (ii) Company Common Shares held by Parent or any Subsidiary of Parent (which shall not be exchanged under the Arrangement and shall be ~~transferred~~ cancelled at the Effective Time and ~~deemed~~ cease to exist), will be transferred by the ~~Qualifying Holdco Shareholder~~holder thereof to, and acquired by, Parent SubCo without any ~~further~~ act or formality on ~~its part~~the part of the holders of such Company Common Shares or Parent SubCo, 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~~ that number of duly authorized, fully-paid and non-assessable shares of Parent Common Stock (and associated Parent Rights) equal to the ~~Holdco Share Consideration~~product of the total number of such Company Common Shares held by that Company Common Shareholder multiplied by the Exchange Ratio, and the name of each such holder ~~shall~~ of Company Common Shares will be removed from the register of holders of ~~Qualifying Holdco~~ Company Common Shares ~~maintained in respect~~ and added to the register of holders of Parent Common Stock. (c) Each Company Option that has not been duly exercised prior to the ~~applicable Qualifying Holdco, and the Purchaser~~ Effective Time shall be ~~recorded as~~ exchanged for or converted into an option (a “Replacement Option”) to purchase that number of shares of Parent Common Stock equal to the ~~registered holder~~ number of Company Common Shares subject to such Company Option multiplied by the ~~Qualifying Holdco Shares so transferred~~ Exchange Ratio. For a Company Option (i) with an exercise price denominated in Canadian dollars, such Replacement Option shall provide for an exercise price per share of Parent Common Stock in United States dollars equal to (x) the exercise price per Company Common Share of such Company Option immediately prior to the Effective Time divided by the Exchange Ratio, divided by (y) the Currency Exchange Rate for United States dollars on the Effective Date, or (ii) with an exercise price denominated in United States dollars, such Replacement Option shall provide for an exercise price per share of Parent Common Stock in United States dollars equal to the exercise price per Company Common Share of such Company Option immediately prior to the Effective Time divided by the Exchange Ratio; provided that in no circumstance shall the exercise price per share of Parent Common Stock be less than $.01 and if the calculation results in an exercise price less than $.01, the exercise price shall be deemed to be $.01 per share of Parent Common Stock. If the ~~legal and beneficial owner thereof~~foregoing calculation results in a Replacement Option (A) being exercisable for a fraction of a share of Parent Common Stock, ~~free and clear~~ then the number of shares of Parent Common Stock subject to such Replacement Option shall be rounded down to the next whole number of shares of Parent Common Stock or (B) having an exercise price per share of Parent Common Stock that is a fraction of a cent, then the exercise price per share of Parent Common Stock under such Replacement Option shall be rounded up to the next whole cent; provided, however, that with respect to any ~~liens~~Company Option which is an “incentive stock option”, ~~claims~~ within the meaning of Section 422 of the Code, or ~~encumbrances; and (c~~which is held by a person who is a resident of Canada within the meaning of the ITA, the provisions provided in this paragraph 2(c) ~~each Corporation Share outstanding (other than~~ shall, if applicable, be modified in a manner so that (i) ~~Corporation~~ the excess of the aggregate fair market value of the shares of Parent Common Stock subject to the Replacement Option immediately after the issuance of the Replacement Option over the aggregate option exercise price of such shares does not exceed the excess of the aggregate fair market value of all Company Common Shares ~~held~~ subject to the Company Option immediately before the issuance of the Replacement Option over the aggregate option exercise price of such shares, and, with respect only to a Company Option that is an “incentive stock option” within the meaning of Section 422 of the Code, (ii) on a share by ~~Brookfield~~share comparison, the ~~Purchaser or any~~ ratio of ~~their affiliates (which shall~~ the option exercise price to the fair market value of the shares of Parent Common Stock subject to the Replacement Option immediately after the issuance of the Replacement Option will not be ~~acquired~~ more favorable to the option holder than the ratio of the option exercise price to the fair market value of the Company Common Shares subject to the Company Option immediately before the issuance of the Replacement Option. The term to expiry, conditions to and manner of exercising, vesting schedule and all other terms and conditions of such Replacement Option will be the same as the terms and conditions of such Company Option. Any document or agreement previously evidencing such Company Option shall thereafter evidence and be deemed to evidence such Replacement Options. (d) Each Company RSU outstanding under the ~~Arrangement and~~ Company Stock Plans as of the Effective Time, shall ~~remain outstanding as~~ be deemed to be exchanged for or converted into a ~~Corporation Share held by Brookfield, the Purchaser~~ right (a “Replacement RSU”) to acquire or ~~such affiliate,~~ receive (as the case may be~~); (ii~~) ~~Corporation Shares held by Qualifying Holdcos, the Qualifying Holdco Shares~~ that number 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 shares of ~~all liens, claims and encumbrances, to the Applicable Purchaser, in exchange for a payment in cash~~ Parent Common Stock equal to the ~~Consideration~~number of Company Common Shares subject to such Company RSU multiplied by the Exchange Ratio; provided that for the purposes of this paragraph (d) only, ~~and~~ in the ~~name~~ case of ~~such~~ a holder or participant under the relevant Company Stock Plan who is a resident of Canada for purposes of the ITA, the Exchange Ratio shall be ~~removed from~~ modified in a manner such that the ~~register~~ aggregate fair market value of ~~holders~~ the shares of ~~Corporation Shares, and, with respect to Corporation Shares elected~~ Parent Common Stock to be ~~transferred~~ acquired or received under the Replacement RSU immediately after the issuance of the Replacement RSU will not exceed the aggregate fair market value of the Company Common Shares immediately before the issuance of the Replacement RSU that would have been acquired or received under the Company RSU under the relevant Company Stock Plan. If the foregoing calculation results in a Replacement RSU being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such Replacement RSU shall be rounded down to the ~~Purchaser,~~ next whole number of shares of Parent Common Stock. Such Replacement RSUs shall otherwise be subject to the ~~Purchaser~~ same terms and conditions applicable to the Company RSUs under the relevant Company Stock Plan. Any document or agreement previously evidencing such Company RSUs shall ~~be recorded as the registered holder of the Corporation Shares so transferred~~ thereafter evidence and ~~shall~~ be deemed to ~~be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~reference Replacement RSUs.

Appears in 2 contracts

Sources: Combination Agreement (Donnelley R R & Sons Co), Combination Agreement (Moore Wallace Inc)

Arrangement. ~~Commencing~~ Pursuant to the Arrangement, at the Effective Time, the following ~~events or~~ transactions shall occur and shall be deemed to occur consecutively in the following ~~sequence~~ order and without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a) ~~each outstanding Corporation Share~~ all Company Common Shares held by a Dissenting ~~Shareholder~~ Shareholders shall be deemed to be have been assigned and transferred ~~by the holder thereof to the Corporation~~ (free and clear of all ~~liens~~Encumbrances) to Triple Flag in exchange for a debt claim against Triple Flag in an amount determined in accordance with Section 5.1 hereof, ~~claims and encumbrances, and each~~ and: (i) such Dissenting ~~Shareholder~~ Shareholders shall cease to be the holders of such Company Common Shares and to have any rights as ~~a Corporation Shareholder~~ Company Shareholders other than the right to be paid the fair value for such Company Common Shares as set out in Section 5.1; (ii) the name of ~~their Corporation Shares~~ each such holder will be removed as a Company Shareholder from the registers of Company Shareholders maintained by or on behalf of the ~~Corporation~~ Company in respect of the Company Common Shares; and (iii) the holder of each such Company Common Share immediately prior to such transfer shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to so assign and transfer such Company Common Share; (b) each Company Shareholder shall transfer to Triple Flag each whole Company Common Share held (other than any Company Common Share acquired by Triple Flag from a Dissenting Shareholder under Section 3.1(a)) in exchange for: (i) in the case of a Company Common Share for which the Cash Election was made under Section 3.2(a)(i) the All Cash Consideration, (ii) in the case of a Company Common Share for which the Share Election was made under Section 3.2(a)(ii) or deemed to have been made under Sections 3.2(b), the All Share Consideration, in each case subject to proration in accordance with ~~Article 4 hereof~~Section 3.3 and Section 3.4, and in respect of the Company Common Shares so transferred (i) the Company Shareholder shall cease to be the holder thereof, (ii) the name of ~~such holder~~ the Company Shareholder shall be removed from the register maintained by or on behalf of ~~holders~~ the Company in respect of ~~Corporation~~ the Company Common Shares; (iii) the Company Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to effect the transfer thereof; and (iv) the name of Triple Flag shall be added to the register maintained by or on behalf of the Company in respect of the Company Common Shares as the holder thereof. (c) simultaneously: (i) each Company In-The-Money-Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Company Option Plan, will be deemed to be unconditionally vested and exercisable, and such ~~Corporation Shares shall~~ Company Option will, (a) in the case of a Company In-The-Money-Option for which the Cash Option Election was made under Section 3.5(a)(i), without any further action by or on behalf of a holder of Company Options, be ~~cancelled;~~assigned, transferred, and disposed of by the Company In-The-Money-Optionholder to the Company in consideration for a cash payment from the Company equaling the Cash-out Amount for such Company Option, in each case, less applicable withholdings, and such Company Option will be immediately canceled; or (b) ~~each Qualifying Holdco~~ in the case of a Company In-The-Money-Option for which the Share ~~outstanding held by a Qualifying Holdco Shareholder shall be transferred and deemed to be transferred by the Qualifying Holdco Shareholder~~Option Election was made under Section 3.5(a)(ii), without any further ~~act~~ action by or ~~formality~~ on ~~its part~~behalf of a holder of Company Options, ~~free~~ be exchanged for a vested Replacement Option to acquire, on the same terms and ~~clear of all liens, claims and encumbrances,~~ conditions as were applicable under such Company Option immediately prior to the ~~Purchaser~~Effective Time, ~~in accordance with~~ such number of Triple Flag Common Shares equal to (1) that number of Company Common Shares that were issuable upon exercise of such Company Option immediately prior to the ~~applicable Holdco Agreement~~Effective Time, ~~in exchange for a payment in cash~~ multiplied by (2) the Exchange Ratio, rounded down to the nearest whole number of Triple Flag Common Shares, at an exercise price per Triple Flag Common Share equal to the ~~Holdco~~ quotient determined by dividing (X) the exercise price per Company Common Share ~~Consideration~~at which such Company Option was exercisable immediately prior to the Effective Time, ~~and~~ by (Y) the ~~name~~ Exchange Ratio, rounded up to the nearest whole cent; provided that the exercise price of such ~~holder~~ Replacement Option shall ~~be removed from the register of holders of Qualifying Holdco Shares maintained in respect of the applicable Qualifying Holdco~~be, ~~and the Purchaser shall be recorded as the registered holder of the Qualifying Holdco Shares so transferred~~ and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of such Replacement Option does not exceed the In the Money Amount (if any) of such Company Option before the exchange. Notwithstanding the foregoing, the requirement in section 8.1 of the Company Option Plan for any vested Replacement Options to be exercised within 90 days after the ~~legal~~ Effective Time shall not apply and ~~beneficial owner thereof~~the termination of affiliation provisions in sections 4.3(a), ~~free~~ 4.3(b) and ~~clear~~ 4.3(c) of the Company Option Plan shall not apply such that any ~~liens, claims~~ cessation of employment or ~~encumbrances~~engagement of a holder of Replacement Options that would be subject to such sections shall be disregarded and the applicable holder’s Replacement Options shall otherwise continue to remain outstanding in accordance with the Company Option Plan until the applicable Expiry Date (as defined in the Company Option Plan); and (cii) each ~~Corporation Share~~ Company Out-Of-The-Money-Option outstanding immediately prior to the Effective Time (~~other than (i) Corporation Shares held by Brookfield, the Purchaser~~ whether vested 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)unvested), ~~shall~~ notwithstanding the terms of the Company Option Plan, will be ~~transferred and~~ deemed to be ~~transferred by the holder thereof~~unconditionally vested and exercisable, and such Company Option will without any further ~~act~~ action by or ~~formality~~ on ~~its part~~behalf of a holder of Company Options, ~~free~~ be exchanged for a vested Replacement Option to acquire, on the same terms and ~~clear of all liens, claims and encumbrances,~~ conditions as were applicable under such Company Option immediately prior to the ~~Applicable Purchaser~~Effective Time, ~~in exchange for a payment in cash~~ such number of Triple Flag Common Shares equal to (1) that number of Company Common Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio, rounded down to the nearest whole number of Triple Flag Common Shares, at an exercise price per Triple Flag Common Share equal to the ~~Consideration~~quotient determined by dividing (X) the exercise price per Company Common Share at which such Company Option was exercisable immediately prior to the Effective Time, ~~and~~ by (Y) the ~~name~~ Exchange Ratio, rounded up to the nearest whole cent; provided that the exercise price of such ~~holder~~ Replacement Option shall ~~be removed from the register of holders of Corporation Shares~~be, ~~and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred~~ and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount (if any) of such Replacement Option does not exceed the In the Money Amount (if any) of such Company Option before the exchange. Notwithstanding the foregoing, the requirement in section 8.1 of the Company Option Plan for any vested Replacement Options to be exercised within 90 days after the ~~legal~~ Effective Time shall not apply and ~~beneficial owner~~ the termination of affiliation provisions in sections 4.3(a), 4.3(b) and 4.3(c) of the Company Option Plan shall not apply such that any cessation of employment or engagement of a holder of Replacement Options that would be subject to such sections shall be disregarded and the applicable holder’s Replacement Options shall otherwise continue to remain outstanding in accordance with the Company Option Plan until the applicable Expiry Date (as defined in the Company Option Plan); and (iii) each Company RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Company RSU Plan or any applicable grant letter, employment agreement (or similar agreement) or any resolution or determination of the Company Board (or any committee thereof), shall, without any further action by or on behalf of the holder thereof, ~~free~~ be deemed to be assigned and ~~clear of any liens~~transferred by such holder to the Company in exchange for a cash payment from the Company in an amount equal to the Payout Value, ~~claims or encumbrances~~subject to Section 6.3, and each such Company RSU shall immediately be cancelled.

Appears in 2 contracts

Sources: Arrangement Agreement (Maverix Metals Inc.), Arrangement Agreement (Triple Flag Precious Metals Corp.)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ sequence, in each case effective as at one minute intervals starting at the Effective Time, without any further act or formality: (a) the Shareholder Rights Plan shall be cancelled and shall have no further force or effect and each ~~outstanding Corporation~~ of the rights thereunder shall be deemed to be cancelled for no consideration; (b) each SilverCrest Share held by a Dissenting Shareholder in respect of which the SilverCrest Shareholder has validly exercised his, her or its Dissent Rights shall be deemed to be transferred and assigned by ~~the holder thereof to the Corporation free and clear of all liens, claims and encumbrances, and each~~ such 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, to First Majestic (free and clear of ~~all~~ any liens, ~~claims~~ charges and ~~encumbrances~~encumbrances of any nature whatsoever) in accordance with, and for the consideration set forth in, Section 3.1; (c) pursuant to and on the terms and conditions set out in the SilverCrest Conveyance Agreement, SilverCrest will subscribe for and SpinCo will issue to SilverCrest such number of fully paid and non-assessable SpinCo Shares as is equal to the ~~Purchaser~~total number of SilverCrest Shares issued and outstanding at the Effective Time (other than SilverCrest Shares held by Dissenting Shareholders) multiplied by the SpinCo Exchange Ratio for an aggregate purchase price of $5,291,635 and, in satisfaction of such purchase price, SilverCrest will (i) pay to SpinCo cash in the amount of $5,250,000, (ii) transfer to SpinCo all right, title and interest which it holds in and to (or, in the case of (B), at the discretion of First Majestic, arrange for a sublease of) (A) the SilverCrest name and logo, (B) the office lease of SilverCrest relating to SilverCrest’s existing offices located at Suites 501 and 503 - 570 Granville Street, Vancouver, British Columbia, and (C) all office furniture, office equipment or office supplies located at such office location and all associated computer software licenses; (iii) endorse over to SpinCo the non-interest bearing demand promissory note (the “Nusantara Note”) issued to SilverCrest by its subsidiary, Nusantara de Mexico S.A. de C.V., in the amount of $24,235, which note will be immediately assigned by SpinCo to SpinCo Sub; and (iv) assume all of the SilverCrest Transferred Liabilities (other than SilverCrest Transferred Liabilities relating solely to the SilverCrest Transferred Properties); (d) pursuant to and on the terms and conditions set out in the SilverCrest Conveyance Agreement, SilverCrest shall cause its subsidiaries to assign and transfer to SpinCo Sub and SpinCo shall cause SpinCo Sub to accept all right, title and interest in and to the SilverCrest Transferred Properties for an aggregate purchase price of $24,235 and, in satisfaction of such purchase price, SpinCo Sub will (i) set-off the Nusantara Note against the cash portion of such purchase price and will surrender the Nusantara Note for cancellation; and (ii) assume all of the SilverCrest Transferred Liabilities relating solely to the SilverCrest Transferred Properties; (e) pursuant to and on the terms and conditions set out in the First Majestic Conveyance Agreement, First Majestic will subscribe for and SpinCo will issue to First Majestic such number of fully-paid and non-assessable SpinCo Shares as is equal to the number of SpinCo Shares referred to in Section 2.3(c) multiplied by 0.1099 for an aggregate purchase price equal to the aggregate purchase price referred to in Section 2.3(c) multiplied by 0.1099, such purchase price to be satisfied in the manner set out in Section 2.3(f); (f) pursuant to and on the terms and conditions set out in the First Majestic Conveyance Agreement, First Majestic shall cause First Majestic Sub to assign and transfer to SpinCo Sub and SpinCo shall cause SpinCoSub to accept all right, title and interest in and to the First Majestic Transferred Property for an aggregate purchase price equal to the amount referred to in Section 2.3(e), such purchase price to be satisfied by set-off against the amount referred to in Section 2.3(e); (g) each SilverCrest Option which is outstanding and has not been duly exercised prior to the Effective Time will be exchanged for an option (each, a “SilverCrest Replacement Option”) to purchase from SilverCrest a SilverCrest Share and an option (each, a “SpinCo Option”) to purchase from SpinCo such number of SpinCo Shares as is equal to the SpinCo Exchange Ratio (and when aggregated with the other similar SpinCo Options of a holder of such options resulting in a fraction of a SpinCo Share, they shall all be rounded down to the nearest whole number of SpinCo Shares). Each SilverCrest Replacement Option shall provide for an exercise price per SilverCrest Share (rounded up to the nearest whole cent) equal to the exercise price per SilverCrest Share that would otherwise be payable to acquire a SilverCrest Share pursuant to the SilverCrest Option it replaces. Each SpinCo Option shall provide for an exercise price per SpinCo Share (rounded up to the nearest whole cent) equal to the exercise price per SilverCrest Share that would otherwise be payable pursuant to the SilverCrest Option it replaces, divided by the SpinCo Exchange Ratio. All terms and conditions of a SilverCrest Replacement Option or a SpinCo Option, including the term to expiry, conditions to and manner of exercising, will be the same as the SilverCrest Option for which it was exchanged and shall be governed by the terms of the SilverCrest Option Plan (in the case of SilverCrest Replacement Options) or the SpinCo Option Plan (in the case of SpinCo Options) and any document previously evidencing the SilverCrest Replacement Option shall thereafter evidence and be deemed to evidence such SilverCrest Replacement Option and SpinCo Option. It is intended that subsection 7(1.4) of the ITA apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of the SilverCrest Replacement Options and SpinCo Options issued to any particular former holder of SilverCrest Options will be increased on a pro rata basis such that the aggregate In-the-Money Amount of the SilverCrest Replacement Options and the In-the-Money Amount of the SpinCo Options held by such holder immediately after the exchange does not exceed the In-the-Money Amount of the SilverCrest Options held by such holder immediately before the exchange; (h) the SpinCo Shares referred to in Section 2.3(c) shall be distributed by SilverCrest to the SilverCrest Shareholders (other than SilverCrest Shareholders who have validly exercised Dissent Rights) such that each such holder will receive such number of SpinCo Shares in respect of each SilverCrest Share held as is equal to the SpinCo Exchange Ratio, such SpinCo Shares to be distributed as a return of share capital pursuant to a reorganization of SilverCrest’s business and a distribution of proceeds from a disposition of SilverCrest’s property outside the ordinary course of SilverCrest’s business, with the result that the paid up capital in respect of the SilverCrest Shares shall be reduced by an amount equal to the fair market value thereof; (i) each SilverCrest Share (other than any SilverCrest Share held by any Dissenting Shareholder) will, without further act or formality and by or on behalf of a holder of SilverCrest Shares, be irrevocably assigned and transferred by the holder thereof to First Majestic (free and clear of any liens, charges and encumbrances of any nature whatsoever) in exchange for such number of First Majestic Shares as is equal to the First Majestic Exchange Ratio and $0.0001 in cash for each SilverCrest Share held; (j) each SilverCrest Replacement Option which is outstanding and has not been duly exercised prior to the Effective Time will be exchanged for an option (each, a “First Majestic Replacement Option”) to purchase from First Majestic such number of First Majestic Shares as is equal to the First Majestic Exchange Ratio (and when aggregated with the other similar First Majestic Replacement Options of a holder of such options resulting in a fraction of a First Majestic Share, they shall all be rounded down to the nearest whole number of First Majestic Shares). Each First Majestic Replacement Option shall provide for an exercise price per First Majestic Share (rounded up to the nearest whole cent) equal to the exercise price per SilverCrest Share that would otherwise be payable pursuant to the SilverCrest Replacement Option it replaces, divided by the First Majestic Exchange Ratio. All terms and conditions of a First Majestic Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the SilverCrest Replacement Option for which it was exchanged, and shall be governed by the terms of the First Majestic Option Plan and any document previously evidencing the SilverCrest Replacement Option shall thereafter evidence and be deemed to evidence such First Majestic Replacement Option. Notwithstanding the forgoing, the terms and conditions of the First Majestic Option Plan relating to accelerated expiry of First Majestic Options on account of early termination after ceasing to hold office or ceasing to be an employee or consultant shall not apply to the First Majestic Replacement Options, such that there will be no accelerated expiry of First Majestic Replacement Options on account of early termination after ceasing to hold office or ceasing to be an employee or consultant; (k) with respect to each SilverCrest Share transferred and assigned in accordance with Section 2.3(b) or Section 2.3(i): (i) the ~~applicable Holdco Agreement, in exchange for a payment in cash equal~~ registered holder thereof shall cease to be the ~~Holdco~~ registered holder of such SilverCrest Share ~~Consideration,~~ and the name of such registered holder shall be removed from the register of ~~holders of Qualifying Holdco Shares maintained in respect~~ SilverCrest Shareholders as of the ~~applicable Qualifying Holdco, and the Purchaser shall be recorded as~~ Effective Time; (ii) the registered holder ~~of the Qualifying Holdco Shares so transferred and~~ thereof shall be deemed to ~~be the legal~~ have executed and ~~beneficial owner thereof~~delivered all consents, ~~free~~ releases, assignments and ~~clear of any liens~~waivers, ~~claims~~ statutory or ~~encumbrances~~otherwise, required to transfer and assign such SilverCrest Share; 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~~ First Majestic will 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~~ of the outstanding SilverCrest Shares and ~~encumbrances, to the Applicable Purchaser, in exchange for a payment in cash equal to the Consideration, and the name of such holder shall be removed from~~ the register of ~~holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser~~ SilverCrest Shareholders shall be ~~recorded as~~ revised accordingly; and (l) the ~~registered holder of the Corporation Shares so transferred~~ exchanges, cancellations and ~~shall~~ other steps provided for in this Section 2.3 will be deemed to be occur on the ~~legal and beneficial owner thereof~~Effective Date, ~~free and clear~~ notwithstanding that certain of ~~any liens, claims or encumbrances~~the procedures related thereto are not completed until after the Effective Date.

Appears in 2 contracts

Sources: Arrangement Agreement (Silvercrest Mines Inc), Arrangement Agreement (First Majestic Silver Corp)

Appears in 2 contracts

Sources: Amending Agreement, Arrangement Agreement

Arrangement. ~~Commencing at~~ 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~~formality by the Company, the Purchaser or Digital River or any other person: (a) At the Effective Time: (i) each Option granted and outstanding ~~Corporation Share held by a Dissenting Shareholder shall~~ immediately prior to the Effective Time will be and be deemed to be transferred by the holder thereof to the ~~Corporation~~ Company in exchange for a cash payment from the Company equal to the Option Consideration (if any) in respect of such Option; (ii) with respect to each Option, the holder thereof will cease to be the holder thereof or to have any rights as a holder in respect of such Option or under the Company Stock Option Plan and the name of the holder thereof will be removed from the applicable securities register of the Company with respect to such Option; and (iii) the Company Stock Option Plan and each of the Options transferred to the Company pursuant to the step contemplated in Section 3.1(a) will be cancelled; (b) At the Effective Time: (i) each Warrant issued and outstanding immediately prior to the Effective Time will be and be deemed to be transferred by the holder thereof to the Company in exchange for a cash payment from the Company equal to the Warrant Consideration (if any) in respect of such Warrant; (ii) with respect to each Warrant, the holder thereof will cease to be the holder thereof or to have any rights as a holder in respect of such Warrant and the name of the holder thereof will be removed from the applicable securities register of the Company with respect to such Warrant; and (iii) each of the Warrants transferred to the Company pursuant to the step contemplated in Section 3.1(b) will be cancelled; (c) each of the outstanding Shares held by Dissenting Shareholders who are ultimately determined to be entitled to be paid the fair value of the Shares in respect of which they have exercised their Dissent Rights will be and be deemed to be irrevocably transferred to the Purchaser (free and clear of ~~all liens, claims~~ any Liens) and ~~encumbrances, and each~~ such Dissenting ~~Shareholder~~ Shareholders shall cease to have any rights as ~~a Corporation Shareholder~~ shareholders of the Company other than the right to be paid the fair value of their ~~Corporation~~ Shares ~~by the Corporation~~ in accordance with Article ~~4 hereof~~4; (d) at the same time as the step contemplated by Section 3.1(c), with respect to each Share transferred to the Purchaser: (i) the Dissenting Shareholder who was the registered holder of such Share immediately prior to the Effective Time will cease to be the holder of such Share and the name of such ~~holder shall~~ Dissenting Shareholder will be removed from the securities register of ~~holders of Corporation Shares, and~~ the Company with respect to such ~~Corporation Shares shall be cancelled;~~Share; and (bii) ~~each Qualifying Holdco~~ legal and beneficial title to such Share ~~outstanding held by a Qualifying Holdco Shareholder shall~~ will vest in the Purchaser and the Purchaser will be ~~transferred~~ and be deemed to be ~~transferred by~~ the ~~Qualifying Holdco Shareholder, without any further act or formality on its part,~~ transferee and the legal and beneficial owner (free and clear of ~~all liens~~any Liens) of such Share and will be entered in the securities register of the Company as the sole holder of such Share; (e) each of the outstanding Shares (excluding the Shares held by Dissenting Shareholders who are ultimately determined to be entitled to be paid the fair value of the Shares in respect of which they have exercised their Dissent Rights and any Shares held, ~~claims and encumbrances~~directly or indirectly, by the Purchaser immediately prior to the ~~Purchaser, in accordance with~~ Effective Time) will be and be deemed to be irrevocably transferred to the ~~applicable Holdco Agreement,~~ Purchaser in exchange for a cash payment from or on behalf of the Purchaser in ~~cash~~ an amount equal to the ~~Holdco~~ Share Consideration; (f) at the same time as the step contemplated by Section 3.1(e), with respect to each Share transferred to the Purchaser: (i) the Shareholder who was the registered holder of such Share immediately prior to the Effective Time will cease to be the holder of such Share and the name of such ~~holder shall~~ Shareholder will be removed from the securities register of ~~holders of Qualifying Holdco Shares maintained~~ the Company with respect to such Share; and (ii) legal and beneficial title to such Share will vest in ~~respect of~~ the ~~applicable Qualifying Holdco,~~ Purchaser and the Purchaser be and be deemed to be the transferee and the legal and beneficial owner (free and clear of any Liens) of such Share and will be entered in the securities register of the Company as the sole holder of such Share. (g) The Purchaser and the Company shall amalgamate to form Amalco and shall continue as one corporation under the BCBCA and unless and until otherwise determined in the manner permitted or required by the BCBCA or otherwise by law, by Amalco or by its directors or shareholders with the following effects: (i) the outstanding Shares of the Company shall be ~~recorded~~ cancelled without any repayment of capital in respect thereof; (ii) the articles of amalgamation of Amalco shall be the same as the ~~registered holder~~ articles of incorporation of the ~~Qualifying Holdco Shares so transferred~~ Purchaser; (iii) the outstanding share capital and the stated capital of Amalco shall be the same as the outstanding share capital and stated capital of the Purchaser; (iv) the name of Amalco shall be “LML Payment Systems Inc.”; (v) the property of the Company and the Purchaser will continue to be the property of Amalco; (h) Amalco will continue to be liable for the obligations of the Company and the Purchaser including, but not limited to: (i) any change of control obligations; (ii) all costs and expenses associated with the cessation of business by the Company; (iii) any brokerage fees payable by the Company; and (iv) any expenses associated with the transactions contemplated herein. (i) an existing cause of action, claim or liability to prosecution relating to the Company and the Purchaser will be unaffected; (j) a civil, criminal or administrative action or proceeding pending by or against the Company or the Purchaser may be continued or prosecuted by or against Amalco; (k) the articles of arrangement shall be deemed to be the ~~legal~~ articles of amalgamation of Amalco and ~~beneficial owner thereof, free and clear~~ the certificate of ~~any liens, claims or encumbrances~~arrangement is deemed to be the certificate of incorporation of Amalco; and (cl) ~~each Corporation Share outstanding (other than (i) Corporation Shares held by Brookfield,~~ the bylaws for Amalco shall be in the form of the bylaws of 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, immediately prior to the ~~Applicable Purchaser~~amalgamation becoming effective, in exchange for a payment in cash equal to the Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims until repealed or ~~encumbrances~~amended.

Appears in 2 contracts

Sources: Arrangement Agreement (LML Payment Systems Inc), Arrangement Agreement (Digital River Inc /De)

Arrangement. Commencing at the Effective Time, each of the ~~following~~ transactions or events ~~or transactions~~ set out below shall occur and shall be deemed to occur in the following ~~sequence~~ sequence, in each case without any further authorization, act or ~~formality~~formality on the part of any Person, and in each case, unless otherwise specifically provided in this Section 3.1, effective as at two-minute intervals starting at the Effective Time: (a) each ~~outstanding Corporation~~ Company Share held by a Dissenting Company Shareholder shall be, and shall be deemed to be be, transferred to the Purchaser by the holder ~~thereof to the Corporation~~ thereof, free and clear of all ~~liens, claims and encumbrances~~Liens, and thereupon each Dissenting Company Shareholder shall cease to have any rights as a ~~Corporation Shareholder~~ holder of such Company Shares other than a claim against the ~~right to be paid the fair value of their Corporation Shares by the Corporation~~ Purchaser in an amount determined and payable in accordance with Article 4 ~~hereof,~~ and the name of such ~~holder~~ Dissenting Company Shareholder shall be removed from the securities register ~~of holders of Corporation~~ for the Company Shares~~, and such Corporation Shares shall be cancelled~~; (b) each ~~Qualifying Holdco~~ Company 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, and shall be ~~transferred and~~ deemed to ~~be transferred by~~ be, surrendered to the ~~holder thereof, without any further act or formality on its part~~Company, free and clear of all ~~liens~~Liens, ~~claims~~ and ~~encumbrances,~~ each such Company Share so surrendered shall be cancelled for no consideration and thereupon the Purchaser shall cease to ~~the Applicable Purchaser, in exchange for~~ have any rights as a ~~payment in cash equal to the Consideration,~~ holder of such Company Shares and the name of ~~such holder~~ the Purchaser shall be removed from the securities register for the Company Shares; (c) each Effective Time Company Shareholder shall grant, and shall be deemed to have granted, to the Purchaser a Purchaser Call Option in respect of ~~holders~~ (i) each Company Share held by such Effective Time Company Shareholder at the Effective Time, (ii) all Company Shares into which any Company Share referred to in (i) of ~~Corporation~~ this Section 3.1(c) may be converted in accordance with the rights and restrictions attached to such Company Share in the Company’s Notice of Articles and Articles, and (iii) all Company Shares for which any Company Share referred to in (i) of this Section 3.1(c) may be exchanged pursuant to Section 3.1(i)(i) or Section 3.1(i)(iii); (d) in consideration for the grant of the Purchaser Call Options by the Effective Time Company Shareholders to the Purchaser pursuant to Section 3.1(c), the Purchaser shall, concurrently with the grant of such Purchaser Call Options, pay to each Effective Time Company Shareholder the Per Share Option Premium in respect of each Company Share held by such Effective Time Company Shareholder at the Effective Time; (e) each Person (other than the Purchaser or any affiliate of the Purchaser) who, at any time after the Effective Time and prior to the earlier of the Acquisition Effective Time and the Acquisition Closing Outside Date, acquires a Company Share from the Company (other than a Company Share in respect of which such Person has already granted to the Purchaser a Purchaser Call Option pursuant to Section 3.1(c)), or from any other Person, shall, concurrently with the acquisition of such Company Share, grant and shall be deemed to have granted to the Purchaser a Purchaser Call Option in respect of (i) such Company Share, (ii) all Company Shares into which such Company Share may be converted in accordance with the rights and restrictions attached to such Company Share in the Company’s Notice of Articles and Articles, and (iii) all Company Shares for which any Company Share referred to in (i) of this Section 3.1(e) may be exchanged pursuant to Section 3.1(i)(i) or Section 3.1(i)(iii); provided, that the Purchaser shall not be required to pay, nor shall such Person be entitled to receive from the Purchaser or from any Effective Time Company Shareholder, any payment on account of, as compensation for, or in relation to, the Option Premium in respect of any Purchaser Call Option granted pursuant to this Section 3.1(e); (f) the Notice of Articles and Articles of the Company, as applicable, shall be altered to: (i) alter the rights and restrictions of the existing classes of Company Subordinate Voting Shares, Company Proportionate Voting Shares and Company Multiple Voting Shares and to provide for the special rights and restrictions attaching to the Company Subordinate Voting Shares, Company Proportionate Voting Shares and Company Multiple Voting Shares, respectively, set out in the attached Exhibit A, which special rights and restrictions shall specifically refer to and include the Purchaser Call Option granted pursuant to this Plan of Arrangement; and (ii) in connection with the foregoing, Articles 26, 27 and 28 of the existing articles of the Company shall be deleted in their entirety and replaced with Articles 26, 27 and 28 as set out in the attached Exhibit A; (g) upon the Triggering Event Date occurring prior to the Purchaser Call Option Expiry Date, the Purchaser shall, in accordance with the terms and conditions of the Purchaser Call Option, exercise, and shall be deemed to have exercised, effective at the end of the Triggering Event Date, the Purchaser Call Option with respect to ~~Corporation Shares elected~~ all (but not less than all) of the Purchaser Call Option Shares; (h) upon the exercise or deemed exercise of the Purchaser Call Option by the Purchaser prior to the Purchaser Call Option Expiry Date, the Purchaser shall, in accordance with the terms and conditions of the Purchaser Call Option, acquire from each Call Option Grantor, and each Call Option Grantor shall be ~~transferred~~ required to transfer to the Purchaser, all of the Purchaser Call Option Shares that are held by such Call Option Grantor on the Acquisition Date immediately following the exchange referred to in Section 3.1(i)(iii) (which, for the avoidance of doubt, shall include any Company Subordinate Voting Shares received by such Call Option Grantor upon the exchange in Section 3.1(i)(i)), which acquisition and transfer shall occur on the Acquisition Date in accordance with Section 3.1(i)(v) or Section 3.1(i)(vii)(F), as applicable; (i) on the Acquisition Date, each of the transactions or events set out below in this Section 3.1(i) shall occur, and shall be ~~recorded~~ deemed to occur, in the following sequence, in each case without any further authorization, act or formality on the part of any Person, effective as at two minute intervals starting at the Acquisition Effective Time: (i) each Company Proportionate Voting Share outstanding immediately prior to the Acquisition Effective Time shall be exchanged with the Company for that number of Company Subordinate Voting Shares equal to the PVS Conversion Ratio in effect immediately prior to the Acquisition Effective Time, and upon such exchange: (A) each such exchanged Company Proportionate Voting Share shall be cancelled, and the holders of such exchanged Company Proportionate Voting Shares shall be removed from the Company’s securities register for the Company Proportionate Voting Shares; and (B) each holder of such exchanged Company Proportionate Voting Shares shall be entered in the Company’s securities register as the ~~registered~~ holder of the ~~Corporation~~ Company Subordinate Voting Shares ~~so transferred~~ issued to such holder pursuant to this Section 3.1(i)(i); (ii) concurrently with the exchange of Company Proportionate Voting Shares pursuant to Section 3.1(i)(i), the capital of the Company Proportionate Voting Shares shall be reduced to nil, and there shall be added to the capital of the Company Subordinate Voting Shares, in respect of the Company Subordinate Voting Shares issued pursuant to Section 3.1(i)(i), an amount equal to the paid-up capital (within the meaning of the Tax Act) of the Company Proportionate Voting Shares immediately prior to the Acquisition Effective Time; (iii) each Company Multiple Voting Share outstanding immediately prior to the Acquisition Effective Time shall be exchanged with the Company for one Company Subordinate Voting Share, and upon such exchange: (A) each such exchanged Company Multiple Voting Share shall be cancelled, and the holders of such exchanged Company Multiple Voting Shares shall be removed from the Company’s securities register for the Company Multiple Voting Shares; and (B) each holder of such exchanged Company Multiple Voting Shares shall be entered in the Company’s securities register as the holder of the Subordinate Voting Shares issued to such holder pursuant to this Section 3.1(i)(iii); (iv) concurrently with the exchange of Company Multiple Voting Shares pursuant to Section 3.1(i)(iii), the capital of the Company Multiple Voting Shares shall be reduced to nil, and there shall be added to the capital of the Company Subordinate Voting Shares, in respect of the Company Subordinate Voting Shares issued pursuant to Section 3.1(i)(iii), an amount equal to the paid-up capital (within the meaning of the Tax Act) of the Company Multiple Voting Shares immediately prior to the Acquisition Effective Time; (v) in accordance with the terms of the Purchaser Call Option, each Company Subordinate Voting Share held by a Company Non-U.S. Shareholder immediately following the exchange in Section 3.1(i)(iii) (which, for the avoidance of doubt, shall include any Company Subordinate Voting Shares received by such Call Option Grantor upon the exchange in Section 3.1(i)(i)) shall be transferred, and shall be deemed to be transferred, by the holder thereof to the Purchaser for the Purchaser Share Consideration (or, in the event a Purchaser Change of Control shall have occurred prior to the Acquisition Date, the Per Share Consideration), which Purchaser Share Consideration or Per Share Consideration, as applicable, shall be paid in accordance with the provisions of Article 5, and upon such transfer: (A) each such former holder of such transferred Company Subordinate Voting Shares shall be removed from the Company’s securities register for the Company Subordinate Voting Shares; (B) the Purchaser shall be entered in the Company’s securities register for the Company Subordinate Voting Shares as the legal ~~and beneficial~~ owner ~~thereof~~of such transferred Company Subordinate Voting Shares; and (C) each such former holder of such transferred Company Subordinate Voting Shares shall, ~~free and clear~~ subject to Section 5.1, be entered in the Purchaser’s securities register for the Purchaser Shares in respect of the Consideration Shares issued to such holder pursuant to this Section 3.1(i)(v), or, to the extent applicable, in the securities register of the issuer of any ~~liens~~Alternate Consideration that such former holder of Company Subordinate Voting Shares is entitled to receive in lieu of the Consideration Shares; (vi) each Eligible Company Canadian Shareholder shall be entitled to make a tax election, ~~claims~~ pursuant to subsection 85(1) or ~~encumbrances.~~85(2) of the Tax Act, as applicable (and the analogous provisions of provincial income tax law). The Purchaser shall make available on the Purchaser’s website tax election forms required under the Tax Act within 60 days of the Acquisition Date. Any Eligible Company Canadian Shareholder who wants to make such election and otherwise qualifies to make such election may do so by providing to the Purchaser two signed copies of the necessary election forms within 120 days following the Acquisition Date, duly completed with the details of the number of Company Subordinate Voting Shares transferred and the applicable agreed amount or amounts for the purposes of such election. Thereafter, subject to the election forms complying with the provisions of the Tax Act (or applicable provincial or territorial income tax law), the forms will be signed by the Purchaser and returned to such Eligible Company Canadian Shareholder by ordinary mail within 30 days after the receipt thereof by the Purchaser for filing with the Canada Revenue Agency (or the applicable provincial or territorial taxing authority). The Purchaser will not be responsible for the proper completion of any election form and, except for the obligation of the Purchaser to so sign and return duly completed election forms which are received by the Purchaser within 120 days following the Acquisition Date. The Purchaser will not be responsible for any taxes, interest or penalties resulting from the failure by an Eligible Company Canadian Shareholder to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial or territorial legislation). In its sole discretion, the Purchaser may choose to sign and return an election form received by it more than 120 days following the Acquisition Date, but the Purchaser will have no obligation to do so; (vii) Purchaser Subco shall merge with and into the Company (the “Merger”) and be one corporate entity with the same effect as if they had amalgamated under Section 269 of the BCBCA, except that the legal existence of the Company shall not cease and the Company shall survive the Merger (the Company, as such surviving entity (“Mergeco”), notwithstanding the issue by the Registrar of a certificate of amalgamation and the assignment of a new incorporation number to Mergeco. The Merger, together with the transactions described in this Section 3.1(i)(i) through (i)(xi) is intended to qualify as a reorganization within the meaning of sections 368(a)(1)(A) and 368(a)(2)(E) of the U.S. Tax Code for all United States federal income tax purposes, and the Amalgamation is intended to qualify as an amalgamation as defined in subsection 87(9) of the Tax Act. As part of the Merger, and upon the Merger becoming effective: (A) without limiting the generality of the foregoing, the Company shall survive the Merger as Mergeco; (B) the properties, rights and interests and obligations of the Company shall continue to be the properties, rights and interests and obligations of Mergeco, and the Merger shall not constitute an assignment by operation of law, a transfer or any other disposition of the property, rights and interests of the Company to Mergeco; (C) the separate legal existence of Purchaser Subco shall cease without Purchaser Subco being liquidated or wound up, and the property, rights and interests and obligations of Purchaser Subco shall become the property, rights and interests and obligations of Mergeco; (D) Mergeco shall continue to be liable for the obligations of each of the Company and Purchaser Subco; (E) the Notice of Articles and Articles of Mergeco shall be the same as the Notice of Articles and Articles of the Company, as altered in accordance with Section 3.1(f); (F) each Company Subordinate Voting Share held by a Company U.S. Shareholder immediately following the exchange in Section 3.1(i)(iii) (which, for the avoidance of doubt, shall include any Company Subordinate Voting Shares received by such Call Option Grantor upon the exchange in Section 3.1(i)(i)) shall, in accordance with the Purchaser Call Option, be transferred, and shall be deemed to be transferred, by the holder thereof to the Purchaser for the Purchaser Share Consideration (or, in the event a Purchaser Change of Control shall have occurred prior to the Acquisition Date, the Per Share Consideration), which Purchaser Share Consideration or Per Share Consideration, as applicable, shall be paid in accordance with the provisions of Article 5, and each such former holder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer such Company Subordinate Voting Shares in accordance with this Section 3.1(i)(vii)(F), and upon such transfer: (I) each such former holder of such transferred Company Subordinate Voting Shares shall be removed from the Company’s securities register for the Company Subordinate Voting Shares; (II) the Purchaser shall be entered in Mergeco’s securities register for the Mergeco Subordinate Voting Shares as the legal owner of such transferred Company Subordinate Voting Shares; and (III) each such former holder of such transferred Company Subordinate Voting Shares shall, subject to Section 5.1, be entered in the Purchaser’s securities register for the Purchaser Shares in respect of the Consideration Shares issued to such holder pursuant to this Section 3.1(i)(vii)(F), or, to the extent applicable, in the securities register of the issuer of any Alternate Consideration that such former holder of Company Subordinate Voting Shares is entitled to receive in lieu of the Consideration Shares; (G) each Purchaser Subco Share outstanding immediately prior to the Merger shall be exchanged for Mergeco Subordinate Voting Shares on the basis of one

Appears in 2 contracts

Sources: Arrangement Agreement (Acreage Holdings, Inc.), Arrangement Agreement (Canopy Growth Corp)

Arrangement. ~~Commencing at~~ 3.1 On the Effective ~~Time~~Date, the following shall occur and be deemed to occur in the following chronological order without further act or formality, notwithstanding anything contained in the provisions attaching to any of the Parties, but subject to the provisions of Article 6: (a) NRG will distribute 100% of the Spinco Shares it receives to the NRG Shareholders on a pro rata basis. The NRG Shareholders will be entitled to receive one Spinco Share in exchange for every four NRG Shares held as at the Record Date, November 25, 2016. There will be no change in shareholders’ holdings in NRG as a result of the Arrangement; (b) NRG will pay $150,000 in cash to Spinco as well as transfer certain accounts payable associated with the Gold and Graphite Assets; (c) NRG will transfer the Gold and Graphite Assets to Spinco; (d) Spinco will become a reporting issuer in the Provinces of British Columbia and Alberta; and (e) The Company will retain its working capital for its new Lithium Assets, and remain listed on the Exchange and continue to trade under the trading symbol, “NGZ”, as a junior exploration company. 3.2 Notwithstanding §3.1 (a) no fractional Spinco Shares shall be distributed to the NRG Shareholders, as a result all fractional share amounts arising under such sections shall be rounded down to the nearest whole number. Any Spinco Shares not distributed as a result of this rounding down shall be dealt with as determined by the NRG Board in its absolute discretion. 3.3 All Spinco Shares issued pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA. 3.4 The Arrangement shall become final and conclusively binding on the NRG Shareholders and Spinco Shareholders and the Parties on the Effective Date. 3.5 Notwithstanding that the transactions and events ~~or transactions~~ set out in §3.1 shall occur and shall be deemed to occur in the ~~following sequence~~ chronological order therein set out without any ~~further~~ act or formality~~: (a)~~ , each ~~outstanding Corporation Share held by a Dissenting Shareholder~~ of the Parties shall be ~~deemed~~ required to make, do and execute or cause and procure to be ~~transferred by~~ made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the ~~holder thereof to~~ transactions or events set out in §3.1 including, without limitation, any resolutions of directors authorizing the ~~Corporation free~~ issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and ~~clear of all liens, claims and encumbrances~~any receipt therefore, and ~~each Dissenting Shareholder shall cease~~ any necessary additions 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 or deletions 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrancesshare registers.

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement

Arrangement. ~~Commencing at~~ At the Effective Time, each of the following ~~events or~~ transactions shall occur and shall be deemed to occur in the following sequence without any further act or formality: (a) all “Rights” (as such term is defined in the Northgate Rights Plan) under the Northgate Rights Plan will terminate and expire without any payment in respect thereof and the Northgate Rights Plan shall be terminated and shall be of no further force and effect; (b) each ~~outstanding Corporation~~ Northgate Share held by a Dissenting Shareholder shall be transferred and deemed to be have been transferred by the holder ~~thereof to the Corporation~~ thereof, free and clear of all ~~liens~~Liens, ~~claims and encumbrances, and each~~ to AuRico and: (i) such Dissenting Shareholder shall cease to ~~have any rights as~~ be a ~~Corporation Shareholder other than the right to be paid the fair value~~ registered or beneficial holder of ~~their Corporation~~ Northgate Shares ~~by the Corporation in accordance with Article 4 hereof,~~ and the name of such holder shall be removed from the securities register maintained by or on behalf of ~~holders~~ Northgate in respect of ~~Corporation~~ the Northgate Shares~~, and such Corporation Shares shall be cancelled~~; (bii) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco~~ such Dissenting Shareholder shall cease to be ~~transferred~~ the holder of such Northgate Shares and to have any rights as holder of such Northgate Shares other than the right to be paid the fair value for such Northgate Shares by AuRico in accordance with the Dissent Procedures; (iii) the Dissenting Shareholder that was the registered holder thereof immediately prior to such assignment and transfer shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Northgate Shares to AuRico; and (iv) AuRico shall be ~~transferred~~ added to the securities register maintained by or on behalf of Northgate in respect of such Northgate Shares showing AuRico as the ~~Qualifying Holdco Shareholder, without any further act or formality on its part,~~ sole legal and beneficial owner of such Northgate Shares free and clear of all ~~liens, claims~~ Liens; (c) each Northgate Share held by a Northgate Shareholder (other than a Northgate Shareholder who has validly exercised its Dissent Rights and ~~encumbrances,~~ other than Northgate Shares beneficially owned by AuRico immediately prior to the ~~Purchaser, in accordance with the applicable Holdco Agreement,~~ Effective Time) shall be transferred and assigned to AuRico free and clear of all Liens in exchange for 0.365 AuRico Shares (the “Exchange Share Ratio”), subject to Article 6 hereof, and: (i) such holder shall cease to be a ~~payment in cash equal to the Holdco Share Consideration,~~ registered or beneficial holder of Northgate Shares and the name of such holder shall be removed from the securities register maintained by or on behalf of ~~holders of Qualifying Holdco Shares maintained~~ Northgate in respect of the ~~applicable Qualifying Holdco,~~ Northgate Shares and shall cease to have any rights as holders of such Northgate Shares other than the ~~Purchaser shall be recorded as~~ right to receive the AuRico Shares in accordance with this Plan of Arrangement; (ii) the Northgate Shareholder that was the registered holder ~~of the Qualifying Holdco Shares so transferred~~ thereof immediately prior to such assignment and transfer shall be deemed to ~~be the legal~~ have executed and ~~beneficial owner thereof~~delivered all consents, ~~free~~ releases, assignments and ~~clear of any liens~~waivers, ~~claims~~ statutory or ~~encumbrances; and~~otherwise, required to transfer and assign such Northgate Shares to AuRico; (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)),~~ AuRico shall ~~be transferred~~ issue and ~~deemed~~ cause to be ~~transferred by~~ delivered to such holder the AuRico Shares to which such 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 Consideration, is entitled as aforesaid and the name of such holder shall be ~~removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred~~ added to the ~~Purchaser,~~ securities register maintained by or on behalf of AuRico in respect of the ~~Purchaser shall be recorded~~ AuRico Shares showing such holder as the registered holder of the ~~Corporation~~ AuRico Shares so ~~transferred and~~ issued; and (iv) AuRico shall be ~~deemed~~ added to be the securities register maintained by or on behalf of Northgate in respect of the Northgate Shares showing AuRico as the sole legal and beneficial owner ~~thereof,~~ of Northgate Shares free and clear of all Liens; no fractional AuRico Shares shall be issued by AuRico to any ~~liens~~Northgate Shareholder on the exchange contemplated herein and the number of AuRico Shares issued to a Northgate Shareholder shall be rounded down to the next whole number of AuRico Shares with no compensation for any fractional interest; (d) each Northgate Option outstanding immediately prior to the Effective Time (which shall have become vested in accordance with its terms as a result of the actions taken pursuant to subsections 3.1(b) and 3.1(c) above) shall be exchanged for an option (a “Replacement AuRico Option”) to acquire, ~~claims~~ on the same terms and conditions as were applicable to such Northgate Option immediately before the Effective Time under the Northgate Share Option Plan and relevant agreement evidencing the grant thereof or ~~encumbrances~~relevant agreement under which it was issued, the number of AuRico Shares equal to the product of: (1) the number of Northgate Shares subject to such Northgate Option immediately before the Effective Time multiplied by (2) the Exchange Share Ratio. The exercise price per AuRico Share subject to any such Replacement AuRico Option shall be an amount (rounded up to the nearest cent) equal to the quotient obtained by dividing (1) the exercise price per Northgate Share subject to such Northgate Option immediately before the Effective Time by (2) the Exchange Share Ratio, provided that the exercise price otherwise determined shall be adjusted to the extent, if any, required to ensure that the Replacement AuRico Option In-the-Money Amount immediately after the exchange is equal to the Northgate Option In-the-Money Amount of the exchanged Northgate Option immediately before the Effective Time. No fractional AuRico Shares will be issued by AuRico to any holder of Replacement AuRico Northgate Options on any exercise thereof, and the number of AuRico Shares issued at any time shall be rounded down to the next whole number of AuRico Shares with no compensation for any fractional interest; and (e) AuRico shall assume all of the rights, powers and obligations of Northgate with respect to the Northgate Convertible Notes, on the same terms and conditions applicable to the Northgate Convertible Notes immediately before the Effective Time pursuant to the Northgate Indenture. Subject to and in accordance with the terms of the Northgate Indenture, each Northgate Convertible Note shall be convertible at any time after the Effective Time into AuRico Convertible Note Shares.

Appears in 2 contracts

Sources: Arrangement Agreement (AuRico Gold Inc.), Arrangement Agreement (Northgate Minerals CORP)

Arrangement. ~~Commencing at~~ At the Effective Time, the following ~~events or transactions~~ shall ~~occur~~ occur, and shall be deemed to occur ~~in the following sequence~~ as set out below, without any further authorization, act or formality, in each case, effective as at ten second intervals starting at the Effective Time, except as expressly provided herein: (a) each ~~outstanding Corporation Share~~ of the GTI Shares held by a Dissenting ~~Shareholder~~ Holders in respect of which Dissent Rights have been validly exercised shall be deemed to be have been transferred ~~by the holder thereof~~ without any further act or formality to ~~the Corporation~~ GTI (free and clear of all ~~liens, claims and encumbrances~~Liens), and ~~each~~ acquired and cancelled by GTI, in accordance with, and for the consideration contemplated in, Article 3, and: (i) such Dissenting ~~Shareholder~~ Holders shall cease to be the holders of such GTI Shares and to have any rights as ~~a Corporation Shareholder~~ holders of such GTI Shares other than the right to be paid ~~the~~ fair value ~~of their Corporation~~ for such GTI Shares ~~by the Corporation~~ as set out in ~~accordance with Article 4 hereof, and the name of~~ Section 3.1; (ii) such ~~holder~~ Dissenting Holders’ names shall be removed as the holders of such GTI Shares from the ~~register~~ registers of ~~holders~~ GTI Shares maintained by or on behalf of ~~Corporation Shares~~GTI; and (iii) GTI shall be deemed to be the transferee of such GTI Shares free and clear of all Liens, and ~~such Corporation Shares~~ GTI shall be ~~cancelled~~entered in the registers of GTI Shares maintained by or on behalf of GTI, as the holder of such GTI Shares; (b) each ~~Qualifying Holdco Share outstanding~~ of the Yooma Shares held by ~~a Qualifying Holdco Shareholder~~ Dissenting Holders in respect of which Dissent Rights have been validly exercised shall be ~~transferred and~~ deemed to be have been transferred ~~by the Qualifying Holdco Shareholder,~~ without any further act or formality ~~on its part,~~ to Yooma (free and clear of all ~~liens~~Liens), ~~claims~~ and ~~encumbrances, to the Purchaser~~acquired and cancelled by ▇▇▇▇▇, in accordance ~~with the applicable Holdco Agreement, in exchange for a payment in cash equal to the Holdco Share Consideration~~with, and for the ~~name~~ consideration contemplated in, Article 3, and: (i) such Dissenting Holders shall cease to be the holders of such ~~holder~~ Yooma Shares and to have any rights as holders of such Yooma Shares other than the right to be paid fair value for such Yooma Shares as set out in Section 3.1; (ii) such Dissenting Holders’ names shall be removed as the holders of such ▇▇▇▇▇ ▇▇▇▇▇▇ from the ~~register~~ registers of ~~holders~~ ▇▇▇▇▇ ▇▇▇▇▇▇ maintained by or on behalf 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~~ ▇▇▇▇▇; and (iii) Yooma shall be deemed to be the ~~legal and beneficial owner thereof, free and clear~~ transferee 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 Consideration~~Liens, and ▇▇▇▇▇ shall be entered in the ~~name~~ registers of ▇▇▇▇▇ ▇▇▇▇▇▇ maintained by or on behalf of ▇▇▇▇▇, as the holder of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.▇▇▇▇▇ ▇▇▇▇▇▇;

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement

Arrangement. ~~Commencing at~~ 3.1 At the Effective Time, each of the ~~following~~ events ~~or transactions~~ set out below shall occur and ~~shall~~ be deemed to occur in the following ~~sequence~~ sequence, without any further act or formality, unless specifically noted: (a) notwithstanding the terms of the Agrium Shareholder Rights Plan, the Agrium Shareholder Rights Plan shall be terminated and all rights issued pursuant to the Agrium Shareholder Rights Plan, if any, shall be cancelled without any payment in respect thereof; (b) subject to Section 5.1: (i) each ~~outstanding Corporation Share~~ of the PCS Shares held by a Dissenting ~~Shareholder~~ PCS Shareholders shall be deemed to be transferred ~~by the holder thereof~~ to ~~the Corporation~~ PCS (free and clear of ~~all liens, claims and encumbrances~~any Encumbrances) for cancellation without any further act or formality in exchange for a debt claim against PCS in the amount equal to the fair value for such PCS Shares as set out in Section 5.1, and such Dissenting PCS Shareholders shall cease to be the holders of such PCS Shares and to have any rights as holders of such PCS Shares; and (ii) concurrently with the transfer in Section 3.1(b)(i), each of the Agrium Shares held by Dissenting Agrium Shareholders shall be deemed to be transferred to Agrium (free and clear of any Encumbrances) for cancellation without any further act or formality in exchange for a debt claim against Agrium in the amount equal to the fair value for such Agrium Shares as set out in Section 5.1, and such Dissenting Agrium Shareholders shall cease to be the holders of such Agrium Shares and to have any rights as holders of such Agrium Shares; (c) each Elected PCS Share shall be, and shall be deemed to be, transferred to and acquired by New Parent (free and clear of any Encumbrances) solely in exchange for the issuance by New Parent to the holder thereof of such number of fully paid and non-assessable New Parent Shares equal to the PCS Exchange Ratio, and: (i) such PCS Shareholder shall cease to be the holder of such Elected PCS Share and to have any rights as a ~~Corporation Shareholder~~ holder of such Elected PCS Share other than the right to ~~be paid~~ the ~~fair value of their Corporation~~ New Parent 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;~~pursuant to this Section 3.1(c); and (bii) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder~~ New Parent shall ~~be transferred and deemed to be transferred by the Qualifying Holdco Shareholder~~be, 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 be, the ~~legal and beneficial owner thereof,~~ transferee of such PCS Share (free and clear of any ~~liens, claims or encumbrances; and~~Encumbrances); (cd) concurrently with the transfer in Section 3.1(c), each ~~Corporation~~ PCS Share ~~outstanding~~ (other than ~~(i) Corporation~~ Elected PCS Shares or PCS Shares held by ~~Brookfield~~New Parent) shall be, 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to ~~be the legal~~ be, transferred to and ~~beneficial owner thereof,~~ acquired by PCS AcquisitionCo (free and clear of any ~~liens~~Encumbrances) solely in exchange for the issuance by New Parent to the holder thereof of such number of fully paid and non-assessable New Parent Shares equal to the PCS Exchange Ratio, ~~claims~~ and: (i) such PCS Shareholder shall cease to be the holder of such PCS Share and to have any rights as a holder of such PCS Share other than the right to the New Parent Shares pursuant to this Section 3.1(d); and (ii) PCS AcquisitionCo shall be, and shall be deemed to be, the transferee of such PCS Share (free and clear of any Encumbrances); (e) concurrently with the transfers in Sections 3.1(c) and 3.1(d), each Elected Agrium Share shall be, and shall be deemed to be, transferred to and acquired by New Parent (free and clear of any Encumbrances) solely in exchange for the issuance by New Parent to the holder thereof of such number of fully paid and non-assessable New Parent Shares equal to the Agrium Exchange Ratio, and: (i) such Agrium Shareholder shall cease to be the holder of such Elected Agrium Share and to have any rights as a holder of such Elected Agrium Share other than the right to the New Parent Shares pursuant to this Section 3.1(e); and (ii) New Parent shall be, and shall be deemed to be, the transferee of such Elected Agrium Share (free and clear of any Encumbrances); (f) concurrently with the transfers in Sections 3.1(c), 3.1(d) and 3.1(e), each Agrium Share (other than Elected Agrium Shares or ~~encumbrances~~Agrium Shares held by New Parent) shall be, and shall be deemed to be, transferred to and acquired by Agrium AcquisitionCo (free and clear of any Encumbrances) solely in exchange for the issuance by New Parent to the holder thereof of such number of fully paid and non-assessable New Parent Shares equal to the Agrium Exchange Ratio, and: (i) such Agrium Shareholder shall cease to be the holder of such Agrium Share and to have any rights as a holder of such Agrium Share other than the right to the New Parent Shares pursuant to this Section 3.1(f); and (ii) Agrium AcquisitionCo shall be, and shall be deemed to be, the transferee of such Agrium Share (free and clear of any Encumbrances); (g) concurrently with the transfers in Sections 3.1(c), 3.1(d), 3.1(e) and 3.1(f), the New Parent Initial Shares shall be cancelled without any payment in respect thereof; (h) concurrently with the transfer in Section 3.1(d), PCS AcquisitionCo will issue to New Parent as consideration for the New Parent Shares transferred to PCS Shareholders pursuant to Section 3.1(d) an equal number of PCS AcquisitionCo Shares; (i) concurrently with the transfer in Section 3.1(f), Agrium AcquisitionCo will issue to New Parent as consideration for the New Parent Shares transferred to Agrium Shareholders pursuant to Section 3.1(f) an equal number of Agrium AcquisitionCo Shares; (j) each PCS Share held by New Parent shall be, and shall be deemed to be, transferred to and acquired by PCS AcquisitionCo in consideration for such number of PCS AcquisitionCo Shares equal to the number of New Parent Shares issued in exchange for the PCS Share, and as it is intended that such transfer occur on a tax-deferred basis for Canadian Income Tax purposes, New Parent and PCS AcquisitionCo shall execute and file a joint election under section 85 of the Tax Act (and any analogous provision of applicable provincial Income Tax legislation) in respect of such transfer; and (k) concurrently with the transfer in Section 3.1(j), each Agrium Share held by New Parent shall be, and shall be deemed to be, transferred to and acquired by Agrium AcquisitionCo in consideration for such number of Agrium AcquisitionCo Shares equal to the number of New Parent Shares issued in exchange for the Agrium Share, and, as it is intended that such transfer occur on a tax-deferred basis for Canadian Income Tax purposes, New Parent and Agrium AcquisitionCo shall execute and file a joint election under section 85 of the Tax Act (and any analogous provision of applicable provincial Income Tax legislation) in respect of such transfer.

Appears in 2 contracts

Sources: Arrangement Agreement (Potash Corp of Saskatchewan Inc), Arrangement Agreement (Agrium Inc)

Arrangement. Commencing at the Effective Time, except as otherwise noted, each of the ~~following events or transactions~~ steps set out below shall ~~occur and shall be deemed to~~ occur in the following ~~sequence~~ order without any further act or formality, with each step occurring two minutes after the completion of the immediately preceding step: (ai) ~~each outstanding Corporation Share~~ The articles of the Company will be amended to create and authorize the issuance (in addition to the shares that the Company is authorized to issue immediately before such amendment) of the following: (A) an unlimited number of class A.1 exchangeable shares having the special rights, privileges and restrictions set out in Exhibit I to this Plan of Arrangement; (B) an unlimited number of class A.2 exchangeable shares having the special rights, privileges and restrictions set out in Exhibit I to this Plan of Arrangement; and (ii) to alter the special rights, privileges and restrictions of the class B shares to replace the voting rights therein with the voting rights set out in Exhibit II to this Plan of Arrangement. (b) Each exchangeable share held by a Dissenting Shareholder in respect of which the Dissenting Shareholder has validly exercised his, her or its Dissent Rights and has not withdrawn, or been deemed to have withdrawn, such exercise of Dissent Rights, shall be ~~deemed to be~~ transferred and assigned by ~~the holder thereof~~ such Dissenting Shareholder, without any further act or formality on his, her or its part, to the ~~Corporation~~ Company (free and clear of ~~all liens, claims and encumbrances~~any Encumbrances) in accordance with, and for the consideration set forth in, Section 4.1. (c) With respect to each exchangeable share transferred and assigned in accordance with Section 3.1(b): (i) the Dissenting Shareholder shall cease to ~~have any rights as a Corporation Shareholder other than~~ be the ~~right to be paid the fair value~~ registered holder of ~~their Corporation Shares by the Corporation in accordance with Article 4 hereof,~~ such exchangeable share and the name of such ~~holder~~ Dissenting Shareholder shall be removed from the register of holders of exchangeable shares of the Company as of the Effective Time; (ii) the Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such exchangeable share; and (iii) such exchangeable share shall be cancelled by the Company for no consideration, other than as set forth in Section 4.1(a). (d) Each issued and outstanding exchangeable share (other than exchangeable shares held by the Brookfield Group or by Dissenting Shareholders) will be transferred to the New Corporation ~~Shares~~in exchange for one (1) New Exchangeable Share. The aggregate amount to be added by the New Corporation to the stated capital of the New Exchangeable Shares so issued will be an amount equal to the aggregate stated capital of the exchangeable shares so transferred immediately prior to the Effective Time. (e) Concurrently with the transfer of exchangeable shares pursuant to Section 3.1(d), the New Exchangeable Shares will, outside of this Plan of Arrangement, be listed and posted for trading on the TSX and NYSE (subject to standard listing conditions imposed by the TSX and NYSE in similar circumstances). (f) The New Corporation will transfer each exchangeable share it received pursuant to Section 3.1(d) to the Company in exchange for one (1) class A.1 exchangeable share and such exchangeable shares will be cancelled. The aggregate amount to be added by the Company to the stated capital of the class A.1 exchangeable shares so issued will be an amount equal to the aggregate stated capital of the exchangeable shares so transferred immediately prior to the Effective Time and such amount will be deducted from the stated capital of the exchangeable shares. (g) Each exchangeable share held by the Brookfield Group will be transferred to the Company in exchange for one (1) class A.2 exchangeable share of the Company, and such ~~Corporation Shares shall~~ exchangeable shares will be cancelled;. The aggregate amount to be added by the Company to the stated capital of the class A.2 exchangeable shares so issued will be an amount equal to the aggregate stated capital of the exchangeable shares so transferred immediately prior to the Effective Time and such amount will be deducted from the stated capital of the exchangeable shares. (bh) ~~each Qualifying~~ NA 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, will transfer fifty-five (55) class B shares to the ~~Purchaser, in accordance with the applicable Holdco Agreement,~~ New Corporation in exchange for ~~a payment in cash~~ fifty-five (55) New Class B Shares. The aggregate amount to be added by the New Corporation to the stated capital of the New Class B Shares so issued will be an amount equal to the stated capital of the class B shares so transferred immediately prior to the Effective Time. (i) The Specified Number of New Class B Shares will be issued to NA Holdco ~~Share Consideration, and~~ in exchange for $1,000,000. The aggregate amount to be added by the ~~name~~ New Corporation to the stated capital of ~~such holder shall be removed from~~ the ~~register of holders of Qualifying Holdco~~ New Class B Shares ~~maintained~~ in respect of the ~~applicable Qualifying Holdco, and the Purchaser shall~~ New Class B Shares so issued will be ~~recorded as the registered holder~~ $1,000,000. (j) The articles of the ~~Qualifying Holdco Shares so transferred~~ Company will be amended to (i) change the name of the Company to “Brookfield Renewable Holdings Corporation” and ~~shall~~ (ii) remove the exchangeable shares from the authorized share structure of the Company. (k) The articles of the New Corporation will be amended to change the name of the New Corporation to “Brookfield Renewable Corporation”. (l) Any Notice of Exchange (as defined in the articles of the Company) in respect of exchangeable shares exchanged pursuant to Section 3.1(d) that is received by the Transfer Agent prior to the Effective Time and for which the Transfer Agent has not yet delivered the “Exchange Consideration” (as defined in the articles of the Company) will be deemed to be a Notice of Exchange (as defined in the ~~legal and beneficial owner thereof, free and clear~~ articles of ~~any liens, claims or encumbrances; and (c~~New Corporation) 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with~~ respect ~~to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder~~ of the ~~Corporation~~ corresponding number of New Exchangeable Shares ~~so transferred~~ and ~~shall~~ will be deemed to be have been received by the ~~legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~Transfer Agent on the Effective Date.

Appears in 2 contracts

Sources: Arrangement Agreement (Brookfield Renewable Corp), Arrangement Agreement

Arrangement. ~~Commencing at~~ At the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further authorization, act or ~~formality~~formality on the part of any person: (a) ~~each outstanding Corporation Share~~ the Longhi LTIP Shares held in the Executive Long Term Incentive Plan Trust shall revert to the Company for no consideration and be cancelled and Gerdau shall deposit to the Executive Long Term Incentive Plan Trust that number of ADSs equal to the number of Longhi LTIP Shares held in the Executive Long Term Incentive Plan Trust multiplied by the Exchange Ratio in substitution therefore and shall, in the future, deposit additional ADSs to the Executive Long Term Incentive Plan Trust based on the number of Common Shares that are required to be delivered to the Executive Long Term Incentive Plan Trust multiplied by the Exchange Ratio; (b) the Common Shares held by a each Dissenting Shareholder shall be deemed to be transferred ~~by the holder thereof to the Corporation~~ (free and clear of ~~all liens~~any Liens) to the Acquiror, ~~claims and encumbrances, and each~~ and: (i) the Acquiror shall be obligated to pay such Dissenting Shareholder the amount determined in accordance with Section 4.1 for such Common Shares; (ii) such Dissenting Shareholder shall cease to be the holder of such Common Shares and shall cease to have any rights as a ~~Corporation Shareholder~~ holder of such Common Shares, other than the right to be paid the ~~fair value of their Corporation Shares by the Corporation~~ amount determined in accordance with ~~Article 4 hereof, and the~~ Section 4.1 for such Common Shares; (iii) such Dissenting Shareholder’s name ~~of such holder~~ shall be removed as the holder of such Common Shares from the register of ~~holders~~ Common Shares maintained by or on behalf of ~~Corporation~~ the Company; and (iv) the Acquiror shall be deemed to be the holder of such Common Shares (free and clear of any Liens) and shall be entered as the holder of such Common Shares in the register of Common Shares maintained by or on behalf of the Company; (c) each Common Share (other than Common Shares held by (i) Dissenting Shareholders and (ii) Gerdau and its subsidiaries) shall be transferred (free and clear of all Liens) by the holder thereof to the Acquiror and: (i) the Acquiror shall, subject to Article 5, be obligated to pay such holder an amount of cash equal to the Acquisition Price in exchange for each Common Share transferred; (ii) such holder shall cease to be the holder of such Common Shares and shall cease to have any rights as a holder of such Common Shares, other than the right, subject to Article 5, to receive the amount of cash that such holder is entitled to receive in exchange for such Common Shares in accordance with Section 3.1(c)(i), in each case less any amounts required to be withheld, in accordance with Section 5.4; (iii) such holder’s name shall be removed as the holder of such Common Shares from the register of Common Shares maintained by or on behalf of the Company; and (iv) the Acquiror shall be deemed to be the holder of such Common Shares (free and clear of any Liens) and shall be entered as the holder of such ~~Corporation~~ Common Shares in the register of Common Shares maintained by or on behalf of the Company; (d) new equity based compensation plans shall be adopted by Gerdau with terms in all respects the same as the Company Equity Plans; (e) the LTIP shall be amended with respect to SARs and Phantom Shares held by Canadian Awardholders and the SAR Plan and the SIS Plan shall be amended with respect to SARs held by Canadian Awardholders to provide that such Phantom Shares and SARs will be based on ADSs; (f) each outstanding Phantom Share granted under the LTIP and held by a Canadian Awardholder shall be amended to provide that such Phantom Shares will be in respect of ADSs with the number of Phantom Shares adjusted using the Exchange Ratio; (g) each outstanding SAR granted under the SAR Plan, the SIS Plan and the LTIP and held by a Canadian Awardholder shall be amended to provide that such SARs will be in respect of ADSs with both the number and base price of SARs adjusted using the Exchange Ratio; (h) each outstanding PSU and RSU, and each Phantom Share held by a U.S. Awardholder shall be cancelled and Gerdau shall grant, in exchange for each such award, a new restricted share unit, performance share unit, or phantom share, as applicable, on the same terms and conditions, mutatis mutandis, as the cancelled PSUs, RSUs, and Phantom Shares but in respect of ADSs, with the number of such PSUs, RSUs and Phantom Shares adjusted using the Exchange Ratio; (i) each outstanding Option and SAR (other than the SARs held by Canadian Awardholders under the SAR Plan, the SIS Plan and the LTIP) shall be cancelled and Gerdau shall grant, in exchange for each such award, a new option or share appreciation right, as applicable, having the same vesting date, expiry date and other terms and conditions, mutatis mutandis, as the cancelled Options and SARs but in respect of ADSs, with both the number of Options and SARs and the exercise price or base price of the Options and SARs adjusted using the Exchange Ratio; (j) the Co-Steel Share Loan Plan and the Company Equity Plans (other than the LTIP, the SAR Plan and the SIS Plan) shall be cancelled; (bk) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder~~ the Directors Plan shall be ~~transferred~~ cancelled 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 Company shall redeem each outstanding DSU for ~~a payment in cash~~ consideration equal to the ~~Holdco Share Consideration~~Acquisition Price; (l) the Longhi Employment Agreement shall be amended such that (a) Gerdau will assume the obligation under the Longhi Employment Agreement to provide ADSs, and (b) all references to Common Shares contained therein are amended to refer to ADSs with the ~~name~~ number of ~~such holder~~ Common Shares adjusted using the Exchange Ratio; (m) each participant in the Co-Steel Share Loan Plan shall ~~be removed from~~ have his or her employee loan under the ~~register of holders of Qualifying Holdco Shares maintained in respect of~~ Co-Steel Share Loan Plan become immediately due and payable; and (n) the ~~applicable Qualifying Holdco~~exchanges, payments and ~~the Purchaser shall be recorded as the registered holder of the Qualifying Holdco Shares so transferred and~~ cancellations contemplated by this Section 3.1 shall be deemed to be occur on the ~~legal and beneficial owner thereof~~Effective Date, 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder notwithstanding that certain of the ~~Corporation Shares so transferred and shall be deemed to be~~ procedures related thereto are not completed until after the ~~legal and beneficial owner thereof, free and clear of any liens, claims~~ Effective Time or ~~encumbrances~~after the Effective Date.

Appears in 2 contracts

Sources: Amending Agreement (Gerdau S.A.), Amending Agreement (Gerdau Ameristeel Corp)

Arrangement. Commencing at the Effective Time, unless otherwise stated, the following ~~events or~~ transactions shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further authorization, act or formality and each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it: (a) NB Sub shall be continued as a corporation under the CBCA at which time: (i) NB Sub shall become a corporation to which the CBCA applies as if NB Sub had been incorporated under the CBCA; (ii) the NB Sub Articles shall be deemed to be the articles of incorporation of NB Sub under the CBCA, except that: (A) all references to the NBBCA and to section numbers in the NBBCA shall be deemed to be references to the CBCA and the corresponding section numbers in the CBCA, respectively; and (B) all references to the “Director” shall be deemed to be references to the “Director” under the CBCA; and (iii) the certificate of continuance issued by the Director pursuant to section 262 of the CBCA shall be deemed to be the certificate of incorporation of NB Sub; (b) the Company shall pay to the Holders of Company Shares, on each issued and outstanding Company Share (including, for greater certainty, each such share held by Dissenting Shareholders), the Special Dividend; (c) each Qualifying Holdco shall pay to its sole shareholder, on the Holdco Shares held by such shareholder, a dividend in the amount of the dividend paid by the Company to such Qualifying Holdco pursuant to Section 2.2(b) (d) all property of the Company of any kind whatever (other than the U.S. Subsidiary Indebtedness and shares of the Amalgamating Subsidiaries, Nova Tube Inc., Argo Steel Ltd. and Integrated Steel Industries Inc.) shall be transferred by the Company without any further act or ~~formality:~~formality to Nova Steel Ltd. as a contribution of capital; (ae) simultaneously with the transfer of the Holdco Shares described in Section 2.2(f), each Company Share issued and outstanding ~~Corporation Share~~ held by a Company Shareholder (other than a Dissenting Shareholder or a Qualifying Holdco) immediately prior to the Effective Time shall be ~~deemed to be~~ transferred ~~by the holder thereof to the Corporation~~ (free and clear of all ~~liens~~Encumbrances), ~~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, Holder thereof without any further act or formality on its ~~part~~part to Acquisitionco in exchange for the Purchase Price Per Share; (f) simultaneously with the transfer of the Company Shares described in Section 2.2(e), all of the Holdco Shares outstanding immediately prior to the Effective Time of each Qualifying Holdco in respect of which the Holdco Alternative has been validly elected shall be transferred (free and clear of all ~~liens~~Encumbrances), ~~claims and encumbrances,~~ by the holders thereof without any further act or formality to ~~the Purchaser,~~ Acquisitionco in ~~accordance with the applicable Holdco Agreement, in exchange~~ consideration for ~~a payment in cash~~ an amount equal to the ~~Holdco~~ product of the Purchase Price Per Share ~~Consideration,~~ and the ~~name~~ total number of Company Shares beneficially owned by such ~~holder~~ Qualifying Holdco; (g) each Company Share issued and outstanding held by a Dissenting Shareholder 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~~all Encumbrances) 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, Holder thereof without any further act or formality on its ~~part~~part to Acquisitionco, ~~free and clear of all liens, claims and encumbrances, to the Applicable Purchaser~~and, in exchange therefor, Acquisitionco shall be deemed to have issued to such Holder as consideration for ~~a payment in cash equal~~ Acquisitionco’s acquisition of such Company Shares an obligation to pay to the ~~Consideration~~Holder fair value for such Company Share in accordance with Article 4; (h) all of the Holdco Shares of each Qualifying Holdco held by Acquisitionco and all of the Company Shares held by Acquisitionco shall be transferred without further act or formality by Acquisitionco to NB Sub in repayment of the debt owed by Acquisitionco to NB Sub; (i) each Qualifying Holdco shall be liquidated and dissolved, and ~~the name~~ all of ~~such holder~~ its property shall be ~~removed from~~ distributed to NB Sub; (j) the ~~register~~ stated capital account maintained by the Company in respect of ~~holders~~ the Company Shares shall be reduced to C$1.00; (k) NB Sub and the Company shall be amalgamated to form Amalco 1 and will continue as one corporation under the CBCA and the following provisions will apply: (i) each issued and outstanding common share of ~~Corporation Shares,~~ NB Sub shall continue upon the amalgamation as one Amalco 1 common share; and~~, with~~ (ii) all Company Shares shall be cancelled without any repayment of capital in respect ~~to Corporation Shares elected to~~ thereof; (l) the common shares of Integrated Steel Industries Inc. and the U.S. Subsidiary Indebtedness held by Amalco 1 shall be transferred by Amalco 1 to U.S. Holdco in repayment of the debt owed by Amalco 1 to U.S. Holdco; (m) the stated capital account maintained by Nova Tube Inc. in respect of its shares shall be reduced to C$1.00 and the stated capital account maintained by Argo Steel Ltd. in respect of its shares shall be reduced to C$1.00; (n) the stated capital account maintained by each of the Amalgamating Subsidiaries in respect of its shares shall be reduced to C$1.00; (o) simultaneously with the transactions described in Section 2.2(p) and Section 2.2(q), Nova Tube Inc. shall be liquidated and dissolved, and all of its property shall be distributed to Amalco 2; (p) simultaneously with the transactions described in Section 2.2(o) and Section 2.2(q), Argo Steel Ltd. shall be liquidated and dissolved, and all of its property shall be distributed to Amalco 2; (q) simultaneously with the transactions described in Section 2.2(o) and Section 2.2(p), Amalco 1 and each of Nova Steel Ltd., ▇▇▇▇▇▇▇▇▇ Industries Inc., Nova Steel Processing Centre Ltd. and Nova Tube Ontario Inc. (collectively, the “Amalgamating Subsidiaries”) shall be amalgamated to form Amalco 2 and will continue as one corporation under the CBCA and the following provisions will apply: (i) each issued and outstanding common share of Amalco 1 shall continue upon the amalgamation as one common share of Amalco 2; and (ii) all issued and outstanding shares of each of the Amalgamating Subsidiaries shall be cancelled without any repayment of capital in respect thereof; (r) the LaSalle Purchased Property shall be transferred by Amalco 2 to Jonesco pursuant to the ~~Purchaser,~~ terms and conditions set out in Schedule 1.1E to the ~~Purchaser shall be recorded as the registered holder~~ Arrangement Agreement; and (s) each of the ~~Corporation Shares so transferred~~ LaSalle Lease Agreement and the Logistics Services Agreement shall be deemed to be ~~the legal~~ entered into and ~~beneficial owner thereof, free and clear of any liens, claims or encumbrances~~become effective.

Appears in 2 contracts

Sources: Arrangement Agreement (Symmetry Holdings Inc), Arrangement Agreement (Symmetry Holdings Inc)

Appears in 2 contracts

Sources: Arrangement Agreement (Primero Mining Corp), Arrangement Agreement (First Majestic Silver Corp)

Appears in 2 contracts

Sources: Amendment Agreement (Minefinders Corp Ltd.), Second Amendment Agreement (Minefinders Corp Ltd.)

Arrangement. ~~Commencing at the Effective Time, the~~ The following events ~~or transactions~~ shall occur and shall be deemed to occur sequentially as set out below, and, except as otherwise set forth herein, without any further authorization, act or formality, in each case, unless stated otherwise, effective as at two-minute intervals starting at the ~~following sequence~~ Effective Time: (a) subject to Section 3.01 of this Plan of Arrangement, each Reunion Gold Share held by a Dissenting Reunion Gold Shareholder in respect of which Dissent Rights have been validly exercised shall, without any further act or ~~formality: (a) each outstanding Corporation Share held~~ formality by a or on behalf of the Dissenting ~~Shareholder shall~~ Reunion Gold Shareholder, be deemed to be assigned and transferred by the Dissenting Reunion Gold Shareholder to Reunion Gold and thereupon cancelled in consideration for a debt claim against Reunion Gold for the amount determined under Article 3 of this Plan of Arrangement, and: (i) such Dissenting Reunion Gold Shareholder shall cease to be the holder ~~thereof to the Corporation free~~ of such Reunion Gold Shares and ~~clear of all liens, claims and encumbrances, and each Dissenting Shareholder~~ shall cease to have any rights as a ~~Corporation~~ Reunion Gold Shareholder other than the right to be paid the fair value of ~~their Corporation~~ such Reunion Gold Shares ~~by the Corporation~~ in accordance with ~~Article 4 hereof, and~~ this Plan of Arrangement; (ii) the name of ~~such holder~~ each Dissenting Reunion Gold Shareholder shall be removed as the holder of such Reunion Gold Shares from the register of ~~holders~~ Reunion Gold Shareholders as of ~~Corporation Shares, and such Corporation Shares~~ the Effective Time; and (iii) each Dissenting Reunion Gold Shareholder shall be ~~cancelled~~deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to assign and transfer such Reunion Gold Share in accordance with this Section 2.03(a); (b) subject to Section 3.01 of this Plan of Arrangement and concurrent with Section 2.03(a) of this Plan of Arrangement, each ~~Qualifying Holdco~~ GMIN Share ~~outstanding~~ held by a ~~Qualifying Holdco~~ Dissenting GMIN Shareholder ~~shall be transferred and deemed to be transferred by the Qualifying Holdco Shareholder~~in respect of which Dissent Rights have been validly exercised shall, without any further act or formality by or on behalf of the Dissenting GMIN Shareholder, be deemed to be assigned and transferred by the Dissenting GMIN Shareholder to GMIN and thereupon cancelled in consideration for a debt claim against GMIN for the amount determined under Article 3 of this Plan of Arrangement, and: (i) such Dissenting GMIN Shareholder shall cease to be the holder of such GMIN Shares and shall cease to have any rights as a GMIN Shareholder other than the right to be paid the fair value of such GMIN Shares in accordance with this Plan of Arrangement; (ii) the name of each Dissenting GMIN Shareholder shall be removed as the holder of such GMIN Shares from the register of GMIN Shareholders as of the Effective Time; and (iii) each Dissenting GMIN Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to assign and transfer such GMIN Share in accordance with this Section 2.03(b); (c) the transactions contemplated by the Contribution and Conveyance Agreement shall become effective and pursuant thereto, Reunion Gold shall assign and transfer to Spinco, and Spinco shall accept, the Spinco Assets and the Spinco Liabilities on the terms and conditions set out in the Contribution and Conveyance Agreement in consideration for the issuance by Spinco to Reunion Gold of such number of fully paid and non-assessable Spinco Shares as would result in Reunion Gold holding, after completion of the last step in this Section 2.03, 19.9% of the outstanding Spinco Shares (the “Spinco Consideration Shares”); (d) Reunion Gold shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act, which shall occur in the following order: (i) the articles of Reunion Gold shall be amended: (x) to rename and redesignate the Reunion Gold Shares as “Class A Common Shares”; (y) to replace all references to “Common Shares” in the articles of Reunion Gold with a reference to “Class A Common Shares”; and (z) to provide for the following rights, privileges, restrictions and conditions in respect of the Reunion Gold Class A Shares: (A) entitlement to one vote per Reunion Gold Class A Share at all meetings of shareholders of Reunion Gold, except meetings at which only holders of a specified class of shares are entitled to vote; (B) entitlement to receive, subject to the rights of the holders of any other class of shares entitled to receive dividends in priority to the Reunion Gold Class A Shares, any dividend declared by Reunion Gold, if, as and when declared by the Reunion Gold board of directors out of the assets of Reunion Gold properly applicable to the payment of dividends in such amounts and payable at such times and at such place or places in Canada as the Reunion Gold board of directors may from time-to-time determine; provided the Reunion Gold board of directors may in its ~~part~~sole discretion declare dividends on the Reunion Gold Class A Shares to the exclusion of any other class of shares of Reunion Gold; and (C) entitlement to receive, pari passu with the holders of Reunion Gold Class B Shares and subject to the rights of the holders of any other class of shares of Reunion Gold in priority to the Reunion Gold Class A Shares, the remaining property of Reunion Gold in the event of the liquidation, dissolution or winding up of Reunion Gold or other distribution of assets of Reunion Gold among its shareholders for the purposes of winding-up its affairs, whether voluntary or involuntary; (ii) concurrent with Section 2.03(d)(i) of this Plan of Arrangement, the articles of Reunion Gold shall be amended to create a new class of shares consisting of an unlimited number of Reunion Gold Class B Shares, having the following rights, privileges, restrictions and conditions attaching thereto: (A) entitlement to one vote per Reunion Gold Class B Share at all meetings of shareholders of Reunion Gold, except meetings at which only holders of a specified class of shares are entitled to vote; (B) entitlement to receive, subject to the rights of the holders of any other class of shares entitled to receive dividends in priority to the Reunion Gold Class B Shares, any dividend declared by Reunion Gold, if, as and when declared by the Reunion Gold board of directors out of the assets of Reunion Gold properly applicable to the payment of dividends in such amounts and payable at such times and at such place or places in Canada as the Reunion Gold board of directors may from time-to-time determine; provided the Reunion Gold board of directors may in its sole discretion declare dividends on the Reunion Gold Class B Shares to the exclusion of any other class of shares of Reunion Gold; and (C) entitlement to receive, pari passu with the holders of Reunion Gold Class A Shares and subject to the rights of the holders of any other class of shares of Reunion Gold in priority to the Reunion Gold Class B Shares, the remaining property of Reunion Gold in the event of the liquidation, dissolution or winding up of Reunion Gold or other distribution of assets of Reunion Gold among its shareholders for the purposes of winding-up its affairs, whether voluntary or involuntary; (iii) each holder of any Reunion Gold Option that is outstanding immediately prior to the Effective Time will simultaneously, without any further action by or on behalf of a holder of Reunion Gold Options: (A) be deemed to have disposed of, the Reunion Gold Portion of each such Reunion Gold Option held by such holder immediately prior to the Effective Time to Reunion Gold, free and clear of all ~~liens~~Liens, ~~claims~~ and ~~encumbrances~~as the sole consideration therefor Reunion Gold will grant to such holder an option, pursuant to ~~the Purchaser,~~ and in accordance with the ~~applicable Holdco Agreement~~terms of the Reunion Gold Share Option Plan, ~~in exchange for~~ to purchase a ~~payment in cash~~ Reunion Gold Class A Share (each, a “Replacement Reunion Gold Option”), which Replacement Reunion Gold Option will (w) have an exercise price (which shall be rounded to the nearest whole cent, with 0.5 being rounded upwards) equal to the ~~Holdco~~ product obtained when the exercise price payable to acquire a Reunion Gold Share ~~Consideration~~under the Reunion Gold Option of which the Reunion Gold Portion is disposed of by such holder pursuant to this Section 2.03(d)(iii)(A) is multiplied by the Reunion Gold Portion, (x) have the same expiry date as the expiry date of such Reunion Gold Option, (y) with respect to holders whose compensatory options are subject to tax under the Code, not provide additional benefits to the extent precluded under U.S. Treasury Regulation Section 1.409A-1(b)(5)(v)(f), and (z) may not be exercised prior to the ~~name of such holder shall be removed from~~ day immediately following 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 encumbrancesSpinco Measurement Date; and (cB) ~~each Corporation Share outstanding (other than (i) Corporation Shares held by Brookfield~~be deemed to have disposed of, the ~~Purchaser or any~~ Spinco Portion 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~~ each 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 Reunion Gold Option held by such ~~Qualifying Holdco); and (iii) Corporation Shares acquired by~~ holder immediately prior to the ~~Purchaser pursuant~~ Effective Time 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~~Spinco, free and clear of all ~~liens~~Liens, ~~claims~~ and ~~encumbrances~~as the sole consideration therefor Spinco will grant to such holder an option to purchase a Fractional Spinco Share (a “Replacement Spinco Option”), which Replacement Spinco Option will (w) have an exercise price (which shall be rounded to the ~~Applicable Purchaser~~nearest whole cent, in exchange for a payment in cash equal to the Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.with

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement

Arrangement. Commencing at the Effective Time, each of the following events ~~or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ sequentially as set out below without any further authorization, act or formality, in each case, effective as at two-minute intervals starting at the Effective Time, except as indicated otherwise: (a) each Company Common Share and Company Proportionate Voting Share outstanding ~~Corporation~~ immediately prior to the Effective Time held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred (free and clear of all Liens), without any further act or formality by or on behalf of any Dissenting Shareholder, to the Company for cancellation, in consideration for a debt claim against the Company (which shall be paid solely with Company funds not directly or indirectly provided by Purchaser or its affiliates) for the amount determined under Article 3, and: (i) such Dissenting Shareholder shall cease to be the registered holder of such Company Common Share or Company Proportionate Voting Share, as applicable, and to have any rights as a Company Shareholder other than the right to be paid fair value for such Company Common Share or Company Proportionate Voting Share, as applicable, set out in Section 3.1; (ii) such Dissenting Shareholder’s name shall be removed as the registered holder of Company Common Shares or Company Proportionate Voting Shares, as applicable, from the applicable register of Company Shareholders maintained by or on behalf of the Company; (b) each Company Proportionate Voting Share outstanding immediately prior to the Effective Time (other than a Company Proportionate Voting Share held by a Dissenting Shareholder ~~shall~~ in respect of which Dissent Rights have been validly exercised under Section 2.3(a)) shall, without any further action by or on behalf of such Company Proportionate Voting Shareholder, be deemed to be converted by the holder thereof for 100 Company Common Shares per Company Proportionate Voting Share in accordance with the terms of the Company Proportionate Voting Shares, and: (i) the registered holder of such Company Proportionate Voting Share shall cease to be the registered holder thereof; (ii) the name of each such registered holder shall be removed from the register of the Company Proportionate Voting Shareholders maintained by or on behalf of the Company; and (iii) the name of each such registered holder shall be added to the register of the Company Common Shareholders maintained by or on behalf of the Company; (c) each Company Common Share outstanding immediately following the step set forth in Section 2.3(b), including, for greater certainty, the Company Common Shares issued upon conversion of the Company Proportionate Voting Shares pursuant to the step set forth in Section 2.3(b) (other than a Company Common Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised under Section 2.3(a) and Company Common Shares held by any Electing Company Shareholder in respect of which such Electing Company Shareholder has validly elected to transfer such Company Common Shares directly to the Purchaser) shall, without any further action by or on behalf of such Company Shareholder, be deemed to be assigned and transferred by the holder thereof to AcquisitionCo solely in exchange for the ~~Corporation free and clear~~ issuance by the Purchaser to the holder thereof of ~~all liens~~the Consideration, ~~claims and encumbrances, and~~ and: (i) each ~~Dissenting Shareholder~~ registered holder of such Company Common Shares shall cease to be the registered holder thereof and to have any rights as a ~~Corporation~~ Company Shareholder other than the right to be paid the ~~fair value of their Corporation Shares by the Corporation~~ Consideration pursuant to this Section 2.3(c) and in accordance with ~~Article 4 hereof, and~~ this Plan of Arrangement; (ii) the name of each such registered holder shall be removed from the register of ~~holders~~ the Company Shareholders maintained by or on behalf of ~~Corporation Shares, and such Corporation Shares~~ the Company; and (iii) AcquisitionCo 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,~~ transferee of such Company Common Shares free and clear of all ~~liens~~Liens and shall be entered in the register of the Company Shareholders maintained by or on behalf of the Company; (d) concurrently with the transfer in Section 2.3(c), ~~claims~~ AcquisitionCo will issue to the Purchaser as consideration for the Purchaser Subordinate Voting Shares issued to Company Shareholders pursuant to such Section 2.3(c) an equal number of AcquisitionCo Shares; (e) concurrently with the transfer in Section 2.3(c), each Company Common Share outstanding immediately prior to the Effective Time and ~~encumbrances~~each Company Common Share acquired by a Company Shareholder pursuant to the step set forth in Section 2.3(b) that is, in each case, held by an Electing Company Shareholder that has validly elected to transfer such Company Common Shares directly to the Purchaser, shall, without any further action by or on behalf of such Electing Company Shareholder, be deemed to be assigned and transferred by the holder thereof to the Purchaser solely in exchange for the issuance by the Purchaser to the holder thereof of the Consideration, and: (i) each registered holder of such Company Common Shares shall cease to be the registered holder thereof and to have any rights as a Company Shareholder other than the right to be paid the Consideration pursuant to this Section 2.3(e) and in accordance with ~~the applicable Holdco Agreement, in exchange for a payment in cash equal to the Holdco Share Consideration, and~~ this Plan of Arrangement; (ii) the name of each such registered holder shall be removed from the register of ~~holders of Qualifying Holdco Shares~~ the Company Shareholders maintained ~~in respect~~ by or on behalf of the ~~applicable Qualifying Holdco, and~~ Company; and (iii) 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,~~ transferee of such Company Common Shares free and clear of ~~any liens, claims~~ all Liens and shall be entered in the register of the Company Shareholders maintained by or ~~encumbrances; and~~on behalf of the Company; (cf) each ~~Corporation~~ Company Common Share held by the Purchaser immediately following the step described in Section 2.3(e) shall be, and shall be deemed to be, transferred to and acquired by AcquisitionCo in consideration for such number of AcquisitionCo Shares equal to the number of Purchaser Subordinate Voting Shares issued in exchange for the Company Common Share, and, as it is intended that such transfer occur on a tax-deferred basis for Canadian income tax purposes, the Purchaser and AcquisitionCo shall execute and file a joint election under Section 85 of the Tax Act (and any analogous provision of applicable provincial income tax legislation) in respect of such transfer; (g) each Company Option outstanding at the Effective Time (whether vested or unvested) will cease to represent an option or other ~~than~~ right to acquire Company Common Shares and will be exchanged for a Replacement Option to acquire such number of Purchaser Subordinate Voting Shares as is equal to: (A) that number of Company Common Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of Purchaser Subordinate Voting Shares, at an exercise price per Purchaser Subordinate Voting Share equal to the quotient determined by dividing: (X) the exercise price per Company Common Share at which such Company Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio rounded up to the nearest whole cent. All terms and conditions of a Replacement Option, including the term to expiry, vesting, conditions to and manner of exercising, shall be the same as the Company Option for which it was exchanged, and any certificate or option agreement previously evidencing the Company Option shall thereafter evidence and be deemed to evidence such Replacement Option. Notwithstanding any of the foregoing, in respect only of Company Optionholders, if any, whom are resident in Canada (within the meaning of the Tax Act) or whom received their Company Options in respect of the performance of duties of an office or employment in Canada (for the purposes of the Tax Act), it is intended that the provision of subsection 7(1.4) of the Tax Act apply to the exchange of a Company Option for a Replacement Option, and accordingly, in respect only of such Company Optionholders, in the event that the Replacement Option In-The-Money Amount (for greater certainty, otherwise determined without regard to this sentence of Section 2.3(g)) in respect of a Replacement Option exceeds the Company Option In-The-Money Amount in respect of the Company Option for which it is exchanged, then the exercise price per Purchaser Subordinate Voting Share of such Replacement Option will be increased accordingly with the effect at and from the time of this step set forth in this Section 2.3(g) by the minimum amount necessary to ensure that the Replacement Option In-The-Money Amount (for greater certainty, otherwise determined without regard to this sentence of this Section 2.3(g)) in respect of the Replacement Option does not exceed the Company Option In-The-Money Amount in respect of such Company Option. It is further intended that each Company Option that is held by a holder who is subject to taxation in the United States will be exchanged for a Replacement Option in a manner compliant with Section 409A of the Code and further that if such Company Option is an “incentive stock option” (as defined in Section 422 of the Code) in a manner compliant with Section 424 of the Code, and this Section 2.3(g) will be construed consistently with such intent; (h) each Company RSU held by Company RSU Holders will be exchanged for a Replacement RSU and upon vesting thereof on or after the Effective Time, each such former Company RSU Holder shall accept the Consideration in lieu of each Company Common Share to which such holder was theretofore entitled upon such vesting, and all other terms and conditions of any Replacement RSU, including term to expiry, vesting and conditions to vesting, shall be the same as the Company RSU so exchanged (as may have been amended from time to time), provided however that notwithstanding anything to the contrary in the Company RSU, the Company RSU Holder shall be permitted as a matter of right (and without requiring Company approval) to satisfy any tax withholding obligations upon settlement of the RSU by reducing the number of shares otherwise deliverable under the Company RSU; (i) ~~Corporation Shares~~ each Company PSU held by ~~Brookfield~~Company PSU Holders will be exchanged for a Replacement PSU and upon vesting thereof on or after the Effective Time, each such former Company PSU Holder shall accept the Consideration in lieu of each Company Common Share to which such holder was theretofore entitled upon such vesting, and all other terms and conditions of any Replacement PSU, including term to expiry, vesting and conditions to vesting, shall be the same as the Company PSU so exchanged (as may have been amended from time to time), provided however that notwithstanding anything to the contrary in the Company PSU, the ~~Purchaser~~ Company PSU Holder shall be permitted as a matter of right (and without requiring Company approval) to satisfy any tax withholding obligations upon settlement of the PSU by reducing the number of shares otherwise deliverable under the Company PSU; (j) the Company will reduce its stated capital and paid-up capital to $1, without any payment to its shareholders; (k) the Company and AcquisitionCo will amalgamate to continue as one corporate entity (as so amalgamated, “Amalco”) with the same effect as if they had amalgamated under Section 276 of the BCBCA (the “Amalgamation”) except that the legal existence of the Company shall not cease and the Company shall survive the Amalgamation as Amalco and the separate legal existence of AcquisitionCo shall cease on the Amalgamation without AcquisitionCo being liquidated or wound up and the Company and AcquisitionCo shall continue as one company. Amalco will be a limited liability company. The Amalgamation is intended to qualify as an amalgamation as defined in subsections 87(1) and 87(11) of the Tax Act. From and after the Amalgamation: (i) the name of Amalco will be [•], as will be set out in the notice of articles of Amalco; (ii) the shareholders of Amalco will have the powers and the liability provided in the BCBCA; (iii) the property, rights and interests of each of the Company and AcquisitionCo will continue to be the property, rights and interests of Amalco, and the Amalgamation will not constitute an assignment by operation of Law, a transfer or any other disposition of the property, rights and interests of either of the Company or AcquisitionCo to Amalco; (iv) Amalco will continue to be liable for the obligations of each of the Company and AcquisitionCo; (v) any legal proceedings being prosecuted or pending by or against the Company or AcquisitionCo is unaffected by the Amalgamation and every such legal proceeding may be prosecuted, or their ~~affiliates (which shall not~~ prosecution may be ~~acquired under the Arrangement and shall remain outstanding as a Corporation Share held by Brookfield, the Purchaser or such affiliate~~continued, as the case may be); , by or against Amalco; (iivi) ~~Corporation Shares~~ any existing cause of action, claim or liability to prosecution against either the Company or AcquisitionCo will be unaffected; (vii) a conviction against, or a ruling, order or judgment in favour of or against, either the Company or AcquisitionCo may be enforced by or against Amalco; (viii) the initial directors of Amalco will be [•], [•] and [•] immediately prior to the Amalgamation, as to be set out in the notice of articles of Amalco; (ix) the notice of articles and articles of Amalco will be the notice of articles and articles of the Company immediately prior to the Amalgamation, other than to reflect step 2.3(k)(i) above and the registered and records office of Amalco will be the registered and records office of the Company immediately prior to the Amalgamation; (x) each AcquisitionCo Share held by ~~Qualifying Holdcos, the Qualifying Holdco Shares of which are acquired by the Purchaser pursuant to Section 3.1(b) (which shall not~~ a holder thereof will 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 Consideration, cancelled and the holder’s name ~~of such holder shall~~ will be removed from the register of holders of ~~Corporation~~ AcquisitionCo Shares, and in consideration therefor, the holder thereof will receive a fully-paid and non-assessable Amalco Share on the basis of one Amalco Share for each AcquisitionCo Share, and the registered holder thereof will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such AcquisitionCo Shares in accordance with this Plan of Arrangement; (xi) all of the issued and outstanding Company Common Shares will be cancelled without any repayment of capital in respect thereof; and (xii) the capital of the Amalco Shares will be an amount equal to the paid up capital, ~~with respect~~ as that term is defined in the Tax Act, attributable to ~~Corporation~~ the AcquisitionCo Shares ~~elected~~ immediately prior to the Amalgamation; (l) each CCLLC Membership Interest held by Amalco shall be, and shall be deemed to be, transferred to and acquired by HoldingCo in consideration for the HoldingCo Consideration, and: (i) Amalco shall cease to be ~~transferred to the Purchaser, the Purchaser shall be recorded as~~ the registered holder of CCLLC Membership Interests and to have any rights as a CCLLC Member other than the ~~Corporation Shares so transferred~~ right to the HoldingCo Consideration pursuant to this Section 2.3(l) and in accordance with this Plan of Arrangement; (ii) the name of Amalco shall be removed from the register of the CCLLC Members maintained by or on behalf of CCLLC; (iii) HoldingCo shall be deemed to be the ~~legal and beneficial owner thereof,~~ transferee of such CCLLC Membership Interests free and clear of all Liens and shall be entered in the register of the CCLLC Members maintained by or on behalf of CCLLC; and (iv) in accordance with the terms of the Company Notes and Company Convertible Notes, Amalco shall be released from all obligations under the Company Notes and Company Convertible Notes, and HoldingCo shall assume all such obligations; (m) the Purchaser and Amalco will adopt a plan of complete liquidation of Amalco under Division 3 of Part 10 of the BCBCA and pursuant to subsection 319(1) of the BCBCA, Amalco will commence to wind-up and dissolve in accordance with subsection 88(1) of the Tax Act, and pursuant thereto, will transfer beneficial ownership in all of its property to the Purchaser as its sole shareholder and the Purchaser will assume all obligations of Amalco; and (n) each HoldingCo Membership Interest held by the Purchaser shall be, and shall be deemed to be, transferred to and acquired by CUSCo in consideration for a CUSCo Share, and; (i) the Purchaser shall cease to be the registered holder of HoldingCo Membership Interests and to have any ~~liens, claims or encumbrances.~~rights as a HoldingCo Member other than the right to the CUSCo Share pursuant to this Section 2.3(n) and

Appears in 2 contracts

Sources: Arrangement Agreement (Cresco Labs Inc.), Arrangement Agreement (Columbia Care Inc.)

Arrangement. ~~Commencing at~~ At the Effective Time, the following ~~events or~~ transactions shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further act or formality: (a) Each Holdco Share will be transferred to, and acquired by, Canco without any act or formality on the part of the holder of such Holdco Share or the entity which acquires such Holdco Share, free and clear of all liens, claims and encumbrances, in exchange for, at the holder's election (or deemed election), (w) the Per Share Price in cash without interest; (x) such number of fully paid and non-assessable Exchangeable Shares (and the Ancillary Rights) as is equal to the Exchange Ratio; or (y) such amount of cash, less than the Per Share Price, as is specified by the holder in the holder's election (whether as a specific dollar amount or a percentage of the Per Share Price) (the "CASH PORTION") plus such number of fully paid and non-assessable Exchangeable Shares (and the Ancillary Rights) as is equal to the positive difference between the Per Share Price and the Cash Portion, divided by the Acquiror Average Price calculated to four decimal places, in each ~~outstanding Corporation Share~~ case multiplied by a fraction having as its numerator the number of Shares held by ~~a Dissenting Shareholder shall~~ the Holdco and as its denominator the number of issued and outstanding Holdco Shares of the Holdco; payable, in each case, in accordance with Article 4 hereof, and the name of each such holder of Holdco Shares will be removed from the register of holders of Holdco Shares and added to the register of holders of the Exchangeable Shares comprising all or part of the consideration to be received by such holder for such transfer, and Canco will be recorded as the registered holder of each such Holdco Share so exchanged and will be deemed to be the legal and beneficial owner thereof. (b) Each Share (other than Shares owned by Holdcos in respect of which Section 2.2(a) applies) that is not held by (i) a Shareholder who has exercised its right to dissent in accordance with Article 3 hereof and who is ultimately entitled to be paid the fair value of its Shares, or (ii) Acquiror or any affiliate (within the meaning of the Act) thereof (which Share shall not be exchanged under the Arrangement and shall remain outstanding as a Share held by Acquiror or any affiliate thereof), will be transferred to, and acquired by, Canco without any act or formality on the part of the holder of such Share or the entity which acquires such Share, free and clear of all liens, claims and encumbrances, in exchange for, at the holder's election (or deemed election), (w) the Per Share Price in cash without interest; (x) such number of fully paid and non-assessable Exchangeable Shares (and the Ancillary Rights) as is equal to the Exchange Ratio; or (y) such amount of cash, less than the Per Share Price, as is specified by the holder in the holder's election (whether as a specific dollar amount or a percentage of the Per Share Price) (the "CASH PORTION") plus such number of fully paid and non-assessable Exchangeable Shares (and the Ancillary Rights) as is equal to the positive difference between the Per Share Price and the Cash Portion, divided by the Acquiror Average Price calculated to four decimal places, payable, in each case, in accordance with Article 4 hereof, and the name of each such holder of Shares will be removed from the register of holders of Shares and added to the register of holders of the Exchangeable Shares comprising all or part of the consideration to be received by such holder for such transfer, and Canco will be recorded as the registered holder of each such Share so exchanged and will be deemed to be the legal and beneficial owner thereof. (c) Each Share (other than Shares owned by Holdcos in respect of which Section 2.2(a) applies) in respect of which no election has been made by the holder thereof or in respect of which an effective election has not been made (other than Shares held by (i) a Shareholder who has exercised its right to dissent in accordance with Article 3 hereof and who is ultimately entitled to be paid the ~~Corporation~~ fair value of its Shares, or (ii) Acquiror or any affiliate (within the meaning of the Act) thereof (which Share shall not be exchanged under the Arrangement and shall remain outstanding as a Share held by Acquiror or any affiliate thereof)) will be transferred to, and acquired by, Canco, without any act or formality on the part of the holder of such Share or Canco, free and clear of all liens, claims and encumbrances, and ~~each Dissenting Shareholder~~ the holder shall ~~cease~~ be deemed to have ~~any rights as a Corporation Shareholder other than~~ elected to receive in exchange therefor the ~~right to be paid the fair value of their Corporation Shares by the Corporation~~ Per Share Price in cash without interest, payable in accordance with Article 4 hereof, and the name of each such holder ~~shall~~ of Shares will be removed from the register of holders of ~~Corporation Shares,~~ 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 Canco will be recorded as the registered holder of ~~the Qualifying Holdco Shares~~ each such Share so ~~transferred~~ exchanged and ~~shall~~ will be deemed to be the legal and beneficial owner thereof~~, free and clear of any liens, claims or encumbrances; and~~. (cd) Each Option that has not been duly exercised or surrendered for termination prior to the Effective Time (whether in accordance with Section 2.12 of the Arrangement Agreement or otherwise) shall be terminated and, in consideration for such termination, each ~~Corporation Share outstanding~~ holder of such Option shall receive cash, without interest, in an amount equal to the greater of: (~~other than~~ A) the positive difference, if any, between (i) ~~Corporation Shares held by Brookfield,~~ the ~~Purchaser or any of their affiliates (which shall not be acquired under the Arrangement~~ Per Share Price 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~~ exercise price per share 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)~~Option; and (~~iii~~B) ~~Corporation Shares acquired by the Purchaser~~ $0.10, for each Share subject to issuance 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrancesOption.

Appears in 2 contracts

Sources: Arrangement Agreement (Nabors Industries LTD), Arrangement Agreement (Nabors Industries LTD)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur consecutively in the following ~~sequence~~ order, each occurring five minutes following completion of the previous event without any further authorization, act or formality: (a) each ~~outstanding Corporation~~ Dissent Share ~~held~~ shall be transferred by a such Dissenting Shareholder to Purchaser (free and clear of any Liens) in accordance with, and for the consideration contemplated in, Article 4; (b) all Company Options, to the extent not exercised prior to the Effective Time, shall be deemed terminated without any payment in respect thereof; (c) the Effective Date shall be deemed to be ~~transferred by~~ the vesting date for all of the then issued and outstanding Company RSUs (including, for greater certainty, the Company RSUs issuable as of the Effective Time), and the Company shall allot and issue to each Company RSU Holder such number of Company Shares as are due to such holder ~~thereof~~ under the terms of such RSUs, and thereafter (i) the Company Stock Incentive Plan will terminate and none of the former holders of Company RSUs or Company Options shall have any rights, liabilities or obligations in respect of the Company Stock Incentive Plan, and (ii) the Company RSU Holders will be treated in all respects as Company Shareholders with respect to the ~~Corporation~~ Company Shares issued pursuant to this Section 3.1(c); (d) each Company Share (other than any Dissent Share but including, for greater certainty, the Company Shares issued pursuant to Section 3.1(c)) shall be transferred to Purchaser (free and clear of ~~all liens, claims and encumbrances~~any Liens) in exchange for the Consideration, and the payment and delivery of the CRP portion of the Consideration to the holders of the Company Shares (other than the Dissenting Shareholders) shall be satisfied by the delivery thereof by Purchaser to the Escrow Agent in accordance with the terms of the CRP Agreement; (e) with respect to each ~~Dissenting Shareholder~~ Company Share transferred in accordance with Section 3.1(a) or Section 3.1(d): (i) the registered holder thereof shall cease to be the registered holder of such Company Share and shall cease to have any rights ~~as a Corporation Shareholder other than the right to be paid the fair value~~ in respect of ~~their Corporation Shares by the Corporation in accordance with Article 4 hereof,~~ such Company Share and the name of such registered holder shall be removed from the register of ~~holders~~ Company Shareholders as of ~~Corporation Shares~~the time of transfer prescribed in Section 3.1(a) or Section 3.1(d), ~~and such Corporation Shares shall be cancelled~~as applicable; (bii) 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~~ thereof shall be deemed to ~~be the legal~~ have executed and ~~beneficial owner thereof~~delivered all consents, ~~free~~ releases, assignments and ~~clear of any liens~~waivers, ~~claims~~ statutory or ~~encumbrances~~otherwise, required to transfer such Company Share; and (ciii) ~~each Corporation Share~~ Purchaser will be the holder of all of the outstanding ~~(other than (i~~Company Shares as of the time of transfer prescribed in Section 3.1(a) ~~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~~Section 3.1(d), 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 Considerationapplicable, and the ~~name~~ central securities register of ~~such holder~~ Company shall be ~~removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the~~ revised accordingly and Purchaser shall be ~~recorded as the registered holder~~ entitled to all of the ~~Corporation Shares so transferred~~ rights and ~~shall~~ privileges attached to the Company Shares; and (f) the transfers, exchanges, issuances and terminations provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain procedures related thereto may not be completed until after the ~~legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~Effective Date.

Appears in 2 contracts

Sources: Arrangement Agreement (Interoil Corp), Arrangement Agreement (Interoil Corp)

Arrangement. ~~Commencing at~~ At the Effective ~~Time,~~ Time each of the following events ~~or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a) the articles of the Company will be amended to: (i) authorize the issuance of an unlimited number of a new class of proportionate voting shares (the “Proportionate Voting Shares”); (ii) authorize the issuance of an unlimited number of a new class of exchangeable shares (the “Exchangeable Shares”); (iii) authorize the issuance of an unlimited number of a new class of preferred shares, issuable in series (the “Preferred Shares”); and (iv) add the rights, privileges, restrictions and conditions attaching to the Proportionate Voting Shares, Common Shares, Exchangeable Shares and Preferred Shares set out in Exhibit A; (b) each ~~outstanding Corporation~~ Common Share held by ~~a Dissenting Shareholder shall~~ any of the JW Entities shall, without any further action by or on behalf of the JW Entities, be deemed to be assigned and transferred by the holder thereof to the ~~Corporation~~ Company (free and clear of all ~~liens~~Liens) in exchange for 0.001 of a Proportionate Voting Share, ~~claims and encumbrances, and each Dissenting Shareholder~~ and: (i) the JW Entities shall cease to be the holders thereof and to have any rights as ~~a Corporation Shareholder~~ holders of such Common Shares other than the right to ~~be paid the fair value of their Corporation~~ receive Proportionate Voting Shares ~~by the Corporation~~ in respect thereof in accordance with ~~Article 4 hereof, and~~ this Plan of Arrangement; (ii) the ~~name of such holder~~ JW Entities shall be removed from the register of ~~holders~~ the Common Shares maintained by or on behalf of ~~Corporation Shares,~~ the Company and ~~such Corporation~~ added to the register of the Proportionate Voting Shares maintained by or on behalf of the Company; and (iii) the Common Shares transferred to the Company shall be cancelled; (bc) each ~~Qualifying Holdco Share outstanding~~ Canopy Warrant held by ~~a Qualifying Holdco Shareholder shall be transferred and deemed to be transferred by the Qualifying Holdco Shareholder~~either Canopy Growth or Canopy Rivers shall, without any further ~~act~~ action by or ~~formality~~ on ~~its part~~behalf of Canopy Growth or Canopy Rivers, be deemed to be acquired by the Company (resulting, for the avoidance of doubt, in the cancellation of such Canopy Warrant) in exchange for the issuance by the Company to Canopy Growth or Canopy Rivers, as applicable, of a fraction of a Common Share per Canopy Warrant equal to (i) the Common Share VWAP minus the exercise price of the Canopy Warrant; divided by (ii) the Common Share VWAP; (d) each Common Share held by either Canopy Growth or Canopy Rivers (including each Common Share issued in accordance with Section 2.3(c)) shall, without any further action by or on behalf of Canopy Growth or Canopy Rivers, be deemed to be assigned and transferred by the holder thereof to the Company (free and clear of all ~~liens~~Liens) in exchange for one Exchangeable Share, ~~claims~~ and: (i) Canopy Growth and ~~encumbrances,~~ Canopy Rivers shall cease to be the ~~Purchaser,~~ holders thereof and to have any rights as holders of such Common Shares other than the right to receive Exchangeable Shares in respect thereof in accordance with ~~the applicable Holdco Agreement, in exchange for a payment in cash equal to the Holdco Share Consideration,~~ this Plan of Arrangement; (ii) Canopy Growth and ~~the name of such holder~~ Canopy Rivers shall be removed from the register of ~~holders of Qualifying Holdco~~ the Common Shares maintained ~~in respect~~ by or on behalf of the ~~applicable Qualifying Holdco,~~ Company and added to the ~~Purchaser shall be recorded as the registered holder~~ register of the ~~Qualifying Holdco~~ Exchangeable Shares ~~so transferred and shall be deemed to be~~ maintained by or on behalf of the ~~legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~Company; and (ciii) the Common Shares transferred to the Company shall be cancelled; (e) the JW Warrants will be amended to reflect that each JW Warrant is exercisable for 0.001 of a Proportionate Voting Share instead of one Common Share; and (f) each ~~Corporation Share outstanding (other than (i~~of the Subscription Agreements will be amended to delete Section 6(vv) ~~Corporation Shares held by Brookfield~~[Canadian Operations] thereof, provided that none of the ~~Purchaser~~ foregoing will occur or ~~any of their affiliates (which shall not~~ will 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 occur unless all of the foregoing occur and, if they occur, all of the foregoing will be ~~transferred by the holder thereof,~~ deemed to occur 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrancesformality.

Appears in 2 contracts

Sources: Arrangement Agreement (JW Asset Management, LLC), Arrangement Agreement (TerrAscend Corp.)

Arrangement. ~~Commencing at~~ 3.1.1 At the Effective ~~Time,~~ Time each of the following events ~~or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ 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 ~~outstanding Corporation Share held by a Dissenting Shareholder~~ Company RSU, whether vested or unvested, shall be deemed to be vested to the fullest extent, and such Company RSU shall be, and shall be deemed to be, surrendered to the Company by the holder of Company RSUs at a ratio of one RSU for one Company Subordinate Voting Share, less any amounts required to be withheld pursuant to Article 7 and the Company Subordinate Voting Shares issuable in connection therewith shall be deemed to be issued to such holder of Company RSUs as fully paid and non-assessable shares in the capital of the Company, provided that no share certificates shall be issued with respect to such shares; (b) each Company Share outstanding immediately prior to the Effective Time held by a Company 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 the Purchaser by the holder thereof ~~to the Corporation~~ for cancellation, free and clear of ~~all liens, claims and encumbrances~~any Liens, and ~~each~~ such Company Shareholder will cease to be the registered holder of such Dissenting ~~Shareholder shall~~ Shares and will cease to have any rights as a ~~Corporation Shareholder~~ registered holder of such Company Shares other than the right to be paid ~~the~~ fair value ~~of their Corporation~~ for such Dissenting Shares ~~by the Corporation~~ as set out in ~~accordance with Article 4 hereof~~Section 4.1.2, and such Company Shareholder’s name will be removed as the ~~name~~ registered holder of such ~~holder shall be removed~~ Dissenting Shares from the register of holders of ~~Corporation Shares~~Company Shares maintained by or on behalf of the Company, and ~~such Corporation~~ the Dissenting Shares shall be cancelled; (bc) each ~~Qualifying Holdco~~ Mayde Exchangeable Share outstanding ~~held by a Qualifying Holdco Shareholder~~ immediately prior to the Effective Time 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,~~ Purchaser in exchange for ~~a payment in cash equal to the Holdco Share Consideration~~1,500.5 Purchaser Shares, and upon such transfer: (i) 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~~ Mayde Exchangeable Shares will cease to be ~~recorded as~~ the registered holder of such Mayde Exchangeable Shares on the ~~Qualifying Holdco Shares so transferred~~ register of Spartan Partners Corporation and ~~shall be deemed~~ will cease to ~~be the legal and beneficial owner thereof, free and clear of~~ have 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 rights as a ~~Corporation Share held by Brookfield, the Purchaser or~~ holder of such ~~affiliate, as the case may be);~~ Mayde Exchangeable Shares; (ii) ~~Corporation~~ such holder of the Mayde Exchangeable Shares ~~held by Qualifying Holdcos,~~ shall be entered into the ~~Qualifying Holdco Shares~~ securities register of ~~which are acquired by~~ the Purchaser as the holder of such Purchaser Shares; (d) concurrently with the transfer of Mayde Exchangeable Shares pursuant to Section ~~3.1(b~~3.1.1(c), there shall be added to the stated capital of the Purchaser Shares, an amount equal to the cost (within the meaning of the Tax Act, including, if applicable, as determined under Section 85 of the Tax Act) ~~(which shall not be acquired under~~ of the ~~Arrangement and shall remain outstanding as Corporation Shares held by such Qualifying Holdco); and (iii) Corporation~~ Mayde Exchangeable Shares acquired by the Purchaser pursuant to Section ~~3.1(a~~3.1.1(c)), ; (e) each Company Super Voting Share outstanding immediately prior to the Effective Time shall be transferred for no payment, 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~~formality, to the ~~Applicable~~ Purchaser~~, in exchange for a payment in cash equal to the Consideration~~, and the ~~name~~ holder of such ~~holder~~ transferred Company Super Voting Share shall be removed from the Company’s securities register for the Company Super Voting Shares; (f) concurrently with the transfer of ~~holders~~ Company Super Voting Shares pursuant to Section 3.1.1(e), the stated capital of ~~Corporation~~ the Company Super Voting Shares shall be reduced to nil, and there shall be added to the stated capital of the Company Subordinate Voting Shares, ~~and, with respect to Corporation Shares elected to be transferred~~ an amount equal to the ~~Purchaser,~~ paid-up capital (within the ~~Purchaser shall be recorded as the registered holder~~ meaning of the ~~Corporation~~ Tax Act) of the Company Super Voting Shares ~~so transferred~~ immediately prior to the Effective Time; (g) immediately following the preceding steps, Purchaser Subco shall amalgamate and ~~shall~~ merge with and into the Company (the “Merger”) under Section 181 of the CBCA and be ~~deemed to be~~ one corporate entity (“Mergerco”) and upon the ~~legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.~~Merger being effective:

Appears in 2 contracts

Sources: Amending Agreement (TerrAscend Corp.), Amending Agreement

Arrangement. Commencing at the Effective Time, each of the ~~following~~ events ~~or transactions~~ set out below shall occur and shall be deemed to occur in the following sequence or as otherwise provided below or herein, without any further act or ~~formality~~formality on the part of any Person, in each case, unless specifically provided otherwise in this Section 2.2 effective as at two-minute intervals starting at the Effective Time: (a) ~~each outstanding Corporation~~ Each FSD Pharma 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~~Encumbrances, to FSD Pharma for cancellation and shall be cancelled; (b) such Dissenting Shareholder shall cease to be the ~~Applicable Purchaser,~~ holder of such FSD Pharma Shares and to have any rights as a FSD Pharma Shareholder other than the right to be paid fair value for such FSD Pharma Shareholder by FSD Pharma in ~~exchange for a payment in cash equal to the Consideration, and~~ accordance with Article 3; (c) the name of such Dissenting Shareholder shall be removed from FSD Pharma's register of FSD Pharma Shares as a holder of FSD Pharma Shares; (d) The articles of FSD Pharma shall be amended to provide that the authorized share structure of FSD Pharma shall be reorganized and altered by: i. changing the identifying name of the issued and unissued Class A Shares from “Class A Multiple Voting Shares” to “Multiple Voting Shares” and amending the rights, privileges, restrictions and conditions attaching to those shares to require FSD Pharma to provide a notice of time and place of any meeting of shareholders to be sent at least 22 days and not more than 60 days to shareholders thereof; ii. changing the identifying name of the issued and unissued Class B Shares from “Class B Subordinate Voting Shares” to “Subordinate Voting Shares” and amending the rights, privileges, restrictions and conditions attaching to those shares to require FSD Pharma to provide a notice of time and place of any meeting of shareholders to be sent at least 22 days and not more than 60 days to shareholders thereof; iii. creating a new class of shares without par value, with no maximum number of shares and with the identifying name “Reorganization Multiple Voting Shares” having the rights, privileges, restrictions, and conditions identical to the Class A Shares, as more particularly described in the articles of FSD Pharma, prior to the amendments described in paragraph (d)(i) above (the “FSD Pharma New Class A Shares”); and iv. creating a new class of shares without par value, with no maximum number and with and with the identifying name “Reorganization Subordinate Voting Shares” having the rights, privileges, restrictions and conditions identical to the Class B Shares, as more particularly described in the articles of FSD Pharma, prior to the amendments described in paragraph (d)(ii) above (the “FSD Pharma New Class B Shares”). (e) FSD Pharma shall reorganize its capital within the meaning of Section 86 of the Tax Act such that each FSD Pharma Shareholder (for the avoidance of doubt, excluding any FSD Pharma Shares surrendered and cancelled in accordance with Section 2.2(a) shall dispose of all of the FSD Pharma Shareholder's securities to FSD Pharma and in consideration and exchange therefor (“Consideration”),FSD Pharma shall: i. with respect to the holders of Class B Shares: a) issue that number of FSD Pharma New Class B Shares as is equal to the number of Class B Shares previously held by each such holder; b) distribute a number of Celly Nu Shares equal to the number of FSD Pharma New Class B Shares held, in accordance with the provisions of Article 4 of the Plan of Arrangement as of the Effective Date ii. with respect to the holders of Class A Shares: a) issue (i) to any holder of a Class A Share that is a Permitted Holder at the Effective Time, that number of FSD Pharma New Class A Shares as is equal to the number of Class A Shares previously held by each such holder; or (ii) to any holder of a Class A Share that is not a Permitted Holder at the Effective Time, at the discretion of the Board of Directors of FSD Pharma, either (x) that number of FSD Pharma New Class A Shares as is equal to the number of Class A Shares previously held by each such holder; or (y) that number of FSD Pharma New Class B Shares as is equal to the number of Class A Shares previously held by each such holder; and b) distribute a number of Celly Nu Shares equal to the number of FSD Pharma New Class A Shares held, in accordance with the provisions of Article 4 of the Plan of Arrangement as of the Effective Date; (collectively, the “Share Exchange”), and, in connection with the Share Exchange: i. the name of each FSD Pharma Shareholder shall be removed from the shareholder register and added to the shareholder register for the FSD Pharma New Class B Shares and FSD Pharma New Class A Shares, respectively, and Celly Nu Shares as the holder of the number of FSD Pharma New Class B Shares, FSD Pharma New Class A Shares and Celly Nu Shares, respectively, received pursuant to the Share Exchange; ii. all issued and outstanding Class B Shares and Class A Shares shall be cancelled and the capital in respect of such securities shall be reduced to nil; iii. the number of Celly Nu Shares previously held by FSD Pharma and distributed pursuant to the Share Exchange shall be removed from Celly Nu's register of holders of ~~Corporation~~ Celly Nu Shares, ; and~~, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser~~ (f) The authorized share structure of FSD Pharma shall be ~~recorded as~~ reorganized and altered by: i. eliminating the ~~registered holder~~ Class B Shares from the authorized share structure of FSD Pharma; ii. eliminating the Class A Shares from the authorized share structure of FSD Pharma; iii. changing the identifying name of the ~~Corporation~~ issued and unissued FSD Pharma New Class B Shares ~~so transferred~~ from “Reorganization Subordinate Voting Shares” to “Class B Subordinate Voting Shares”; and iv. changing the identifying name of the issued and ~~shall~~ unissued FSD Pharma New Class A Shares from “Reorganization Multiple Voting Shares” to “Class A Multiple Voting Shares”. (g) Each FSD Pharma Option outstanding before the Effective Time will be deemed to be exchanged for: i. one FSD Pharma New Option, with each FSD Pharma New Option having an exercise price equal to the ~~legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~original exercise price for the FSD Pharma Option being exchanged. (h) Each FSD Pharma Distribution Warrant outstanding before the Effective Time will be deemed to be exchanged for: i. one FSD Pharma New Distribution Warrant with each FSD Pharma New Distribution Warrant having an exercise price equal to the original exercise price for the FSD Pharma Distribution Warrant being exchanged; and

Appears in 2 contracts

Sources: Arrangement Agreement (FSD Pharma Inc.), Arrangement Agreement (FSD Pharma Inc.)

Arrangement. ~~Commencing~~ Pursuant to the Arrangement, commencing at the Effective Time, the following ~~events or~~ transactions shall occur and shall be deemed to occur without any further authorization, act or formality in the following ~~sequence without any further act or formality~~order: (a) ~~each outstanding Corporation Share~~ at the Effective Time, all Company Shares held by a Dissenting ~~Shareholder~~ Holders shall be deemed to be have been transferred ~~by the holder thereof to the Corporation~~ (free and clear of all ~~liens, claims~~ Liens) to the Company and ~~encumbrances,~~ cancelled in consideration for a debt claim against the Company (to be settled by the Company with its own available funds on hand and ~~each~~ not funds directly or indirectly provided by the Purchaser or any affiliate of the Purchaser) for the amount determined under Section 6.1, (i) such Dissenting ~~Shareholder~~ Holders shall cease to be the holders of such Company Shares and to have any rights as ~~a Corporation Shareholder~~ Company Shareholders other than the right to be paid the fair value ~~of their Corporation~~ for such Company Shares ~~by the Corporation~~ as set out in ~~accordance with Article 4 hereof, and~~ Section 6.1; and (ii) the name of each such ~~holder~~ Dissenting Holder shall be removed as Company Shareholder, as applicable, from the ~~register~~ registers of ~~holders~~ Company Shareholders, as applicable, maintained by or on behalf of ~~Corporation Shares,~~ Company in respect of such Company Shares and such ~~Corporation~~ Company Shares shall be ~~cancelled;~~cancelled and cease to be outstanding; and (b) each ~~Qualifying Holdco~~ Company Share ~~outstanding~~ held by a ~~Qualifying Holdco~~ Company 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,~~ a Dissenting Holder or (ii) 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~~its Subsidiaries) 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 thereofshall, without any further ~~act~~ action by or ~~formality~~ on ~~its part~~behalf of a Company Shareholder, be transferred (free and clear of all ~~liens, claims and encumbrances,~~ Liens) to the ~~Applicable Purchaser,~~ Purchaser in ~~exchange~~ consideration for ~~a payment in cash equal to~~ the Consideration~~, and~~ ; (c) notwithstanding the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder terms of the ~~Corporation Shares so transferred~~ Company Incentive Award Plan or the Legacy Option Plan and subject to Section 7.1(g), each Company Option and Legacy Option outstanding at the Effective Time, whether vested or unvested, shall be deemed to be vested to the ~~legal~~ fullest extent, shall be exchanged for an option (a “Replacement Option”) to purchase from the Purchaser the number of Purchaser Shares (rounded down to the nearest whole number) equal to: (A) the Exchange Ratio multiplied by: (B) the number of Company Shares subject to such Company Option or Legacy Option, as applicable, immediately prior to the Effective Time, at an exercise price per Purchaser Share (rounded up to the nearest whole cent) equal to: (C) the exercise price per Company Share otherwise purchasable pursuant to such Company Option or Legacy Option, as applicable, immediately prior to the Effective Time, divided by (D) the Exchange Ratio, exercisable until the original expiry date of such Company Option or Legacy Option, as applicable. Except as set out above, all other terms and ~~beneficial owner thereof~~conditions of such Replacement Option, ~~free~~ including the conditions to and ~~clear~~ manner of exercising, will be the same as the Company Option or Legacy Option, as applicable, so exchanged, and shall be governed by the terms of the Company Incentive Award Plan or the Legacy Option Plan, as applicable, as assumed by the Purchaser, and any ~~liens~~document evidencing a Company Option or Legacy Option, ~~claims or encumbrances.~~as applicable, shall thereafter evidence and be deemed to evidence such Replacement Option;

Appears in 2 contracts

Sources: Arrangement Agreement (SNDL Inc.), Arrangement Agreement (Valens Company, Inc.)

Arrangement. Commencing at the Effective ~~Time~~Time on the Effective Date, each of the ~~following~~ events ~~or transactions~~ set out below shall occur and shall be deemed to occur sequentially in the following ~~sequence~~ order without any further authorization, act or ~~formality~~formality of or by the Company, the Purchaser or any other person: (a) each Company RSU that is outstanding ~~Corporation~~ immediately prior to the Effective Time, whether vested or unvested, shall and shall be deemed to unconditionally and immediately vest in accordance with the terms of the Company RSU Plan and shall be settled by the Company at the Effective Time in exchange for one Company Share, less applicable withholdings pursuant to Section 6.04, and each Company RSU Holder shall be entered in the register of the Company Shareholders maintained by or on behalf of Company as the holder of such Company Shares and such Company Shares shall be deemed to be issued to such Company RSU Holder as fully paid and non-assessable shares in the capital of the Company, provided that no certificates or DRS statements shall be issued with respect to such Company Shares, and each such Company RSU shall be immediately cancelled and the holders of such Company RSUs shall cease to be holders thereof and to have any rights as holders of Company RSUs. Each Company RSU Holder's name shall be removed from the register of Company RSUs maintained by or on behalf of the Company and all agreements relating to the Company RSUs shall be terminated and shall be of no further force and effect; (b) each Company Share held by a Dissenting ~~Shareholder~~ Company Shareholder, who has validly exercised their Dissent Rights and which Dissent Rights remain valid immediately prior to the Effective Time, shall be, and shall be deemed to be be, transferred by the holder ~~thereof to the Corporation~~ thereof, free and clear of all ~~liens~~Liens, ~~claims~~ to the Company for the amount therefor determined and ~~encumbrances~~payable under ARTICLE Four hereof, and: (i) the name of such Dissenting Company Shareholder shall be removed from the register of the Company Shareholders maintained by or on behalf of the Company and each such Company Share shall be cancelled and cease to be outstanding; and (ii) such Dissenting Company Shareholder shall cease to be the holder of each such Company Share and to have any rights as a ~~Corporation~~ Company Shareholder other than the right to be paid the fair value for each such Company Share as set out in ARTICLE Four; (c) each Company Share (including Company Shares issued pursuant to Section 3.01(a), but excluding any Company Shares held by a Dissenting Company Shareholder or the Purchaser or any subsidiary of ~~their Corporation Shares~~ the Purchaser) shall be, and shall be deemed to be, transferred by the ~~Corporation~~ holder thereof, free and clear of all Liens, to the Purchaser and, in consideration therefor, the Purchaser shall issue the Share Consideration for each Company Share, subject to Section 3.03 and ARTICLE Six, and: (i) the holders of such Company Shares shall cease to be the holders of such Company Shares and to have any rights as holders of such Company Shares, other than the right to be issued the Share Consideration by the Purchaser in accordance with ~~Article 4 hereof, and the name~~ this Plan of Arrangement; (ii) such ~~holder~~ holders' names shall be removed from the register of ~~holders~~ the Company Shareholders maintained by or on behalf of ~~Corporation Shares~~the Company; and (iii) the Purchaser shall be, 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~~ be, the ~~Qualifying Holdco Shareholder, without any further act or formality on its part~~transferee of such Company Shares, 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~~Liens, and ~~the name of such holder~~ shall be ~~removed from~~ entered in the register of ~~holders of Qualifying Holdco Shares~~ the Company Shareholders maintained ~~in respect~~ by or on behalf of the ~~applicable Qualifying Holdco, and the Purchaser shall be recorded~~ Company 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~~such Company Shares; and (cd) each ~~Corporation Share~~ Company Option outstanding ~~(other than (i) Corporation Shares held by Brookfield~~immediately prior to the Effective Time, ~~the Purchaser~~ whether vested 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))unvested, shall be transferred to the Purchaser and ~~deemed to be transferred by~~ the holder ~~thereof~~thereof shall receive in consideration therefor an option (each, ~~without any further act or formality on its part, free and clear~~ a "Replacement Option") to purchase from the Purchaser such number of ~~all liens, claims and encumbrances,~~ Purchaser Shares (rounded down to the ~~Applicable Purchaser, in exchange for a payment in cash~~ nearest whole number) equal to: (A) the Exchange Ratio; multiplied by (B) the number of Company Shares subject to such Company Option immediately prior to the ~~Consideration~~Effective Time, ~~and~~ at an exercise price per Purchaser Share (rounded up to the ~~name~~ nearest whole cent) equal to: (M) the exercise price per Company Share otherwise purchasable pursuant to such Company Option immediately prior to the Effective Time; divided by (N) the Exchange Ratio, exercisable until the original expiry date of such ~~holder shall~~ Company Option. Except as set out above, all other terms and conditions of each Replacement Option, including the vesting terms and conditions to and manner of exercising, will be ~~removed from~~ the ~~register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded~~ same as the ~~registered holder of the Corporation Shares~~ Company Option so ~~transferred~~ exchanged, and shall be governed by the terms of the Company Option Plan, and any document evidencing a Company Option shall thereafter evidence and be deemed to evidence such Replacement Option and no certificates evidencing Replacement Options shall be issued. It is intended that the ~~legal~~ provisions of subsection 7(1.4) of the Tax Act (and ~~beneficial owner thereof, free and clear~~ any corresponding provisions of any ~~liens~~applicable provincial or territorial law) apply to the exchange of Company Options provided for in this Section 3.01(d). As a result, ~~claims or encumbrances~~in the event that the Replacement Option In-The-Money Amount in respect of a Replacement Option exceeds the Company Option In-The-Money Amount in respect of a Company Option, the exercise price per Purchaser Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the Replacement Option In-The-Money Amount in respect of a Replacement Option does not exceed the Company Option In-The-Money Amount in respect of a Company Option. The exchanges, transfers and cancellations provided for in this Section 3.01 will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

Appears in 2 contracts

Sources: Arrangement Agreement (Integra Resources Corp.), Arrangement Agreement (Integra Resources Corp.)

Arrangement. Commencing at the Effective Time, in five minute increments each of the following events ~~or transactions~~ shall occur and shall be deemed to occur consecutively in the following ~~sequence~~ order, except where noted, without any further authorization, act or formality: (a) Each Dissent Share shall be deemed to be transferred and assigned by such Dissenting Shareholder, without any further act of formality on its part, to Newmont (free and clear of any Liens) in accordance with, and for the consideration contemplated in, Article 4 and: (i) such Dissenting Shareholder shall cease to be, and shall be deemed to cease to be, the registered holder of each ~~outstanding Corporation~~ such Dissent Share ~~held by a~~ and the name of such registered holder shall be, and shall be deemed to be, removed from the register of Goldcorp Shareholders in respect of each such Dissent Share, and at such time each Dissenting Shareholder will have only the rights set out in Section 4.1; (ii) such Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such Dissent Share; and (iii) Newmont shall be ~~transferred by~~ and shall be deemed to be the holder ~~thereof to~~ of all of the ~~Corporation~~ outstanding Dissent Shares (free and clear of all ~~liens, claims~~ Liens) and ~~encumbrances~~the central securities register of Goldcorp shall be, and ~~each Dissenting Shareholder~~ shall be deemed to be, revised accordingly. (b) Each Goldcorp Option outstanding at the Effective Time (whether vested or unvested), notwithstanding the terms of the Goldcorp Option Plan, shall be, and shall be deemed to be, unconditionally vested and exercisable, and such Goldcorp Option shall, without any further action by or on behalf of the holder of such Goldcorp Option, be deemed to be assigned and transferred by such holder to Goldcorp in exchange for a cash payment from Goldcorp equal to the Black Scholes Amount in respect of such Goldcorp Option, and (i) the holder thereof shall cease to ~~have any rights as a Corporation Shareholder other than~~ be, and shall be deemed to cease to be, the ~~right to be paid the fair value~~ holder of ~~their Corporation Shares by the Corporation in accordance with Article 4 hereof,~~ such Goldcorp Option and the name of such holder shall be, and shall be deemed to 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 Goldcorp Options in respect of such Goldcorp Option; and (ii) the ~~applicable Qualifying Holdco,~~ Goldcorp Option Plan and all agreements relating to the ~~Purchaser~~ Goldcorp Options shall be ~~recorded as~~ terminated and shall be of no further force and effect. (c) Each Goldcorp Share outstanding immediately prior to the ~~registered holder~~ Effective Time (other than any Goldcorp Share held by Newmont or any of ~~the Qualifying Holdco Shares so transferred and~~ its affiliates (including all Dissent Shares)) 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~~ assigned by the holder thereof, without any further act or formality on its part, to Newmont (free and clear of any Liens) in exchange for the Consideration, subject to Sections 3.2 and 5.3, and (i) the registered holder thereof shall cease to be, and shall be deemed to cease to be, the registered holder of each such Goldcorp Share and the name of such registered holder shall be, and shall be deemed to be, removed from the register of Goldcorp Shareholders; (ii) 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 each such Goldcorp Share; and (iii) Newmont shall be and shall be deemed to be the holder of all of the outstanding Goldcorp Shares (free and clear of all ~~liens~~Liens) and the central securities register of Goldcorp shall be, ~~claims~~ and ~~encumbrances~~shall be deemed to be, revised accordingly. (d) Each Goldcorp Phantom RSU that is outstanding immediately prior to the ~~Applicable Purchaser~~Effective Time shall remain outstanding on its existing terms, and notwithstanding anything to the contrary in ~~exchange~~ any applicable grant letter, employment agreement or other document governing, or any resolution or determination of the Goldcorp Board (or any committee thereof) in respect of, the Goldcorp Phantom RSU Plan or any Goldcorp Phantom RSUs, pursuant to the determination of the Committee (as defined therein) pursuant to Section 5.6(a)(i) of the Arrangement Agreement, the “Share Value” (as defined in the Goldcorp Phantom RSU Plan) shall mean the product obtained by multiplying (A) the trading price of a Newmont Share on the NYSE at the close of business on the date of expiry of the Restricted Period (as defined in the Goldcorp Phantom RSU Plan), by (B) the Equity Award Exchange Ratio. (e) Each Goldcorp PSU that is outstanding immediately prior to the Effective Time shall remain outstanding on its existing terms, and notwithstanding anything to the contrary in any applicable PSU Agreement (as defined in the Goldcorp PSU Plan), employment agreement or other document governing, or any resolution or determination of the Goldcorp Board (or any committee thereof) in respect of, the Goldcorp PSU Plan or any Goldcorp PSUs: (i) the Multiplier (as defined in the Goldcorp PSU Plan) for each Goldcorp PSU shall be deemed to be 100 per cent; and (ii) pursuant to the determination of the Board (as defined therein) pursuant to Section 5.6(a)(ii) of the Arrangement Agreement, “Fair Market Value” (as defined in the Goldcorp PSU Plan) shall mean, on a particular day, the product obtained by multiplying (A) the volume weighted average price of the Newmont Shares on the NYSE for the 30 trading day period prior to and including the particular day, by (B) the Equity Award Exchange Ratio. (f) Each Goldcorp RSU that is outstanding immediately prior to the Effective Time shall be deemed to be exchanged by the holder thereof in accordance with subsection 7(1.4) of the Tax Act, without any further act of formality on its part, for a ~~payment~~ Replacement RSU that has the same vesting conditions as the Goldcorp RSU for which it was exchanged and that entitles the holder thereof to receive, upon vesting thereof and in ~~cash~~ accordance with the terms of the Newmont Incentive Plan, a number of Newmont Shares equal to the ~~Consideration~~product obtained by multiplying (A) the applicable number of Goldcorp Shares covered by such Goldcorp RSU immediately prior to the Effective Time by (B) the Equity Award Exchange Ratio; provided that any fraction of a Newmont Share that such holder would be entitled to receive (after aggregating all Newmont Shares issuable to such holder in respect of all such holder’s Replacement RSUs that vest on a particular date date) shall be rounded down to the nearest whole number, and: (i) the holder thereof shall cease to be, and shall be deemed to cease to be, the holder of each such Goldcorp RSU and the name of such holder shall be, and shall be deemed to be, removed from the register of ~~holders~~ Goldcorp RSUs in respect of ~~Corporation Shares, and, with respect to Corporation Shares elected to be transferred~~ each such Goldcorp RSU; (ii) the Goldcorp RSU Plan and all agreements relating to the ~~Purchaser, the Purchaser~~ Goldcorp RSUs shall be ~~recorded as the registered holder of the Corporation Shares so transferred~~ terminated and shall be of no further force and effect; (iii) notwithstanding the foregoing, if required, the number of Newmont Shares to which a former holder of a Goldcorp RSU will be entitled under the Replacement RSU will be reduced such that (i) the excess (if any) of the aggregate fair market value of the Newmont Shares underlying such holder’s Replacement RSU immediately following the exchange over the aggregate exercise price (if any) of such Replacement RSU does not exceed (ii) the excess (if any) of the aggregate fair market value of the Goldcorp Shares underlying the holder’s corresponding Goldcorp RSU immediately before the exchange over the aggregate exercise price (if any) of such Goldcorp RSU; and (iv) the Committee (as defined in the Newmont Incentive Plan) irrevocably elects to settle all Replacement RSUs solely in consideration for Newmont Shares, the Award Agreement (as defined in the Newmont Incentive Plan) in respect of each such Replacement RSU will, and will be deemed to, provide that the Committee (as defined in the Newmont Incentive Plan) shall not have the discretion to pay cash in settlement of any Replacement RSU (notwithstanding the terms of the Newmont Incentive Plan), and such Replacement RSUs are, and are deemed to be, a right to acquire Newmont Shares (subject to the terms and conditions of the Replacement RSU and the Newmont Incentive Plan). The events provided for in this Section 3.1 will be deemed to occur on the ~~legal and beneficial owner thereof~~Effective Date, ~~free and clear of any liens, claims or encumbrances~~notwithstanding that certain procedures related thereto may not be completed until after the Effective Date.

Appears in 2 contracts

Sources: Arrangement Agreement (Goldcorp Inc), Arrangement Agreement (Newmont Mining Corp /De/)

Arrangement. (1) Commencing at the Effective ~~Time,~~ Time each of the following events ~~or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ 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 Nova Share outstanding ~~Corporation Share~~ immediately prior to the Effective Time held by a ~~Dissenting~~ Nova Shareholder ~~shall~~ in respect of which Dissent Rights have been validly exercised will be deemed to be have been transferred ~~by the holder thereof~~ without any further act or formality to ~~the Corporation~~ Nova for cancellation, free and clear of ~~all liens, claims and encumbrances~~any Liens, and ~~each~~ such Nova Shareholder will cease to be the registered holder of such Dissenting ~~Shareholder shall~~ Shares and will cease to have any rights as ~~a Corporation Shareholder~~ registered holders of such Nova Shares other than the right to be paid by ▇▇▇▇, to the extent available, out of its separate assets which are not directly or indirectly provided by Metalla or its affiliates or any proceeds of the disposition of such assets, fair value ~~of their Corporation~~ for such Dissenting Shares ~~by the Corporation~~ as set out in ~~accordance with Article 4 hereof~~Section 4.1(2), and such Nova Shareholder's name will be removed as the registered holder of such Dissenting Shares from the registers of Nova Shares maintained by or on behalf of Nova, and Nova 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 Nova. (b) each outstanding Nova RSU shall, without any further act or formality by or on behalf of any holder of a Nova RSU, be deemed to be fully vested and each holder of a Nova RSU shall be entitled to receive the applicable RSU Consideration, and thereafter: (i) each holder of such Nova RSU shall cease to be the holder thereof and to have any rights as holder of a Nova RSU and such Nova RSUs shall be immediately cancelled; (ii) the name of each such holder shall be removed from the register of the Nova RSU holders maintained by or on behalf of ~~Corporation Shares,~~ Nova; and (iii) each such ~~Corporation Shares~~ former holder of such Nova RSUs shall be ~~cancelled; (b) each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder shall be transferred and~~ deemed to be the holder of the Nova Shares comprising such RSU Consideration (notwithstanding that no certificates or DRS statements shall be issued with respect to such Nova Shares) and shall be entered in the register of the Nova Shares maintained by or on behalf of Nova; for greater certainty, any consideration a holder of a Nova RSU is entitled to receive shall be subject to tax withholdings pursuant to Section 7. (c) each issued and outstanding Nova Share (other than any Nova Share in respect of which the Nova Shareholder has validly exercised their Dissent Right) will be transferred to, and acquired by ~~the Qualifying Holdco Shareholder~~Metalla, without any ~~further~~ act or formality on ~~its part~~the part of the holder of such Nova Share or Metalla, free and clear of all ~~liens, claims and encumbrances, to the Purchaser, in accordance with the applicable Holdco Agreement~~Liens, in exchange for ~~a payment in cash~~ such number of Metalla Shares equal to the ~~Holdco Share Consideration~~Exchange Ratio, provided that the aggregate number of Metalla Shares payable to any one Nova Shareholder, if calculated to include a fraction of an Metalla Share, will be rounded down to the nearest whole Metalla Share, with no consideration being paid for the fractional share, and the name of each such ~~holder shall~~ Nova Shareholder will be removed from the register of holders of ~~Qualifying Holdco~~ Nova Shares ~~maintained in respect~~ and added to the register of ~~the applicable Qualifying Holdco~~holders of Metalla Shares, and ~~the Purchaser shall~~ Metalla will be recorded as the registered holder of ~~the Qualifying Holdco~~ such Nova Shares so ~~transferred~~ exchanged and ~~shall~~ will be deemed to be the legal and beneficial owner thereof~~, free and clear of any liens, claims or encumbrances~~; and (cd) each ~~Corporation Share~~ outstanding ~~(other than (i) Corporation Shares held by Brookfield~~Nova Option, 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 thereofshall, without any further ~~act or formality~~ action on ~~its part~~the part of any holder of Nova Options, ~~free~~ be deemed fully vested and ~~clear~~ exchanged for a vested option of ~~all liens~~Metalla (each, ~~claims and encumbrances~~a "Replacement Option") to purchase from Metalla, the number of Metalla Shares equal to: (x) the Exchange Ratio multiplied by (y) the number of Nova Shares subject to such Nova Option immediately prior to the ~~Applicable Purchaser~~Effective Time, provided that if the foregoing would result in ~~exchange for~~ the issuance of a ~~payment in cash equal~~ fraction of a Metalla Share on any particular exercise of Replacement Options, then the number of Metalla Shares otherwise issued shall be rounded down to the ~~Consideration~~nearest whole number of Metalla Shares. Such Replacement Option shall provide for an exercise price per Metalla Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per Nova Share otherwise purchasable pursuant to such Nova Option, ~~and~~ divided by (y) the ~~name~~ Exchange Ratio, provided that the exercise price of ~~such~~ each Replacement Option of any particular holder shall ~~be removed from the register of holders of Corporation Shares~~be, ~~and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred~~ and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of the Replacement Option immediately after the exchange does not exceed the In the Money Amount of the Nova Option immediately before the exchange. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of options. The term, exercisability and all other terms and conditions of the Nova Share Compensation Plan shall govern the Replacement Option for which the Nova Option is so exchanged. For Replacement Options that are held by Persons that will not constitute "Eligible Persons" under the Nova Share Compensation Plan, the post-termination exercise period of such Replacement Options shall be extended to the ~~legal~~ 12-month anniversary of the Effective Date, and ~~beneficial owner thereof, free and clear~~ all other Replacement Options shall have the same expiry date of the original Nova Option; provided that in no case shall the date of expiry of any ~~liens~~Replacement Options extend beyond the date that is 10 years from the date of grant of the original Nova Option. With respect to each Nova Option held by any individual who is subject to taxation in the United States, ~~claims or encumbrances~~the conversion of Nova Options into Replacements Options shall be effected in a manner consistent with the requirements of Section 409A of the U.S. Tax Code.

Appears in 1 contract

Sources: Arrangement Agreement (Metalla Royalty & Streaming Ltd.)

Arrangement. ~~Commencing at~~ 3.1 On the Effective ~~Time~~Date, subject to the provisions of Article 5 hereof, the following ~~events or transactions shall~~ will occur and ~~shall~~ will be deemed to occur in the ~~following sequence~~ order and at the times set out below without any further authorization, act or formality: (a) immediately thereafter, each issued Target Share outstanding ~~Corporation Share~~ immediately prior to the Effective Time held by a Target 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 Purchaser, free and clear of any liens, claims and encumbrances, and: (i) such Target Shareholder will cease to be the registered holder of such Dissenting ~~Shareholder shall~~ Shares and will cease to have any rights as registered holders of such Target Shares other than the right to be paid fair value for such Dissenting Shares as set out in Section 5.2(a); (ii) such Target Shareholder's name will be removed as the registered holder of such Dissenting Shares from the registers of Target Shares maintained by or on behalf of Target; and (iii) Purchaser will be deemed to be ~~transferred by~~ the ~~holder thereof to the Corporation~~ transferee of such Dissenting Shares, free and clear of ~~all~~ any liens, claims and encumbrances, and ~~each Dissenting Shareholder shall cease to have any rights as a Corporation Shareholder other than~~ will be entered in the ~~right to be paid the fair value~~ registers of ~~their Corporation~~ Target Shares maintained by ~~the Corporation in accordance with Article 4 hereof, and the name~~ or on behalf of ~~such holder shall be removed from the register of holders of Corporation Shares, and such Corporation Shares shall be cancelled;~~Target; and (b) immediately thereafter, each ~~Qualifying Holdco~~ issued and outstanding Target Share ~~outstanding held by a Qualifying Holdco~~ (other than any Target Share in respect of which the Target Shareholder ~~shall~~ has validly exercised his, her or its Dissent Right) will be transferred to, and ~~deemed to be transferred~~ acquired by ~~the Qualifying Holdco Shareholder~~Purchaser, without any ~~further~~ act or formality on ~~its part~~the part of the holder of such Target Share or Purchaser, free and clear of all liens, claims and encumbrances, ~~to the Purchaser, in accordance with the applicable Holdco Agreement,~~ in exchange for 0.0195 of a ~~payment in cash equal~~ Purchaser Share, provided that the aggregate number of Purchaser Shares payable to any Target Shareholder, if calculated to include a fraction of a Purchaser Share, will be rounded down to the ~~Holdco Share Consideration~~nearest whole Purchaser Share, with no consideration being paid for the fractional share, and the name of each such ~~holder shall~~ Target Shareholder will be removed from the register of holders of ~~Qualifying Holdco~~ Target Shares ~~maintained in respect~~ and added to the register of ~~the applicable Qualifying Holdco~~holders of Purchaser Shares, and ~~the~~ Purchaser ~~shall~~ will be recorded as the registered holder of ~~the Qualifying Holdco~~ such Target Shares so ~~transferred~~ exchanged and ~~shall~~ will 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~~ The transactions provided for in this Section 3.1 will 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 occur on the Effective Date and at the time specified notwithstanding that certain of the procedures related hereto are not completed until after the Effective Date. 3.2 Notwithstanding that the transactions or events set out in Section 3.1 may occur or be ~~transferred by~~ deemed to occur in the ~~holder thereof,~~ order therein set out without any further act or ~~formality on its part~~formality, ~~free~~ each of Target and ~~clear of all liens~~Purchaser agree to make, ~~claims~~ do and ~~encumbrances, to the Applicable Purchaser, in exchange for a payment in cash equal to the Consideration,~~ execute or cause and ~~the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected~~ procure to be ~~transferred~~ made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required by it in order to ~~the Purchaser, the Purchaser shall be recorded as the registered holder~~ further document or evidence any of the ~~Corporation Shares so transferred~~ transactions or events set out in Section 3.1 including, without limitation, any resolution of directors authorizing the issue, transfer or purchase for cancellation of shares, any share transfer powers evidencing the transfer of shares, any receipt therefor and ~~shall be deemed~~ any necessary additions to ~~be the legal and beneficial owner thereof, free and clear of any liens, claims~~ or ~~encumbrances~~deletions from share registers.

Appears in 1 contract

Sources: Arrangement Agreement (Uranium Energy Corp)

Arrangement. ~~Commencing at~~ 3.1 Following the filing of Articles of Arrangement in respect of this Arrangement, Minera Andes and Scotia will be amalgamated and will continue as a separate corporation. 3.2 Upon the issuance of the Certificate of Amalgamation on the Amalgamation Effective ~~Time~~Date, each of the ~~following~~ events ~~or transactions~~ set out below shall occur and ~~shall~~ be deemed to occur in the ~~following~~ sequence set out therein without ~~any~~ further ~~act~~ action or formality:, (a) with respect to each ~~outstanding Corporation Share held by a Dissenting Shareholder shall be deemed to be transferred by the~~ Minera Andes Common Shareholder: (i) such 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~~ be a ~~Corporation Shareholder other than the right to be paid the fair value~~ holder of ~~their Corporation~~ Minera Andes Common Shares ~~by the Corporation in accordance with Article 4 hereof,~~ and ~~the~~ his name ~~of such holder~~ shall be removed from the register of ~~holders of Corporation~~ Minera Andes Common Shares, ; (ii) the issued and ~~such Corporation~~ outstanding Minera Andes Common Shares shall be converted into Amalco Common Shares on the basis of one Amalco Common Share for each one Minera Andes Common Share held and the holder's name shall be added to the common share register of Amalco as the registered holder of such Amalco Common Shares; (iii) all of the authorized but unissued shares of Minera Andes shall be cancelled;. (b) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder~~ with respect to the holder of the Minera Performance Right: (i) such holder shall cease to be the holder of the Minera Performance Right; (ii) the Minera Performance Right shall be ~~transferred~~ converted into the Amalco Performance Right. 3.3 Upon the issuance of the Certificate of Amalgamation on the Amalgamation Effective Date, each of the events set out below shall occur and be deemed to ~~be transferred by~~ occur in the ~~Qualifying Holdco~~ sequence set out therein without further action or formality, (a) with respect to each Scotia Common 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 : (i) such holder shall cease to be a holder of Scotia Common Shares and his name shall be removed from the register of ~~holders~~ Scotia Common Shares; (ii) the issued and outstanding Scotia Common Shares shall be converted into Amalco Common Shares on the basis of ~~Qualifying Holdco~~ one Amalco Common Share for each fifteen Scotia Common Shares ~~maintained in respect of the applicable Qualifying Holdco,~~ held and the ~~Purchaser~~ holder's name shall be ~~recorded~~ added to the common share register of Amalco as the registered holder of such Amalco Common Shares; (iii) all of the ~~Qualifying Holdco Shares so transferred~~ authorized but unissued shares of Scotia shall be cancelled. 3.4 Amalco shall not be obligated to issue fractional shares. In the event that a fractional share results from the application of Article III hereof, then: in the case of a fraction of a share for Amalco of less than one-half of a share, the number of shares to be received by the holder thereof shall be rounded down to the next whole number of shares without further contemplation or claim against Amalco nor its respective directors, officers or agents; or, in the case of a fraction of a share for Amalco of one-half or more of a share, the number of shares to be received by the holder thereof shall be rounded up to the next higher whole number of shares of Amalco, provided that no shareholder will be required to compensate Amalco in respect thereof. 3.5 The stated capital of Amalco shall be the aggregate of the stated capital account of both of the Amalgamating Companies immediately before the Amalgamation becomes effective. 3.6 Each of the Amalgamating Companies shall contribute to Amalco all of its assets, subject to its liabilities, as such exist, immediately before the Amalgamation Effective Date. 3.7 Amalco shall possess all of the property, rights, privileges and franchises and shall be ~~deemed~~ subject to all of the liabilities, as such exist, immediately before the Amalgamation Effective Date. 3.8 All rights of creditors against the property, rights and assets of each of the Amalgamating Companies and all liens upon their property, rights and assets shall be unimpaired by 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~~Arrangement, the ~~Purchaser~~ Continuance or ~~any~~ the Amalgamation and all debts, contracts, liabilities and duties 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder each of the ~~Corporation Shares so transferred~~ Amalgamating Companies shall thenceforth attach to Amalco and shall be ~~deemed to~~ enforceable against it. 3.9 No action or proceeding by or against any of the parties hereto shall abate or be ▇▇▇▇▇ted by the ~~legal and beneficial owner thereof~~Arrangement, ~~free and clear~~ the Continuance or the Amalgamation. 3.10 Certificates representing the securities of ~~any liens~~Amalco into which securities of the Amalgamating Companies have been converted will be held by The Montreal Trust Company of Canada, ~~claims~~ at its Calgary office, for those holders entitled thereto against deposit of the certificate or ~~encumbrances~~certificates representing the securities of the Amalgamating Companies so converted.

Appears in 1 contract

Sources: Arrangement Agreement (Minera Andes Inc /Wa)

Arrangement. ~~Commencing at~~ At the Effective Time, each of the following events ~~or transactions~~ 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 five minute intervals starting at the ~~following sequence~~ Effective Time: (a) the Corporation Rights Plan shall terminate and cease to have any force or effect, and all rights issued pursuant to the Corporation Rights Plan shall be cancelled without any payment therefor; (b) each of the Corporation Shares held by Dissenting Holders in respect of which Dissent Rights have been validly exercised shall, without any further act or ~~formality~~formality on the part of the Corporation or such Dissenting Holders, be deemed to have been transferred to the Corporation (free and clear of all Liens) and thereupon cancelled in consideration for a debt claim against the Corporation for the amount determined under Article 3, and: (ai) such Dissenting Holders shall cease to be the holders of such Corporation Shares and to have any rights as holders of such Corporation Shares, other than the right to be paid fair value by the Corporation for such Corporation Shares, as set out in Section 3.1; and (ii) such Dissenting Holders’ names shall be removed as the holders of such Corporation Shares from the securities register of the Corporation; (c) each ~~outstanding~~ of the following steps shall occur simultaneously: (A) each Corporation Share ~~held~~ outstanding immediately prior to the Effective Time, other than Corporation Shares cancelled under (b) above, shall, without any further action by or on behalf of a ~~Dissenting Shareholder shall~~ holder of Corporation Shares, be ~~deemed to be~~ assigned and transferred by the holder thereof to AcquisitionCo in exchange for the Consideration; (B) the holders of such Corporation ~~free and clear of all liens, claims and encumbrances, and each Dissenting Shareholder~~ Shares shall cease to be the holders of such Corporation Shares and to have any rights as a holders of such Corporation ~~Shareholder~~ Shares other than the right to be paid the ~~fair value of their Corporation~~ Consideration Shares ~~by the Corporation~~ in accordance with ~~Article 4 hereof, and the name~~ this Plan of Arrangement; (C) such ~~holder~~ holders’ names shall be removed from the securities register of the Corporation; and (D) AcquisitionCo shall be deemed to be, the transferee of such Corporation Shares (free and clear of all Liens) and shall be entered in the securities register of the Corporation as the legal and beneficial holder of all such Corporation Shares (free and clear of all Liens); (ii) Keel Infrastructure US will issue the Consideration to the holders of Corporation ~~Shares,~~ Shares referred to in Section 2.3(c)(i) in respect of each Corporation Share that is assigned and transferred to AcquisitionCo pursuant to Section 2.3(c)(i) and such ~~Corporation Shares~~ holders’ names shall be ~~cancelled~~added to the stock ledger of Keel Infrastructure US; and (iii) in consideration for the issuance of the Consideration by Keel Infrastructure US described in Section 2.3(c)(ii), AcquisitionCo will issue to Keel Infrastructure US one common share of AcquisitionCo in respect of each share of Keel Infrastructure US Common Stock that Keel Infrastructure US issues pursuant to Section 2.3(c)(ii); (bd) ~~each Qualifying Holdco Share outstanding~~ all Keel Infrastructure US Common Stock held by ~~a Qualifying Holdco Shareholder~~ the Trust shall be ~~transferred~~ redeemed and ~~deemed to be transferred~~ cancelled by ~~the Qualifying Holdco Shareholder,~~ Keel Infrastructure US without any further act or formality on ~~its part, free and clear~~ the part of ~~all liens, claims and encumbrances, to the Purchaser,~~ Keel Infrastructure US in ~~accordance with the applicable Holdco Agreement,~~ consideration for C$3.50 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 encumbrancescash; and (ce) each ~~Corporation Share~~ outstanding Incentive Unit shall be exchanged for a Replacement Incentive Unit, with the terms and conditions of such Replacement Incentive Unit being substantially similar to such Incentive Unit for which it was exchanged (other than the currency of the exercise price, which shall be denominated in U.S. dollars and converted, as necessary, into U.S. dollars using the rate of exchange quoted by the Bank of Canada for the immediately preceding Business Day prior to the Effective Date), provided that, in respect of each Incentive Unit governed by section 7 of the Income Tax Act (iCanada) ~~Corporation Shares held by Brookfield~~or Section 409A of the U.S. Internal Revenue Code, as applicable, the ~~Purchaser~~ exercise price of such Incentive Unit shall be increased by such minimum amount that meets the requirements of paragraph 7(1.4)(c) of the Income Tax Act (Canada) 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~~U.S. Treasury Regulations Section 1.409A-1(b)(5)(v)(D), 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrancesapplicable.

Appears in 1 contract

Sources: Arrangement Agreement (Bitfarms LTD)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur sequentially in the following ~~sequence~~ order without any further act or formality: (a) each Tahoe PSA outstanding ~~Corporation Share~~ immediately prior to the Effective Time that is held by a ~~Dissenting Shareholder~~ Tahoe PSA Holder 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 immediately vest in accordance with ~~Article 4 hereof,~~ the terms of the Tahoe PSA Plan and will be settled by Tahoe issuing to the Tahoe PSA Holder one Tahoe Share less any amounts withheld pursuant to Section 4.4 and the ~~name~~ Tahoe Shares issuable in connection therewith will be issued to such Tahoe PSA Holder as fully paid and non-assessable shares in the capital of ~~such holder~~ Tahoe: provided that no share certificates shall be ~~removed from the register of holders of Corporation Shares, and~~ issued with respect to such ~~Corporation Shares shall be cancelled~~shares; (b) each ~~Qualifying Holdco Share~~ Tahoe RSA outstanding immediately prior to the Effective Time that is held by a ~~Qualifying Holdco~~ Tahoe RSA Holder shall immediately vest in accordance with the terms of the Tahoe Long Term Incentive Plan; (c) each Tahoe DSA outstanding immediately prior to the Effective Time that is held by a Tahoe DSA Holder shall immediately vest in accordance with the terms of the Tahoe Long Term Incentive Plan and will be settled by Tahoe issuing to the Tahoe DSA Holder one Tahoe Share less any amounts withheld pursuant to Section 4.4 and the Tahoe Shares issuable in connection therewith will be issued to such Tahoe DSA Holder as fully paid and non-assessable shares in the capital of Tahoe: provided that no share certificates shall be issued with respect to such shares; (d) each Tahoe SAR outstanding immediately prior to the Effective Time that is held by a Tahoe SAR Holder and all rights in respect thereof shall be cancelled and terminated without any payment in respect thereof; (e) each Dissenting Shareholder shall ~~be transferred and deemed~~ transfer to ~~be transferred by~~ Pan American all of the ~~Qualifying Holdco Shareholder~~Dissent Shares held, without any further act or formality on its part, ~~free~~ and ~~clear of all liens~~in consideration therefor, ~~claims and encumbrances,~~ Pan American shall issue to the ~~Purchaser, in accordance with~~ Dissenting Shareholder a debt-claim to be paid the ~~applicable Holdco Agreement, in exchange for a payment in cash equal~~ aggregate fair market value of those Dissent Shares as determined pursuant to ~~the Holdco Share Consideration~~Section 5.1, and in respect of the Dissent Shares so transferred (i) the Dissenting Shareholder shall cease to be the holder thereof, (ii) the name of ~~such holder~~ the Dissenting Shareholder shall be removed from the register maintained by or on behalf of ~~holders of Qualifying Holdco Shares maintained~~ Tahoe in respect of the ~~applicable Qualifying Holdco~~Tahoe Shares, (iii) the Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to effect the transfer thereof, and (iv) the name of Pan American shall be added to the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as the holder thereof; and (f) each Tahoe Shareholder shall transfer to Pan American each whole Tahoe Share held (other than any Tahoe Shares held by Pan American immediately before the Effective Time or acquired by Pan American from a Dissenting Shareholder under Section 3.1(e), but including, for greater certainty, any Tahoe Shares held or issued pursuant to Section 3.1(a), 3.1(b) or 3.1(c)) in exchange for (A) one CVR and (B), (i) in the case of a Tahoe Share for which the Cash Election was made under Section 3.2(a)(i), the Cash Consideration, or (ii) in the case of a Tahoe Share for which the Share Election was made under Section 3.2(a)(ii) or deemed to have been made under Section 3.2(b) or 5.1(b), the Share Consideration, in each case subject to proration in accordance with Section 3.3, and in respect of the ~~Purchaser~~ Tahoe Shares so transferred (iii) the Tahoe Shareholder shall cease to be the holder thereof, (iv) the name of the Tahoe Shareholder shall be removed from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares, (v) the Tahoe Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to effect the transfer thereof, and (vi) the name of Pan American shall be added to the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as the holder thereof; (g) each Tahoe Option outstanding immediately prior to the Effective Time (whether vested or unvested) will be exchanged for a Replacement Option to acquire from Pan American such number of Pan American Shares as is equal to: (A) the number of Tahoe Shares that were issuable upon exercise of such Tahoe Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of Pan American Shares, at an exercise price per Pan American Share equal to the quotient determined by dividing: (X) the exercise price per Tahoe Share at which such Tahoe Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent. Except as set out above, the terms of each Replacement Option shall be the same as the terms of the Tahoe Option exchanged therefor pursuant to any agreement evidencing the grant thereof prior to the Effective Time. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such exchange. Therefore, in the event that the Replacement Option In-The-Money Amount in respect of a Tahoe Option would otherwise exceed the Tahoe Option In-The-Money Amount in respect of the Replacement Option, the number of Pan American Shares which may be acquired on exercise of the Replacement Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The-Money Amount in respect of the Replacement Option does not exceed the Tahoe Option In-The- Money Amount in respect of the Tahoe Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged; (h) each Tahoe Share held by Pan American, including the Tahoe Shares acquired pursuant to Section 3.1(f) hereof, shall be transferred to Subco and in consideration therefor Subco shall issue to Pan American one fully paid and non-assessable common share of Subco for each Tahoe Share so transferred, and (i) the name of Pan American shall be removed from the central securities register as a holder of Tahoe Shares; (ii) Subco shall be recorded as the registered holder of the ~~Qualifying Holdco~~ Tahoe Shares so transferred and shall be deemed to be the legal and beneficial owner ~~thereof, free and clear~~ of ~~any liens, claims or encumbrances~~such Tahoe Shares; 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, amount added to the ~~Applicable Purchaser, in exchange for a payment in cash~~ capital of the Subco common shares will be equal to the ~~Consideration, and~~ lesser of (A) the ~~name of~~ paid up capital (as such ~~holder shall be removed from~~ term is defined in the ~~register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder~~ Tax Act) of the ~~Corporation~~ Tahoe Shares so transferred and (B) the fair market value of the Tahoe Shares so transferred; (i) the capital of the Tahoe Shares shall be reduced to US$1.00 without any repayment of capital in respect thereof; (j) Tahoe and Subco shall merge (the “Merger”) to form one corporate entity (the “Merged Company”) with the same effect as if they had amalgamated under Section 269 of the BCBCA except that the separate legal existence of Subco shall not cease and Subco shall survive the merger, and Pan American shall receive on the Merger one common share of the Merged Company in exchange for each Subco common share previously held and all of the issued and outstanding Tahoe Shares will be cancelled without any repayment of capital in respect thereof; (k) without limiting the generality of Section 3.1(j), the separate legal existence of Tahoe shall cease without Tahoe being liquidated or wound up; Tahoe and Subco will continue as one company; and the properties and liabilities of Tahoe will become the properties and liabilities of Subco; and (l) from and after the Effective Date, at the time of the step contemplated in Section 3.1(j): (i) Subco as the Merged Company will own and hold all property of Subco and will own and hold all property of Tahoe and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such merger, and all liabilities and obligations of Tahoe and Subco, whether arising by contract or otherwise, may be enforced against Subco to the same extent as if such obligations had been incurred or contracted by it; (ii) Subco as the Merged Company will continue to be liable for all of the liabilities and obligations of Tahoe and Subco; (iii) all rights, contracts, permits and interests of Tahoe and Subco will continue as rights, contracts, permits and interests of Subco as the Merged Company as if Tahoe and Subco continued and, for greater certainty, the merger will not constitute a transfer or assignment of the rights or obligations of either of Tahoe or Subco under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) a civil, criminal or administrative action or proceeding pending by or against either Subco or Tahoe may be continued by or against the Merged Company; (vi) a conviction against, or ruling, order or judgment in favour of or against either Subco or Tahoe may be enforced by or against the Merged Company; (vii) the name of the Merged Company shall be in the name of Subco; (viii) the Merged Company shall be authorized to issue an unlimited number of common shares without par value; (ix) the Notice of Articles and Articles of the Merged Company shall be substantially in the form of the Subco Notice of Articles and Articles; (x) the first annual general meeting of the Merged Company will be held within 18 months from the Effective Date; (xi) the registered office of the Merged Company shall be the registered office of Subco; (xii) the first directors of the Merged Company following the Merger shall be the individuals who were directors of Subco immediately prior to the Effective Time; (xiii) the first officers of the Merged Company following the Merger shall be the individuals, if any, who were officers of Subco immediately prior to the Effective Time; (xiv) the aggregate capital of the common shares of the Merged Company will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the shares of Subco immediately prior to the Merger; and (xv) the Merger shall not constitute an acquisition of property of Tahoe or Subco by the other pursuant to the purchase of property or as a result of the distribution or winding-up of Tahoe or Subco, it being expressly provided that the events provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain procedures related thereto may not be completed until after the ~~legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~Effective Date.

Appears in 1 contract

Sources: Arrangement Agreement

Arrangement. ~~Commencing at~~ Pursuant to the ~~Effective Time~~Arrangement, each of the following events ~~or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a1) each Corporation Option, whether vested or unvested, that is outstanding ~~Corporation Share held by a Dissenting Shareholder~~ immediately prior to the Effective Time, notwithstanding the terms of the Stock Option Plan or any applicable Option Agreement in relation thereto, shall be unconditionally vested and exercisable, and shall be, without any further action by or on behalf of the holder of such Corporation Option, deemed to be surrendered, assigned and transferred by the holder thereof to the Corporation in exchange for, subject to Section 4.4, a cash payment (without interest) by or on behalf of the Corporation equal to the amount (if any) by which the Consideration exceeds the exercise price of such Corporation Option, multiplied by the number of Shares such Corporation Option entitles the holder to purchase, and each such Corporation Option shall immediately be cancelled and terminated and, for certainty where such amount is zero or negative for any such Corporation Option, none of the Corporation, the Purchaser or any other Person shall be obligated to, and the holder shall not be entitled to, any payment in respect of such Corporation Option, and, with respect to each Corporation Option that is surrendered pursuant to this Section 2.3(1), as of the effective time of such surrender: (A) the holder thereof shall cease to be the holder of such Corporation Option, (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation Option, or under the Stock Option Plan or Option Agreement, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to this Section 2.3(1), (C) such holder's name shall be removed from the applicable register of Corporation Options, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled; and (2) each outstanding Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all ~~liens~~Liens), ~~claims and encumbrances, and each~~ and: (a) such 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~~ its Shares by the ~~Corporation~~ Purchaser in accordance with ~~Article 4 hereof, and~~ ARTICLE 3; (b) the name of such holder shall be removed from the register of holders of ~~Corporation Shares, and such Corporation~~ Shares maintained by or on behalf of the Corporation; and (c) the Purchaser shall be ~~cancelled;~~recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and (b3) each ~~Qualifying Holdco~~ outstanding Share ~~outstanding~~ (other than (i) Shares held by ~~a Qualifying Holdco~~ any Dissenting Shareholder who has validly exercised such holder's Dissent Rights and (ii) Shares held by the Purchaser) shall be transferred ~~and deemed to be transferred by the Qualifying Holdco Shareholder,~~ without any further act or formality ~~on its part,~~ by the holder thereof to the Purchaser (free and clear of all ~~liens~~Liens) in exchange for the Consideration, ~~claims and encumbrances,~~ and (a) the holder of such Share shall cease to have any rights as a Shareholder other than the ~~Purchaser,~~ right to be paid the Consideration per Share in accordance with ~~the applicable Holdco Agreement, in exchange for a payment in cash equal to the Holdco Share Consideration, and~~ this Plan of Arrangement; (b) the name of such holder shall be removed from the register of holders of ~~Qualifying Holdco~~ Shares maintained ~~in respect~~ by or on behalf of the ~~applicable Qualifying Holdco, and~~ Corporation; and (c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the ~~registered~~ holder of the ~~Qualifying Holdco~~ Shares so transferred and shall be deemed to be the legal and beneficial owner ~~thereof,~~ thereof (free and clear of ~~any liens, claims or encumbrances~~all Liens); and (c4) each Corporation ~~Share~~ Warrant, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of any applicable Warrant Certificate and Warrant Indenture in relation thereto, shall be unconditionally vested and exercisable and shall be, without any further action by or on behalf of the holder of such Corporation Warrant, deemed to be surrendered, assigned and transferred by the holder thereof to the Corporation in exchange for, subject to Section 4.4, a cash payment (~~other than~~ without interest) from the Corporation equal to the amount (iif any) by which the Consideration exceeds the exercise price of such Corporation Warrant, multiplied by the number of Shares ~~held by Brookfield~~that such Corporation Warrant entitles the holder to purchase, and each such Corporation Warrant shall immediately be cancelled and terminated and, for certainty where such amount is zero or negative for any such Corporation Warrant, none of the Corporation, the Purchaser or any ~~of their affiliates (which~~ other Person shall be obligated to, and the holder shall not be ~~acquired under the Arrangement and shall remain outstanding as a Corporation Share held by Brookfield~~entitled to, 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 Consideration, and the name~~ respect of such ~~holder shall be removed from the register of holders of~~ Corporation ~~Shares~~Warrant, and, with respect to each Corporation ~~Shares elected~~ Warrant that is surrendered pursuant to this Section 2.3(4), as of the effective time of such surrender: (A) the holder thereof shall cease to be ~~transferred~~ the holder of such Corporation Warrant, (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation Warrant, or under the ~~Purchaser~~applicable Warrant Certificate or Warrant Indenture, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to this Section 2.3(4), (C) such holder's name shall be removed from the applicable register of Corporation Warrants, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled; and (5) the Purchaser shall cause the Corporation to file an election to cease to be ~~recorded as the registered holder~~ a "public corporation" under subsection 89(1) of the ~~Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~Tax Act.

Appears in 1 contract

Sources: Arrangement Agreement (Loncor Gold Inc.)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further act or formality: (a) each of the outstanding ~~Corporation Share~~ shares of Company Common Stock that is not held by a ~~Dissenting Shareholder shall~~ holder who has exercised its Dissent Rights and is ultimately entitled to be ~~deemed to~~ paid the fair value of its shares of Company Common Stock (other than shares of Company Common Stock held by Parent or the Purchaser or any affiliate thereof) will be transferred by the holder thereof to the ~~Corporation free and clear~~ Purchaser in exchange for US $1.05 per share of ~~all liens~~Company Common Stock, ~~claims and encumbrances~~payable in cash, subject to adjustment in accordance with Section 6.15 of the Arrangement Agreement (the "CASH CONSIDERATION"). Notwithstanding any other provision in this Plan of Arrangement or the Arrangement Agreement, subject to Section 6.10 of the Arrangement Agreement, in no event shall the number of shares of Company Common Stock outstanding at the Effective Time exceed 15,235,903 shares of Company Common Stock, and in no event shall the aggregate Cash Consideration exceed US $16,000,000; (b) each ~~Dissenting Shareholder~~ share of Company Common Stock in respect of which Dissent Rights have been exercised shall ~~cease to have any rights as a Corporation Shareholder other than the right~~ be and shall be deemed to be ~~paid~~ transferred to the ~~fair value of their Corporation Shares by~~ Purchaser with the ~~Corporation~~ Purchaser and the Parent being jointly and severally obligated to pay therefor the amount determined in accordance with Article ~~4 hereof,~~ 3 of this Plan of Arrangement; (c) with respect to each share of Company Common Stock acquired or transferred in accordance with Section 2.2(a) or Section 2.2(b): (i) the holder thereof shall cease to be the holder of such share of Company Common Stock and the name of such holder shall be removed from the register of holders of ~~Corporation Shares, and such Corporation Shares shall be cancelled~~Company Common Stock; (bii) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder~~ the certificate representing such share of Company Common Stock shall be ~~transferred and~~ deemed to have been canceled as of the Effective Time; (iii) the holder thereof shall be ~~transferred by the Qualifying Holdco Shareholder~~deemed to have executed and delivered all consents, ~~without any further act~~ releases, assignments and waivers, statutory or ~~formality on its part~~otherwise, ~~free and clear of all liens, claims and encumbrances,~~ required to ~~the Purchaser,~~ acquire or transfer such shares 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 Section 2.2(a) or Section 2.2(b); and (iv) the Purchaser shall be ~~recorded as the registered holder of the Qualifying Holdco Shares so transferred~~ and shall be deemed to be the transferee of such share of Company Common Stock if transferred in accordance with Section 2.2(a) or Section 2.2(b) and shall be entered in the register of registered holders of the Company as the legal ~~and beneficial owner thereof, free and clear~~ holder of ~~any liens, claims or encumbrances; and~~such shares of Company Common Stock. (cd) each ~~Corporation Share~~ outstanding Company 2007 Warrant (other than ~~(i) Corporation Shares~~ Company 2007 Warrants held ~~by Brookfield,~~ ▇▇ ▇▇▇▇▇▇ ▇r 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~~affiliate thereof) 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 will be transferred by the holder ~~thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances,~~ thereof to the ~~Applicable Purchaser,~~ Company in exchange for ~~a payment~~ the Warrant Consideration; (e) with respect to each Company 2007 Warrant acquired or transferred in ~~cash equal~~ accordance ▇▇▇▇ ▇▇▇▇▇▇▇ 2.2(d): (i) the holder thereof shall cease to be the ~~Consideration,~~ holder of such Company 2007 Warrant and the name of such holder ~~shall be removed~~ s▇▇▇▇ ▇▇ ▇▇▇▇ved from the register of holders of ~~Corporation Shares, and, with respect to Corporation Shares elected to be transferred to~~ Company 2007 Warrants; (ii) the ~~Purchaser, the Purchaser~~ certificate representing such Company 2007 Warrant shall be ~~recorded~~ deemed to have been cancelled as ~~the registered holder~~ of the ~~Corporation Shares so transferred~~ Effective Time; (iii) the holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to acquire or transfer such Company 2007 Warrant in accordance with Section 2.▇(▇); ▇▇▇ (iv) the Company shall be and shall be deemed to be the transferee of the Company 2007 Warrants transferred in accordance with Section 2.2(d) and shall be entered in the register of holders of the Company 2007 Warrants as the legal ~~and beneficial owner thereof, free and clear~~ holder of ~~any liens, claims or encumbrances~~such Company 2007 Warrants.

Appears in 1 contract

Sources: Arrangement Agreement (L-1 Identity Solutions, Inc.)

Arrangement. ~~Commencing at~~ At the Effective ~~Time,~~ Time the following ~~events or transactions~~ shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case effective as at five minute intervals starting at the ~~following sequence~~ Effective Time: (a) each issued Common Share outstanding immediately prior to the Effective Time held by a Company Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred 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~~ Purchaser, free and clear of ~~all liens~~any Liens, ~~claims~~ in consideration for a debt claim against the Purchaser in an amount and ~~encumbrances~~payable in accordance with Article 5, and: (i) such Company Shareholder will cease to be the holder of such Dissenting Shares and ~~each Dissenting Shareholder shall~~ will cease to have any rights as ~~a Corporation Shareholder~~ holder of such Common Shares other than the right to be paid ~~the~~ fair value for such Dissenting Shares as set out in Section 3.1(a); (ii) such Company Shareholder’s name will be removed as the registered holder of ~~their Corporation~~ such Dissenting Shares from the registers of Common Shares maintained by or on behalf of the Company; and (iii) the Purchaser will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens. (b) immediately thereafter, each issued and outstanding Common Share (other than any Common Share in respect of which a Company Shareholder has validly exercised its Dissent Right) will be transferred to, and acquired by the ~~Corporation~~ Purchaser, without any act or formality on the part of the holder of such Common Share or the Purchaser, free and clear of all Liens, in ~~accordance~~ exchange for such number of Purchaser Shares equal to the Exchange Ratio, provided that the aggregate number of Purchaser Shares payable to any Company Shareholder, if calculated to include a fraction of a Purchaser Share, will be rounded down to the nearest whole Purchaser Share, with ~~Article 4 hereof~~no consideration being paid for the fractional share, and the name of each such ~~holder shall~~ Company Shareholder will be removed from the register of holders of ~~Corporation Shares,~~ Common 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~~ added 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~~Purchaser Shares, and the Purchaser ~~shall~~ will be recorded as the registered holder of ~~the Qualifying Holdco~~ such Common Shares so ~~transferred~~ exchanged and ~~shall~~ will be deemed to be the legal and beneficial owner thereof~~, free and clear of any liens, claims or encumbrances; and~~. (c) ~~each Corporation Share~~ Each Company Option which is outstanding and which has not been duly exercised prior to the Effective Time, shall be exchanged for an equivalent option (~~other than~~ each, a “Replacement Option”) to purchase from Purchaser the number of Purchaser Shares (rounded down to the nearest whole share) equal to: (i) ~~Corporation~~ the Exchange Ratio multiplied by (ii) the number of Common Shares ~~held~~ subject to such Company Option immediately prior to the Effective Time. Such Replacement Option shall provide for an exercise price per Purchaser Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per Company Share otherwise purchasable pursuant to such Replacement Option; divided by ~~Brookfield~~(y) the Exchange Ratio. It is agreed that all terms and conditions of a Replacement Option, including the ~~Purchaser or~~ term to expiry, vesting schedule, conditions to and manner of exercising, will be the same as the Company Option for which it was exchanged, and shall be governed by the terms of the Company Option Plan, except that the term to expiry of any ~~of their affiliates (which~~ Replacement Options shall not be ~~acquired under~~ affected by a holder of Replacement Options not becoming, or ceasing to be, an employee, officer or director of the ~~Arrangement and shall remain outstanding as a Corporation Share held by Brookfield,~~ Company or the ~~Purchaser or such affiliate~~Purchaser, as the case may be); . (iid) ~~Corporation~~ All other rights to be issued Common Shares ~~held by Qualifying Holdcos~~existing at the Effective Time and whether or not then vested or otherwise then exercisable, including without limitation arising pursuant to the ~~Qualifying Holdco Shares of which are acquired~~ acquisition by the ~~Purchaser pursuant~~ Company of any option, right, title or interest in or 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))any real property, mining claims, leases, licenses, mineral or surface rights, shall be ~~transferred~~ and be deemed to be ~~transferred by~~ exchanged solely for the ~~holder thereof, without any further act or formality on its part, free and clear~~ right to be issued such number of ~~all liens, claims and encumbrances, to the Applicable Purchaser,~~ Purchaser Shares per Common Share as included in ~~exchange for a payment in cash equal to~~ the Consideration~~, and the name of such holder shall~~ . (e) Notwithstanding any vesting or exercise provisions to which a DSU might otherwise be ~~removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser~~subject, the ~~Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and~~ Effective Date shall be deemed to be the ~~legal~~ Redemption Date (as defined in the DSU Plan) for all of the then issued and ~~beneficial owner thereof~~outstanding DSUs, ~~free~~ and ~~clear~~ the Company shall pay to each holder of a DSU such cash amount as is due to such holder under the terms of the DSU Plan (less any ~~liens~~amounts withheld pursuant to the DSU Plan or the Plan of Arrangement) and thereafter the DSU Plan will terminate and none of the former holders of DSUs, ~~claims~~ the Parties or ~~encumbrances~~any of their respective successors or assigns shall have any rights, liabilities or obligations in respect of the DSU Plan.

Appears in 1 contract

Sources: Arrangement Agreement (Kirkland Lake Gold Ltd.)

Arrangement. ~~Commencing~~ Beginning at the Effective Time, each of the following events ~~or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a) the In-the-money Natura Warrant shall be deemed to be exercised by the holder thereof for the number of Natura Shares subject to such In-the-money Natura Warrant, and the holder of the In-the-money Natura Warrant shall cease to be the holder of such In-the-money Natura Warrant and shall be deemed to have executed and delivered all consents, releases, assignment and waivers, statutory or otherwise, required for such exercise, such In-the-money Natura Warrant shall be deemed to have been cancelled after such exercise, thereafter, the holder of the In-the-Money Natura Warrant shall not have any rights, liabilities or obligations in respect of such In-the-Money Natura Warrant and the register of Natura Shareholders shall be revised accordingly to reflect such exercise; (b) each ~~outstanding Corporation~~ Natura Share in respect of which any Natura Shareholder has validly exercised his, her or its Dissent Right shall be directly transferred and assigned by such Dissenting Shareholder to the Company in accordance with Article 4 hereof; (c) each Natura Share (other than any Natura Share held by ~~a Dissenting~~ Tilray or its affiliates or any Natura Share in respect of which any Natura Shareholder has validly exercised his, her or its Dissent Right) shall be deemed to be transferred by to Tilray Subco in exchange for the Closing Consideration Per Share less the applicable Pro Rata Portion of 50% of the Broker Fees, without any act or formality on the part of the holder of such Natura Share; (d) with respect to each Natura Share transferred and assigned in accordance with Section 2.3(b) or Section 2.3(c) hereof: (i) the registered 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~~ be the ~~right to be paid the fair value~~ registered holder of ~~their Corporation Shares by the Corporation in accordance with Article 4 hereof,~~ such Natura Share and the name of such registered holder shall be removed from the register of ~~holders~~ the Natura Shares as of ~~Corporation Shares, and such Corporation Shares shall be cancelled~~the Effective Time; (bii) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder~~ the registered holder thereof shall be ~~transferred and~~ deemed to ~~be transferred by the Qualifying Holdco Shareholder~~have executed and delivered all consents, ~~without any further act~~ releases, assignments and waivers, statutory or ~~formality on its part~~otherwise, ~~free~~ required to transfer and ~~clear of all liens, claims and encumbrances, to the Purchaser,~~ assign such Natura Shares in accordance with Section 2.3(b) or Section 2.3(c) hereof, as applicable; (iii) Tilray Subco will be the ~~applicable Holdco Agreement, in exchange for a payment in cash equal to~~ holder of all of the ~~Holdco Share Consideration~~outstanding Natura Shares (other than Dissenting Shares), and the ~~name~~ register of ~~such holder~~ Natura Shareholders shall be ~~removed from the register of holders of Qualifying Holdco Shares maintained~~ revised accordingly; and (iv) no Person shall have any rights, liabilities or other obligations in respect of the ~~applicable Qualifying Holdco~~share capital of the Company other than Tilray or Tilray Subco, or, in respect of the share capital of Natura Naturals, other than the Company; (e) each Out-of-the-money Natura Warrant which is outstanding and has not been duly exercised prior to the Effective Date shall be amended (each, an “Amended Warrant”) such that the Natura Warrant will become exercisable to purchase from Tilray the number of Tilray Shares (rounded down to the nearest whole share) equal to: (i) the Exchange Ratio multiplied by (ii) the number of Natura Shares subject to such Out-of-the-money Natura Warrant immediately prior to the Effective Date. Such Amended Warrant shall provide for an exercise price per Tilray Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per Natura Share otherwise purchasable pursuant to the Out-of-the-money Natura Warrant; divided by (y) the Exchange Ratio. All other terms and conditions, including the terms of expiry and conditions to and manner of exercising will remain the same, and ~~the Purchaser~~ such Amended Warrant shall be ~~recorded as~~ governed by the ~~registered~~ certificate previously evidencing the Out-of-the-money Natura Warrant, and such certificate shall thereafter evidence and be deemed to evidence such Amended Warrant. Each holder of an Out-of-the-money Natura Warrant shall be deemed to have executed and delivered all consents, releases, assignment and waivers, statutory or otherwise, required for such amendment; (f) any and all notices required pursuant to the ~~Qualifying Holdco Shares so transferred~~ Natura Shareholders’ Agreement shall be deemed to have been given or waived and the Natura Shareholders’ Agreement shall be and be deemed to have been terminated in its entirety and, thereafter, none of the parties to the Natura Shareholders’ Agreement shall have any rights, liabilities or obligations thereunder; (g) Tilray Subco will subscribe for and purchase from the Company one Natura Share for a subscription price equal to the COC Issue Price multiplied by the number of CoC Payment Shares, such subscription price to be satisfied through the delivery of the CoC Payment Shares; (h) the CoC Notes will be exchanged for the CoC Payment Shares, which, together with the remittance by the Company of the applicable withholdings to the applicable taxing authority or other authorities shall constitute full and final satisfaction of the CoC Notes; and (i) each former Natura Shareholder that is not a Dissenting Shareholder shall be and be deemed to have become a party to and bound by the provisions of the Arrangement Agreement to the same extent as if the Arrangement Agreement had been signed and sealed by each such former Natura Shareholder and contained covenants on the part of each former Natura Shareholder that is not a Dissenting Shareholder, and his, her or its successors and personal or other legal representatives, and, specifically, each such former Natura Shareholder shall be deemed to be bound by the ~~legal~~ appointment of the Shareholder Representative to serve as the lawful agent, representative and ~~beneficial owner thereof, free and clear~~ attorney-in-fact of ~~any liens, claims or encumbrances; and (c) each Corporation Share outstanding~~ the former Natura Shareholders (other than (ithe Natura Shareholders who exercised Dissent Rights) ~~Corporation Shares held by Brookfield, the Purchaser or any~~ in accordance with Section 8.3 of ~~their affiliates (which shall not be acquired under~~ the Arrangement Agreement and ~~shall remain outstanding as a Corporation Share held by Brookfield,~~ the ~~Purchaser or such affiliate, as~~ reimbursement obligation and direction with respect to payment of the ~~case may be); (ii) Corporation Shares held by Qualifying Holdcos, the Qualifying Holdco Shares~~ Broker Fees in accordance with Section 2.4.4 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~~ Agreement. provided that none of the ~~Purchaser pursuant to Section 3.1(a)), shall~~ foregoing will occur or will be ~~transferred and~~ deemed to occur unless all of the foregoing occur and, if they occur, all of the foregoing will be ~~transferred by the holder thereof,~~ deemed to occur 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrancesformality.

Appears in 1 contract

Sources: Arrangement Agreement (Tilray, Inc.)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further act or formality: (a) each of the outstanding ~~Corporation Share~~ shares of Company Common Stock that is not held by a ~~Dissenting Shareholder shall~~ holder who has exercised its Dissent Rights and is ultimately entitled to be ~~deemed to~~ paid the fair value of its shares of Company Common Stock (other than shares of Company Common Stock held by Parent or the Purchaser or any affiliate thereof) will be transferred by the holder thereof to the ~~Corporation free and clear~~ Purchaser in exchange for US $1.17 per share of ~~all liens~~Company Common Stock, ~~claims and encumbrances~~payable in cash, subject to adjustment in accordance with Section 6.15 of the Arrangement Agreement (the "CASH CONSIDERATION"). Notwithstanding any other provision in this Plan of Arrangement or the Arrangement Agreement, subject to Section 6.10 of the Arrangement Agreement, in no event shall the number of shares of Company Common Stock outstanding at the Effective Time exceed 15,235,903 shares of Company Common Stock, and in no event shall the aggregate Cash Consideration exceed US $17,827,000; (b) each ~~Dissenting Shareholder~~ share of Company Common Stock in respect of which Dissent Rights have been exercised shall ~~cease to have any rights as a Corporation Shareholder other than the right~~ be and shall be deemed to be ~~paid~~ transferred to the ~~fair value of their Corporation Shares by~~ Purchaser with the ~~Corporation~~ Purchaser and the Parent being jointly and severally obligated to pay therefor the amount determined in accordance with Article ~~4 hereof,~~ 3 of this Plan of Arrangement; (c) with respect to each share of Company Common Stock acquired or transferred in accordance with Section 2.2(a) or Section 2.2(b): (i) the holder thereof shall cease to be the holder of such share of Company Common Stock and the name of such holder shall be removed from the register of holders of ~~Corporation Shares, and such Corporation Shares shall be cancelled~~Company Common Stock; (bii) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder~~ the certificate representing such share of Company Common Stock shall be ~~transferred and~~ deemed to have been canceled as of the Effective Time; (iii) the holder thereof shall be ~~transferred by the Qualifying Holdco Shareholder~~deemed to have executed and delivered all consents, ~~without any further act~~ releases, assignments and waivers, statutory or ~~formality on its part~~otherwise, ~~free and clear of all liens, claims and encumbrances,~~ required to ~~the Purchaser,~~ acquire or transfer such shares 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 Section 2.2(a) or Section 2.2(b); and (iv) the Purchaser shall be ~~recorded as the registered holder of the Qualifying Holdco Shares so transferred~~ and shall be deemed to be the transferee of such share of Company Common Stock if transferred in accordance with Section 2.2(a) or Section 2.2(b) and shall be entered in the register of registered holders of the Company as the legal ~~and beneficial owner thereof, free and clear~~ holder of ~~any liens, claims or encumbrances; and~~such shares of Company Common Stock. (cd) each ~~Corporation Share~~ outstanding Company 2007 Warrant (other than ~~(i) Corporation Shares~~ Company 2007 Warrants held ~~by Brookfield,~~ ▇▇ ▇▇▇▇▇▇ ▇r 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~~affiliate thereof) 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 will be transferred by the holder ~~thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances,~~ thereof to the ~~Applicable Purchaser,~~ Company in exchange for ~~a payment~~ the Warrant Consideration; (e) with respect to each Company 2007 Warrant acquired or transferred in ~~cash equal~~ accordance ▇▇▇▇ ▇▇▇▇▇▇▇ 2.2(d): (i) the holder thereof shall cease to be the ~~Consideration,~~ holder of such Company 2007 Warrant and the name of such holder ~~shall be removed~~ s▇▇▇▇ ▇▇ ▇▇▇▇ved from the register of holders of ~~Corporation Shares, and, with respect to Corporation Shares elected to be transferred to~~ Company 2007 Warrants; (ii) the ~~Purchaser, the Purchaser~~ certificate representing such Company 2007 Warrant shall be ~~recorded~~ deemed to have been cancelled as ~~the registered holder~~ of the ~~Corporation Shares so transferred~~ Effective Time; (iii) the holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to acquire or transfer such Company 2007 Warrant in accordance with Section 2.▇(▇); ▇▇▇ (iv) the Company shall be and shall be deemed to be the transferee of the Company 2007 Warrants transferred in accordance with Section 2.2(d) and shall be entered in the register of holders of the Company 2007 Warrants as the legal ~~and beneficial owner thereof, free and clear~~ holder of ~~any liens, claims or encumbrances~~such Company 2007 Warrants.

Appears in 1 contract

Sources: Arrangement Agreement (L-1 Identity Solutions, Inc.)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further act or formality, in each case, effective at the Effective Time: (a) the Rights Plan shall be terminated; (b) each outstanding ~~Corporation Share held by a Dissenting Shareholder~~ Option, SAR and SPAU (whether vested or unvested), notwithstanding the terms of the applicable Company Stock Plan, shall be deemed to be unconditionally vested and exercisable, and such Option, SAR or SPAU: (i) shall, without any further action by or on behalf of the holder thereof, be transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount (if any) by which the Purchase Price exceeds the exercise price thereof, less applicable withholdings; and (ii) shall immediately be cancelled and all agreements related thereto shall be terminated and the holder thereof shall thereafter have only the right to receive the ~~Corporation free~~ consideration to which such holder is entitled pursuant to this Section 2.03(b) at the time and ~~clear~~ in the manner specified in Article IV; and (c) each outstanding PSU and DSU will be cancelled by the Company in exchange for a cash payment by the Company in the amount of ~~all liens~~the Purchase Price per PSU or DSU, ~~claims and encumbrances~~as applicable, ~~and~~ less applicable withholdings; (d) each ~~Dissenting Shareholder shall cease to have any rights as a Corporation Shareholder~~ Common Share outstanding at the Effective Time other than ~~the right~~ a Common Share held by (i) a Dissenting Holder who is ultimately entitled to be paid the fair value of ~~their Corporation~~ the Common Shares held by such Dissenting Holder, or (ii) Parent, Acquisition Sub or any Affiliate thereof (which shall not be exchanged under the ~~Corporation~~ Arrangement and shall remain outstanding as a Common Share held by Parent, Acquisition Sub or any Affiliate thereof), shall be transferred to Acquisition Sub in ~~accordance with Article 4 hereof, and~~ exchange for the ~~name~~ Purchase Price per Common Share in cash; (e) the names of ~~such holder~~ the holders of the Common Shares transferred to Acquisition Sub shall be removed from the ~~register~~ applicable registers of holders of ~~Corporation Shares,~~ Common 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 Acquisition Sub shall be recorded as the registered holder of the ~~Qualifying Holdco~~ Common Shares so ~~transferred~~ acquired and shall be deemed ~~to be~~ the legal and beneficial owner ~~thereof,~~ thereof free and clear of any ~~liens, claims~~ liens or encumbrances; (f) the Company shall pay any short-term incentive compensation payable under the 2006 Incentive Plan in connection with a change in control; and (cg) ~~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)), Company Stock Plans 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrancesterminated.

Appears in 1 contract

Sources: Arrangement Agreement (Novelis Inc.)

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) notwithstanding any vesting or exercise provisions to which an Option might otherwise be subject (whether by contract, the conditions of a grant, applicable Laws or the terms of the Stock Option Plan): (i) each right to acquire a Company Common Share pursuant to an Option that is issued and outstanding ~~Corporation Share held~~ at the Effective Time shall, without any further action by ~~a Dissenting Shareholder shall~~ or on behalf of any holder of such Option, be deemed to be fully vested and transferred and disposed of by the holder thereof to ~~the Corporation~~ CanCo 1 (free and clear of all liens, claims and encumbrances) and cancelled in exchange for, subject to Section 3.4, (A) the delivery by Amalco (as successor to CanCo 1’s obligations and liabilities) of the portion of the Option Consideration in respect of that right consisting of Therapeutics Common Shares pursuant to Section 3.1(l)(iii), and (B) the payment by IrishCo on behalf of CanCo 1 of the portion of the Option Consideration in respect of that right consisting of IrishCo Shares; and (ii) with respect to each ~~Dissenting Shareholder shall~~ such Option, the holder thereof will cease to be the holder of such Option, will cease to have any rights as a ~~Corporation Shareholder~~ holder in respect of such Option or under the Stock Option Plan, such holder’s name will be removed from the register of Options, and all option agreements, grants and similar instruments relating thereto will be cancelled; (b) Notwithstanding any provisions of the Company Share Purchase Plan: (i) all rights of each CSPP Participant under the Company Share Purchase Plan to contributions by the Company and to the acquisition of Company Common Shares under the Company Share Purchase Plan shall, without any further action by or on behalf of the CSPP Participant, be cancelled in exchange for a cash amount equal to 25% of the aggregate number of shares purchased on behalf of that Participant under the Company Share Purchase Plan with the CSPP Participant’s contributions in respect of each of the 8 fiscal quarters ending immediately prior to the Effective Time (but excluding any Company Common Shares purchased with CSPP Participant’s contributions after November 5, 2013 that exceeded his or her rate of contribution before that date), multiplied by the Company Common Share Closing Price; and (ii) each CSPP Participant shall be entitled to the return of any contributions he or she made under the Company Share Purchase Plan after the fiscal quarter ending immediately before the Effective Time, without interest; (c) the Stock Option Plan and the Company Share Purchase Plan shall be terminated (and all rights issued thereunder shall expire) and shall be of no further force or effect; (d) each outstanding Company Common Share (other than those held by a Qualifying Holdco) shall be transferred and assigned to CanCo 1 in exchange for, subject to Section 3.4, (A) the ~~right~~ payment by IrishCo on behalf of CanCo 1 of the Arrangement Cash Consideration; (B) the delivery by IrishCo on behalf of CanCo 1 of the Arrangement Stock Consideration; and (C) the delivery by Amalco (as successor to CanCo 1’s obligations and liabilities) of the Arrangement Therapeutics Consideration pursuant to Section 3.1(l)(i), and in respect of each Company Common Share so transferred and assigned, (i) the registered holder thereof shall cease to be ~~paid~~ the ~~fair value~~ registered holder of ~~their Corporation Shares by the Corporation in accordance with Article 4 hereof,~~ such Company Common Share and the name of such registered holder shall be removed from the register of ~~holders~~ Company Shareholders as of ~~Corporation Shares, and such Corporation Shares shall be cancelled;~~the Effective Time; and (bii) 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 CanCo 1 shall be recorded as the registered holder of ~~the Qualifying Holdco Shares so transferred~~ such Company Common Share and shall be deemed to be the legal and beneficial owner ~~thereof, free and clear of any liens, claims or encumbrances; and~~ thereof (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~~ charges, encumbrances and ~~encumbrances~~any other rights of others); (e) all of the outstanding Qualifying Holdco Shares of each Qualifying Holdco shall be transferred and assigned to CanCo 1 in exchange for, subject to Section 3.4, (A) the ~~Applicable Purchaser~~payment by IrishCo on behalf of CanCo 1 of the Qualifying Holdco Cash Consideration in respect of each such Qualifying Holdco; (B) the delivery by IrishCo on behalf of CanCo 1 of the Qualifying Holdco Stock Consideration in respect of each such Qualifying Holdco, and (C) the delivery by Amalco (as successor to CanCo 1’s obligations and liabilities) of the Qualifying Holdco Therapeutics Consideration pursuant to Section 3.1(l)(ii), in ~~exchange for a payment~~ respect of each such Qualifying Holdco, and in ~~cash equal~~ respect of each Qualifying Holdco Share so transferred and assigned, (i) the registered holder thereof shall cease to be the ~~Consideration,~~ registered holder of such Qualifying Holdco Share and the name of such registered holder shall be removed from the register of ~~holders~~ Qualifying Holdco Shareholders as of ~~Corporation Shares,~~ the Effective Time; and~~, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser~~ (ii) CanCo 1 shall be recorded as the registered holder of ~~the Corporation Shares so transferred~~ such Qualifying Holdco Share and shall be deemed to be the legal and beneficial owner ~~thereof,~~ thereof (free and clear of ~~any~~ all liens, ~~claims or encumbrances~~charges, encumbrances and any other rights of others); (f) in consideration for (A) IrishCo delivering, on behalf of CanCo 1, the Arrangement Stock Consideration and the Qualifying Holdco Stock Consideration directly to the Selling Shareholders pursuant to Section 3.1(d) and Section 3.1(e), (B) IrishCo delivering on behalf of CanCo 1 the Option Consideration consisting of IrishCo Shares directly to the Optionholders pursuant to Section 3.1(a), and (C) IrishCo paying, on behalf of CanCo 1, the Arrangement Cash Consideration and the Qualifying Holdco Cash Consideration to the Selling Shareholders pursuant to Section 3.1(d) and Section 3.1(e), [—] CanCo 1 Common Shares (the “IrishCo CanCo 1 Common Shares”) shall be issued to IrishCo, and, in respect thereof, there shall be added to the stated capital account maintained by CanCo 1 for CanCo 1 Common Shares an amount equal to the Total Company Common Share Consideration; (g) each IrishCo CanCo 1 Common Share acquired pursuant to Section 3.1(f) shall be contributed by IrishCo to the capital of Interco and, in respect of each IrishCo CanCo 1 Common Share so contributed, IrishCo shall cease to be the registered holder thereof and IrishCo’s name shall be removed from the register of shareholders of CanCo 1, and Interco shall be recorded as the registered holder of such IrishCo CanCo 1 Common Share and shall be deemed to be the legal and beneficial owner thereof (free and clear of all liens, charges, encumbrances and any other rights of others); (h) each outstanding CanCo 1 Common Share shall be transferred and assigned to CanCo 2 in exchange for (i) [—] CanCo 2 Common Shares and (ii) the payment by CanCo 2 of $[—] in cash (the “CanCo 2 Payment”), and (A) in respect of each CanCo 1 Common Share so transferred and assigned, Interco shall cease to be the registered holder thereof and Interco’s name shall be removed from the register of shareholders of CanCo 1, and CanCo 2 shall be recorded as the registered holder of such CanCo 1 Common Share and shall be deemed to be the legal and beneficial owner thereof (free and clear of all liens, charges, encumbrances and any other rights of others) and (B) there shall be added to the stated capital account maintained by CanCo 2 for CanCo 2 Common Shares an amount equal to the CanCo 2 Common Share Consideration, in respect of the CanCo 2 Common Shares issued to Interco pursuant to this Section 3.1(h); (i) the Company shall transfer one IrishCo Euro Share to Euro Purchaser, in exchange for €1, and in respect of such IrishCo Euro Share so delivered, the Company shall cease to be the registered holder thereof and the Company’s name shall be removed from the register of shareholders of IrishCo, and the name of Euro Purchaser shall be recorded as the registered holder of such IrishCo Euro Share and shall be deemed to be the legal and beneficial owner thereof (free and clear of all liens, charges, encumbrances and any other rights of others); (j) the Company shall file an election with the Canada Revenue Agency, to be effective prior to the amalgamation described in Section 3.1(k) below, to cease to be a public corporation for the purposes of the Tax Act; (k) CanCo 1, CanCo 2, each Qualifying Holdco and the Company shall amalgamate to form Amalco, as more fully described in Section 3.2; and (l) concurrently: (i) Amalco (as successor to CanCo 1’s obligations and liabilities) shall deliver and each Former Company Common Shareholder shall acquire the Arrangement Therapeutics Consideration, and in respect of each Therapeutics Common Share so delivered, Amalco shall cease to be the registered holder thereof and Amalco’s name shall be removed from the register of shareholders of Therapeutics, and the name of such Former Company Common Shareholder shall be recorded as the registered holder of such Therapeutics Common Share and shall be deemed to be the legal and beneficial owner thereof (free and clear of all liens, charges, encumbrances and any other rights of others); (ii) Amalco (as successor to CanCo 1’s obligations and liabilities) shall deliver and each Former Qualifying Holdco Shareholder shall acquire the Qualifying Holdco Therapeutics Consideration, and in respect of each Therapeutics Common Share so delivered, Amalco shall cease to be the registered holder thereof and Amalco’s name shall be removed from the register of shareholders of Therapeutics, and the name of such Former Qualifying Holdco Shareholder shall be recorded as the registered holder of such Therapeutics Common Share and shall be deemed to be the legal and beneficial owner thereof (free and clear of all liens, charges, encumbrances and any other rights of others); (iii) Amalco (as successor to CanCo 1’s obligations and liabilities) shall deliver and each Former Optionholder shall acquire the portion of the Option Consideration consisting of Therapeutics Common Shares, and in respect of each Therapeutics Common Share so delivered, Amalco shall cease to be the registered holder thereof and Amalco’s name shall be removed from the register of shareholders of Therapeutics, and the name of each Former Optionholder shall be recorded as the registered holder of such Therapeutics Common Share and shall be deemed to be the legal and beneficial owner thereof (free and clear of all liens, charges, encumbrances and any other rights of others); and (iv) unless Therapeutics determines otherwise, Therapeutics shall file an election with the Canada Revenue Agency to be a public corporation for the purposes of the Tax Act, such election to be effective concurrently with the acquisition of the Therapeutics Common Shares pursuant to this Section 3.1(l).

Appears in 1 contract

Sources: Arrangement Agreement (Endo Health Solutions Inc.)

Appears in 1 contract

Sources: Arrangement Agreement

Arrangement. ~~Commencing at~~ Pursuant to the ~~Effective Time~~Arrangement, each of the following events ~~or transactions~~ 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 five minute intervals starting at the Effective Time: (1) AcquireCo shall make the Purchaser Loan to the extent required by the Corporation; (2) each Corporation Option (whether vested or unvested) which has not been exercised or surrendered immediately prior to the Effective Time, notwithstanding the terms of the Corporation Option Plan, any resolutions of the Board or any agreement, certificate or other instrument granting or confirming the grant of Corporation Options or representing Corporation Options, shall be, and shall be deemed to be, without any further action by or on behalf of the holder of such Corporation Options, fully and unconditionally vested and exercisable, and shall be surrendered and transferred to the Corporation (free and clear of all Liens) in exchange for a cash payment from the Corporation equal to the amount (if any) by which the Consideration exceeds the exercise price of such Corporation Option subject to any applicable withholding, and each such Corporation Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Corporation or the Purchaser Parties shall be obligated to pay the holder of such Corporation Option any amount in respect of such Corporation Option; (3) each Corporation Share Unit (whether vested or unvested) which has not been redeemed or surrendered immediately prior to the Effective Time, notwithstanding the terms of the Corporation Stock Performance Unit Plan, any resolutions of the Board or any agreement, certificate or other instrument granting or confirming the grant of Corporation Share Units or representing Corporation Share Units, shall be, and shall be deemed to be, without further action by or on behalf of the holder of such Corporation Share Unit, fully and unconditionally vested and redeemable, and shall be settled by the Corporation for a cash payment from the Corporation equal to the Consideration subject to any applicable withholding, and each such Corporation Share Unit shall be immediately cancelled; (i) each holder of Corporation Options or Corporation Share Units shall cease to be a holder of such Corporation Options or Corporation Share Units, as applicable, (ii) such holder’s name shall be removed from each applicable register or account, (iii) the Corporation Option Plan, the Corporation Stock Performance Unit Plan and all agreements relating to the Corporation Options and the Corporation Share Units shall be terminated and shall be of no further force and effect, and (iv) such holder shall thereafter have only the right to receive the consideration to which they are entitled pursuant to Section 2.3(2) and Section 2.3(3), as applicable, at the time and in the ~~following sequence~~ manner specified in such Section 2.3(2) and Section 2.3(3); (5) each outstanding Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised, and have been not withdrawn or deemed to be withdrawn, shall be deemed to have been transferred without any further act or ~~formality~~formality by the holder thereof to AcquireCo (free and clear of all Liens), and: (a) ~~each outstanding Corporation Share held by a~~ such 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~~ Holder shall cease to have any rights as a ~~Corporation~~ Shareholder other than the right to be paid the fair value of ~~their Corporation~~ its Shares by ~~the Corporation~~ AcquireCo in accordance with Article ~~4 hereof, and~~ 3; (b) the name of such holder shall be removed from the register of holders of ~~Corporation Shares, and such Corporation~~ Shares maintained by or on behalf of the Corporation; and (c) AcquireCo shall be ~~cancelled~~recorded as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); (b6) each ~~Qualifying Holdco~~ outstanding Share ~~outstanding~~ (other than Shares held by ~~a Qualifying Holdco Shareholder~~ the Dissenting Holders who have validly exercised such holders’ Dissent Right) shall be transferred ~~and deemed to be transferred by the Qualifying Holdco Shareholder,~~ without any further act or formality ~~on its part,~~ by the holder thereof to AcquireCo (free and clear of all ~~liens~~Liens) in exchange for the Consideration per Share, ~~claims and encumbrances,~~ and (a) the holder of such Share shall cease to have any rights as a Shareholder other than the ~~Purchaser,~~ right to be paid the Consideration per Share in accordance with ~~the applicable Holdco Agreement, in exchange for a payment in cash equal to the Holdco Share Consideration, and~~ this Plan of Arrangement; (b) the name of such holder shall be removed from the register of holders of ~~Qualifying Holdco~~ Shares maintained ~~in respect~~ by or on behalf of the ~~applicable Qualifying Holdco, and the Purchaser~~ Corporation; and (c) AcquireCo 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~~ thereof (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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrancesLiens).

Appears in 1 contract

Sources: Arrangement Agreement (Haemonetics Corp)

Arrangement. Commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence at two-minute intervals without any further act or formality: (a) notwithstanding any vesting or exercise provisions to which a Company Option or Company PSU might otherwise be subject (whether by contract, the conditions of a grant, applicable Law or the terms of the Stock Option Plan or PSU Plan) each Company Option and Company PSU issued and outstanding ~~Corporation Share held~~ at the Effective Time will, without any further action by ~~a Dissenting Shareholder shall~~ or on behalf of any holder of such Company Option or Company PSU, be deemed to be ~~transferred by~~ fully vested and all of the outstanding Company Option or Company PSU, without any further action on behalf of the holder thereof and without any payment except as provided in this Plan of Arrangement and notwithstanding the terms of the Stock Option Plan or PSU Plan, as the case may be, shall be disposed of and surrendered by the holders thereof to the ~~Corporation free~~ Company without any act or formality on its or their part in exchange for the Cash-Out Consideration (other than Company Options where the Cash- Out Consideration is nil, such Company Options to be disposed of and ~~clear of all liens, claims and encumbrances~~surrendered by the holders thereof to the Company without any act or formality on its or their part in exchange for no consideration), and ~~each Dissenting Shareholder shall~~ the holder of such Company Option or Company PSU will cease to be the holder of such Company Option or Company PSU, will 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~~ holder in ~~accordance with Article 4 hereof, and the name~~ respect of such ~~holder shall~~ Company Option or Company PSU under the Stock Option Plan or PSU Plan, such holder’s name will be removed from the Company’s register of ~~holders of Corporation Shares~~Company Options or Company PSUs, and ~~such Corporation Shares shall~~ all agreements, grants and similar instruments relating thereto will be cancelled; (b) each ~~Qualifying Holdco~~ Dissent Share ~~outstanding~~ held by a ~~Qualifying Holdco~~ Dissenting Shareholder ~~shall be transferred and deemed~~ entitled to be ~~transferred by the Qualifying Holdco Shareholder, without any further act or formality on~~ paid fair value for 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 Dissent Shares will 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~~ charges, encumbrances and ~~encumbrances~~any other rights of others, to the ~~Applicable~~ Purchaser in consideration for a debt claim against the Purchaser in an amount determined in accordance with Article 4 and thereupon each Dissenting Shareholder will have only the rights set out in Article 4 and each Dissenting Shareholder will cease to be the holder of such Common Shares; (c) each outstanding Common Share (other than those Common Shares acquired by the Purchaser from Dissenting Shareholders under Section 3.1(b)), will be transferred to, and acquired by the Purchaser, free and clear of all liens, charges, encumbrances and any other rights of others, in exchange for a cash payment ~~in cash~~ equal to the ~~Consideration~~Consideration and, ~~and~~ in respect of each Common Share: (i) each former holder of Common Shares will cease to be the ~~name~~ holder of such ~~holder shall~~ Common Shares so exchanged concurrently with the exchanges referred to in this Section 3.1(c) and such holder’s name will be removed from the register of holders of ~~Corporation Shares,~~ Common Shares at such time; and~~, with respect to Corporation Shares elected to be transferred to the Purchaser,~~ (ii) the Purchaser ~~shall be recorded as the registered holder of the Corporation Shares so transferred and shall~~ will be deemed to be the ~~legal and beneficial owner thereof,~~ holder of such Common Shares (free and clear of ~~any~~ all liens, ~~claims~~ charges, encumbrances and any other rights of others) on the Effective Date and will be entered in the Company’s register of holders of Common Shares as the holder thereof; (d) the PSU Plan and the Stock Option Plan shall be terminated (and all rights issued thereunder shall expire) and shall be of no further force or ~~encumbrances~~effect; and (e) the Company issues to the Purchaser Common Shares of the Company in consideration for the cash consideration deposited by the Purchaser with the Depositary, on behalf and at the direction of the Company, pursuant to Section 5.1(b).

Appears in 1 contract

Sources: Arrangement Agreement (Merus Labs International Inc.)

Arrangement. Commencing at the Effective Time, except as otherwise noted herein, the following ~~events or transactions~~ shall occur and shall be deemed to occur in one minute intervals, in the following ~~sequence~~ order, without any further act or ~~formality~~formality required on the part of any person: (a) all Minefinders Shares to be issued to Minefinders Optionholders who have tendered Conditional Exercise Notices, together with the applicable exercise price, for any Minefinders Options that are vested at or prior to the Effective Time (including any unvested Minefinders Options whose vesting was accelerated pursuant to section 3.4(f) of the Minefinders 2003 Option Plan or section 6 of the Minefinders 2011 Option Plan), will be deemed to be issued to such Minefinders Optionholders, as fully paid and non-assessable common shares in the capital of Minefinders, such Minefinders Optionholders will be entered in the share register of Minefinders as the registered holder thereof and no share certificates in respect of such Minefinders Shares shall be issued; (b) each ~~outstanding Corporation~~ Dissenting Share held by a Dissenting Shareholder shall be deemed to be have been transferred by to Pan American, and (i) the ~~holder thereof to the Corporation free and clear of all liens, claims and encumbrances, and each~~ Dissenting Shareholder shall cease to be the registered holder of such Dissenting Shares and shall cease to have any rights as a ~~Corporation~~ Minefinders Shareholder in respect of such Dissenting Shares other than the right to be paid ~~the~~ fair value by Pan American for such Dissenting Shares as set out in Article 4 of ~~their Corporation~~ this Plan of Arrangement; (ii) the Dissenting Shareholder’s name shall be removed as the holder of such Dissenting Shares from the register of Minefinders Shareholders; and (iii) Pan American will be the holder of all of the Dissenting Shareholder’s Dissenting Shares and the register of Minefinders Shareholders shall be revised accordingly; (c) subject to Sections 3.2, 3.3 and 3.5 of this Plan of Arrangement, each Minefinders Share held by a Minefinders Shareholder (other than Minefinders Shares held by Pan American and its Affiliates and (without duplication) Dissenting Shares but, for greater certainty, including Minefinders Shares acquired by former Minefinders Optionholders pursuant to Subsection 3.1(a) of this Plan of Arrangement) shall be transferred by the ~~Corporation~~ holder thereof to Pan American in exchange for (as elected or deemed to be elected by the holder in accordance with ~~Article 4 hereof~~the Minefinders Shareholder’s Letter of Transmittal or (in respect of Minefinders Shares issued to former Minefinders Optionholders in accordance with subsection 3.1(a) of this Plan of Arrangement) Conditional Exercise Notice: (i) the Cash Option; (ii) the Pan American Share Option; or (iii) the Full Proration Option, and (1) the Former Minefinders Shareholder shall cease to be the registered holder of each Minefinders Share so transferred and shall be the holder of the Pan American Shares received by it pursuant to Subsection 3.1(c) of this Plan of Arrangement (if any), and the name of such ~~holder~~ Former Minefinders Shareholder shall be removed from the register of Minefinders Shareholders and shall be entered into the register of holders of ~~Corporation Shares, and such Corporation~~ Pan American Shares as the holder of the Pan American Shares received by it pursuant to Subsection 3.1(c) (if any); (2) the Former Minefinders Shareholder shall be ~~cancelled~~deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Minefinders Share hereunder; (3) Pan American will be the holder of all of the outstanding Minefinders Shares and the register of Minefinders Shareholders shall be revised accordingly; and (4) unless the Minefinders Shareholder receives only cash for Minefinders Shares owned by such Minefinders Shareholder, a pro rata portion of the total amount of cash and the total number of Pan American Shares received by such Minefinders Shareholder pursuant to this Subsection 3.1(c) as adjusted by Sections 3.2 and 3.5 of this Plan of Arrangement, if applicable, will be allocated to every Minefinders Share transferred by such Minefinders Shareholder hereunder, so that such Minefinders Shareholder will receive for each such Minefinders Share the same combination of Pan American Shares and cash as it receives for each other Minefinders Share held by it and neither Pan American Shares nor cash will be considered to have been received for any specific portion or fraction of such Minefinders Share; (d) each outstanding Minefinders Option in respect of which Pan American Shares are not issued in accordance with Subsection 3.1(a) of this Plan of Arrangement shall be exchanged for an option (each, a “Replacement Option”) to purchase from Pan American the number of Pan American Shares equal to: (i) the Option Exchange Ratio multiplied by (ii) the number of Minefinders Shares subject to such Minefinders Option immediately prior to the Effective Time. Such Replacement Option shall provide for an exercise price per Pan American Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per Minefinders Share otherwise purchasable pursuant to such Minefinders Option; divided by (y) the Option Exchange Ratio. If the foregoing calculation results in the total Replacement Options of a particular holder being exercisable for a number of Pan American Shares that includes a fractional Pan American Share, the total number of Pan American Shares subject to such holder’s total Replacement Options shall be rounded down to the nearest whole number of Pan American Shares. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercise, will be the same as the Minefinders Option for which it was exchanged, except that the expiry date for all Replacement Options for which Minefinders 2011 Options are exchanged and which are held by employees, officers, directors or consultants of Minefinders or its Affiliates: (i) who cease to be employees, officers, directors or consultants of Minefinders of any of its Affiliates on the Effective Date will be extended to the earlier of (a) 12 months from the Effective Date, and (b) the original expiry date (absent such cessation) of any such Minefinders 2011 Option; and (ii) whose service with Minefinders, Pan American or any Affiliate thereof is terminated other than for cause after the Effective Date will be extended to the earlier of (a) the later of (1) 12 months from the Effective Date, and (2) 90 days from the date of such termination, and (b) the original expiry date (absent such termination) of any such Minefinders 2011 Option. Notwithstanding the foregoing, if required, the exercise price of each ~~Qualifying Holdco~~ Replacement Option of any particular holder shall be, and shall be deemed to be, adjusted by the amount, and only to the extent, necessary to ensure that the In the Money Amount of the Replacement Option does not exceed the In the Money Amount of the original Minefinders Option immediately before the exchange; (e) each outstanding Minefinders Share ~~outstanding~~ (including any Minefinders Share held by ~~a Qualifying Holdco Shareholder~~ Pan American or any Affiliate thereof) 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,~~ by the holder thereof to ~~the Purchaser, in accordance with the applicable Holdco Agreement,~~ Acquireco in exchange for ~~a payment in cash equal to~~ one common share of Acquireco; (f) the ~~Holdco Share Consideration, and the name of such holder shall be removed from the register of holders of Qualifying Holdco Shares maintained~~ stated capital in respect of the ~~applicable Qualifying Holdco~~Minefinders Shares shall be reduced to $1.00 without any repayment of capital in respect thereof; (g) Minefinders and Acquireco will merge (the “Amalgamation”) to form one corporate entity with the same effect as if they were amalgamated under sections 174 through 179 (other than section 177) of Part XIV of the OBCA, except that the separate legal existence of Minefinders will not cease and Minefinders will survive the Amalgamation (Minefinders, as such surviving entity, “Amalco”) and, for the avoidance of doubt, the Plan of Arrangement is intended to qualify as a reorganization within the meaning of sections 368(a)(1)(A) and 368(a)(2)(E) of the Code for all United States federal income tax purposes and as an amalgamation as defined in subsection 87(1) of the Tax Act; (h) without limiting the generality of the foregoing or Subsection 3.1(i) of this Plan of Arrangement, (i) at the time of the Amalgamation the separate legal existence of Acquireco will cease without Acquireco being liquidated or wound-up, and ~~the Purchaser shall be recorded~~ Minefinders and Acquireco will continue 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~~one company; and (cii) the Amalgamation will otherwise be effected in such manner that by virtue or because of the Amalgamation (A) all of the property of Acquireco or Minefinders immediately before the Amalgamation (except amounts receivable from either of them, and shares in the capital stock of either of them) will be or become property of Amalco, (B) all of the liabilities of Acquireco or Minefinders immediately before the Amalgamation (except amounts payable to either of them) will be or become liabilities of Amalco, (C) each ~~Corporation Share outstanding~~ issued share of Acquireco will be exchanged for one fully-paid and non-assessable Amalco common share which shall be issued by Amalco and all such Acquireco shares will be cancelled without any payment of capital in respect thereof, and (~~other than~~ D) all of the Minefinders Shares held by Acquireco will be cancelled without any payment of capital in respect thereof; (i) ~~Corporation Shares held by Brookfield~~with effect from the time of the Amalgamation but subject to Subsection 3.1(h): (A) Amalco will continue to own and hold all property of Minefinders and will own and hold all property of Acquireco, and shall continue to be liable for the obligations of Minefinders and will be liable for the obligations of Acquireco, including civil, criminal and quasi-criminal liabilities and all contracts, disabilities, options and debts of each of Minefinders and Acquireco; (B) all rights, contracts, permits and interests of Minefinders or Acquireco will continue as rights, contracts, permits and interests of Amalco and, for greater certainty, the ~~Purchaser~~ merger will not constitute a transfer or assignment of the rights or obligations of either of Minefinders or Acquireco under any such rights, contracts, permits and interests; (C) any existing cause of ~~their affiliates~~ action, claim or liability to prosecution is unaffected; (~~which shall not~~ D) a civil, criminal or administrative action or proceeding pending by or against Minefinders or Acquireco may continue to be ~~acquired under~~ prosecuted by or against Amalco; (E) a conviction against, or ruling, order or judgment in favour of or against, Minefinders or Acquireco may be enforced by or against Amalco; (F) 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 name 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)), Amalco shall be ~~transferred~~ Minefinders; (G) Amalco shall be authorized to issue an unlimited number of common shares; (H) the articles and ~~deemed to~~ by-laws of Amalco shall be ~~transferred by~~ substantially in the ~~holder thereof~~form of Minefinders’ articles and by-laws; (I) the first annual general meeting of Amalco will be held within 18 months from the Effective Date; (J) the first directors of Amalco following the merger shall be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ~~without any further act or formality on its part, free~~ A. ▇▇▇▇▇▇ ▇▇▇▇▇ and ~~clear~~ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; and (K) the stated capital of ~~all liens, claims and encumbrances, to~~ the ~~Applicable Purchaser, in exchange for a payment in cash~~ Amalco common shares will be an amount equal to the ~~Consideration~~paid-up capital, ~~and~~ as that term is defined in the ~~name of such holder shall be removed from the register of holders of Corporation Shares~~Tax Act, ~~and, with respect to Corporation Shares elected to be transferred~~ attributable to the ~~Purchaser~~common shares of Acquireco immediately prior to the Amalgamation, ~~the Purchaser shall be recorded as the registered holder~~ provided that none of the ~~Corporation Shares so transferred and shall~~ foregoing will occur or be deemed to be occur unless all of the ~~legal and beneficial owner thereof, free and clear of any liens, claims~~ foregoing occurs or ~~encumbrances~~is deemed to occur.

Appears in 1 contract

Sources: Arrangement Agreement (Minefinders Corp Ltd.)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ sequence, except where noted, without any further act or ~~formality:~~formality of or by the Company, Acquiror Subco, the Acquiror or any other person: \ (a) each ~~outstanding Corporation~~ Common Share held by a Dissenting Shareholder shall be ~~deemed to be~~ irrevocably transferred ~~by the holder thereof~~ to the ~~Corporation~~ Acquiror (free and clear of all ~~liens, claims and encumbrances, and each~~ Encumbrances) without any further act or formality and: (i) such Dissenting Shareholder shall cease to be the holder of such Common Shares so transferred and will cease to have any rights as ~~a Corporation Shareholder~~ holder of such Common Shares other than the right to be paid ~~the~~ fair value ~~of their Corporation~~ for such Common Shares by the ~~Corporation~~ Acquiror as set out in ~~accordance with Article 4 hereof,~~ Section 3.1; (ii) such Dissenting Shareholder's name shall be removed as the holder of such Common Shares from the central securities register of holders of Common Shares maintained by or on behalf of the Company; and (iii) the Acquiror shall become the sole legal and beneficial holder of such Common Shares so transferred (free and clear of all Encumbrances) and shall be entered in the central securities register of holders of Common Shares maintained by or on behalf of the Company; and (b) the Company and Acquiror Subco will be amalgamated under Division 5 of Part 9 of the BCBCA and continue as one company as if they were amalgamated under section 276 of the BCBCA on the following terms and otherwise on the terms set out in this Plan of Arrangement and the Court Order implementing it: (i) the name of the Amalgamated Company will be “MGL Subco Ltd.”; (ii) the Amalgamated Company will have, as its notice of articles, the notice of articles of the Company in effect immediately before the Effective Date; (iii) the Amalgamated Company will have as its articles, the articles of the Company in effect immediately before the Effective Date; (iv) the Amalgamated Company will become capable immediately of exercising the functions of an incorporated company; (v) the Amalgamated Company will have the powers and obligations of a business corporation provided in the BCBCA; (vi) the number of directors of the Amalgamated Company will be set at one; (vii) the first director of the Amalgamated Company will be ▇▇▇▇▇▇ ▇▇▇▇▇▇; (viii) the property, rights and interests of each of the Amalgamating Companies will continue to be the property, rights and interests of the Amalgamated Company; (ix) the registered office of the Amalgamated Company will be the registered office of the Acquiror; (x) the Amalgamated Company will continue to be liable for the obligations of each of the Amalgamating Companies; (xi) an existing cause of action or claim by or against, or liability of, or legal proceeding being prosecuted by or against, either of the Amalgamating Companies is unaffected by the Amalgamation, and every such ~~holder~~ action, claim, liability or legal proceeding will continue and may be pursued by or against the Amalgamated Company as the case may be; (xii) every conviction against, or ruling, order or judgment in favour of or against either of the Amalgamating Companies may be enforced by or against the Amalgamated Company as the case may be; (xiii) in consequence of the Amalgamation, (A) each Common Share held by a Shareholder, other than a Dissenting Shareholder, shall be cancelled and the holder’s name shall be removed from the ~~register of holders of Corporation Shares~~Amalgamated Company’s central securities register, and in consideration therefor the holder thereof shall receive the number of fully paid and non-assessable Acquiror Shares determined by multiplying the number of the Common Shares held by the Shareholder in the Company immediately before the Effective Time by the Exchange Ratio, provided that no fractional Acquiror Share shall be issued to a Shareholder pursuant to the exchange set out herein; and (B) the outstanding Warrants shall without any further action on the part of any Warrantholder, be exchanged for warrants (the “Replacement Warrants”) to purchase Acquiror Shares on the basis of one Replacement Warrant for each whole Common Share which the Warrants are exercisable to acquire immediately prior to the Effective Time. Such Replacement Warrants shall provide for an exercise price per Acquiror Share (rounded up to the nearest whole cent) equal to the exercise price per Common Share otherwise applicable pursuant to the Warrants when such ~~Corporation~~ Warrants were exercisable to acquire Common Shares multiplied by 110%. Except as provided in this Section 2.3(b)(xiii) in connection with the price and security into which the Warrants are exercisable, the term, exercisability and all other terms and conditions of the Warrants in effect immediately prior to the Effective Time shall govern the Replacement Warrants for which the Warrants are so exchanged; (xiv) the Acquiror shall receive one fully paid and non-assessable share in the capital of the Amalgamated Company for each Acquiror Subco Share held by the Acquiror immediately before the Effective Time, and all such Acquiror Subco Shares will be cancelled; (bxv) in consideration of the issuance of Acquiror Shares pursuant to this Section 2.3, the Amalgamated Company shall issue to the Acquiror one common share in the capital of the Amalgamated Company for each ~~Qualifying Holdco~~ Acquiror Share ~~outstanding held by a Qualifying Holdco Shareholder shall~~ issued but no securities will be ~~transferred and deemed to be transferred~~ issued by the ~~Qualifying Holdco Shareholder, without any further act or formality on its part, free and clear of all liens, claims and encumbrances,~~ Amalgamating Company to the ~~Purchaser,~~ Acquiror 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 consideration of the ~~applicable Qualifying Holdco, and~~ issuance of Replacement Warrants by 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 encumbrancesAcquiror; and (cxvi) ~~each Corporation Share outstanding (other than (i) Corporation Shares held by Brookfield,~~ the ~~Purchaser or any of their affiliates (which shall not~~ Amalgamated Company will thereupon 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder wholly-owned subsidiary of the ~~Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~Acquiror.

Appears in 1 contract

Sources: Arrangement Agreement (Northern Dynasty Minerals LTD)

Arrangement. Commencing at the Effective Time, each of the ~~following~~ events ~~or transactions~~ set out below shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further authorization, act or ~~formality~~formality required on the part of any person, except as expressly provided herein: (a) each ~~outstanding Corporation Share held by a Dissenting Shareholder~~ Option that has an Option Exercise Price that is less than $0.06 shall be deemed ~~to be~~ transferred by the holder thereof to the ~~Corporation~~ Company (free and clear of ~~all liens, claims and encumbrances~~any Encumbrances, and notwithstanding any vesting conditions) in exchange for a cash payment from the Company equal to the amount by which $0.06 exceeds the Option Exercise Price thereof (less all applicable withholding taxes) and the holder of such Option shall thereafter only have the right to receive the consideration to which they are entitled pursuant to this Section 2.3(a) and all Options shall be deemed terminated and the Company shall have no liabilities or obligations with respect to such Options except pursuant to this Section 2.3(a); (b) each Warrant that has a Warrant Exercise Price that is less than $0.06 shall be deemed transferred by the holder thereof to the Company (free and clear of any Encumbrances, and notwithstanding any vesting conditions) in exchange for a cash payment from the Company equal to the amount by which $0.06 exceeds the Warrant Exercise Price thereof (less all applicable withholding taxes) and the holder of such Warrant shall thereafter only have the right to receive the consideration to which they are entitled pursuant to this Section 2.3(b) and all Warrants shall be deemed terminated and the Company shall have no liabilities or obligations with respect to such Warrants except pursuant to this Section 2.3(b); (c) the Common Shares held by Shareholders in respect of which Dissent Rights have been validly exercised (the “Dissenting ~~Shareholder~~ Shareholders”) shall be deemed to have been transferred without any further act or formality to the Company (free and clear of any Encumbrances) and: (i) such Common Shares shall be cancelled and cease to be outstanding; (ii) such Dissenting Shareholders shall cease to be the holders of such Common Shares and to have any rights as ~~a Corporation Shareholder~~ holders of such Common Shares other than the right to be paid ~~the~~ fair value ~~of their Corporation~~ for such Common Shares ~~by the Corporation~~ as set out in ~~accordance with Article 4 hereof, and the name of~~ Section 3.1; (iii) such ~~holder~~ Dissenting Shareholders’ names shall be removed as the holders of such Common Shares from the ~~register~~ registers of ~~holders~~ Company maintained by or on behalf of ~~Corporation Shares, and such Corporation Shares~~ the Company; and (iv) the Purchaser shall be ~~cancelled~~deemed to be the transferee of such Common Shares (free and clear of any Encumbrances) and shall be entered in the registers of Common Shares maintained by or on behalf of the Company; (bd) each ~~Qualifying Holdco~~ Common Share outstanding ~~held by a Qualifying Holdco Shareholder~~ immediately prior to the Effective Time (other than Common Shares subject to step (c)) shall be transferred ~~and deemed to be transferred by the Qualifying Holdco Shareholder,~~ without any further act or formality ~~on its part,~~ to the Purchaser (free and clear of ~~all liens~~any Encumbrances) for $0.06 per Common Share, ~~claims~~ and: (i) the holders of such Common Shares immediately before the Effective Time shall cease to be holders thereof and ~~encumbrances,~~ to have any rights as holders of such Common Shares other than the ~~Purchaser,~~ right to be paid $0.06 per Common Share in accordance with this Plan of Arrangement and other than the ~~applicable Holdco Agreement, in exchange for a payment in cash equal~~ right to ~~the Holdco Share Consideration, and the name of~~ receive any declared but unpaid dividends on such ~~holder~~ Common Shares; (ii) such holders’ names shall be removed as the holders from the ~~register~~ registers of ~~holders of Qualifying Holdco~~ Common Shares maintained ~~in respect~~ by or on behalf of the ~~applicable Qualifying Holdco, and~~ Company; and (iii) 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,~~ transferee of such Common Shares (free and clear of any ~~liens, claims or encumbrances; and (c~~Encumbrances) 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be ~~deemed to be~~ entered in the ~~legal and beneficial owner thereof, free and clear~~ registers of ~~any liens, claims~~ Common Shares maintained by or ~~encumbrances~~on behalf of the Company.

Appears in 1 contract

Sources: Acquisition Agreement (Big Lots Inc)

Arrangement. Commencing at the Effective Time, each of the ~~following~~ steps, events or transactions ~~shall~~ set forth in this Section 3.1 shall, except for steps, events or transactions deemed to occur concurrently with other steps, events or transactions as set out below, occur and shall be deemed to occur consecutively in the following ~~sequence~~ order (or in such other manner, order or times as the Company and the Purchaser may agree in writing) without any further act or formality, except as otherwise provided herein: (a) ~~each outstanding Corporation Share~~ all Company Shares held by a Dissenting ~~Shareholder~~ Shareholders shall be and shall be deemed to be be, without any further act or formality by or on behalf of the Dissenting Shareholder, transferred by to, and acquired by, the ~~holder thereof to the Corporation~~ Purchaser (free and clear of all ~~liens, claims and encumbrances~~Liens), and ~~each~~ such Dissenting ~~Shareholder~~ Shareholders shall cease to be the holders of the Company Shares so transferred and to have any rights as ~~a Corporation Shareholder~~ the Company Shareholders other than the right to be paid the fair value for such Company Shares as set out in Section 4.1; (b) notwithstanding the terms of ~~their Corporation Shares~~ the Legacy Share Option Plan, any resolutions of the board of directors of the Company or the terms of any agreement, certificate or other instrument granting or confirming the grant of Legacy CCPC Options or representing Legacy CCPC Options, each Legacy CCPC Option (whether vested or unvested) outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, without further action by or on behalf of the Legacy CCPC Optionholder, fully and unconditionally vested and exercisable, and shall be, and shall be deemed to be, exercised pursuant to its terms and the terms of the Legacy Share Option Plan (free and clear of all Liens) by the ~~Corporation~~ Legacy CCPC Optionholder and: (i) each Legacy CCPC Optionholder shall be deemed to, without further action by or on behalf of the Legacy CCPC Optionholder, exercise all Legacy CCPC Options owned by such Legacy CCPC Optionholder by way of surrender of such Legacy CCPC Options to the Company in accordance with ~~Article 4 hereof~~Section 9 of the Legacy Share Option Plan in exchange for the In-the-Money Value of such Legacy CCPC Options and the Company shall issue, and shall be deemed to issue, to each such Legacy CCPC Optionholder in accordance with Section 9 of the Legacy Share Option Plan a number of Company Shares equal to the In-the-Money Value of all Legacy CCPC Options owned by such Legacy CCPC Optionholder; (ii) each former Legacy CCPC Optionholder shall be added to the register of holders of Company Shares in respect of the number of Company Shares issued to each Legacy CCPC Optionholder, but the Legacy CCPC Optionholder shall not be entitled to a certificate or other document representing the Company Shares issued upon exercise of its Legacy CCPC Options; (iii) the Legacy CCPC Options so exercised shall be, and shall be deemed to be, cancelled and extinguished without any further act or formality on the part of the Legacy CCPC Optionholder or the Company; (iv) each former Legacy CCPC Optionholder shall cease to be a holder of Legacy CCPC Options and to have any rights as a holder of Legacy CCPC Options other than the right to receive the Company Shares to which such Legacy CCPC Optionholder is entitled pursuant to this Section 3.1(b) and the name of ~~such holder~~ each Legacy CCPC Optionholder 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~~ Legacy CCPC Optionholders maintained 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 behalf 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 encumbrancesCompany; and (cv) ~~each Corporation Share outstanding (~~any agreement, certificate or other ~~than (i) Corporation Shares held by Brookfield,~~ instrument granting or confirming the ~~Purchaser~~ grant of Legacy CCPC Options or representing Legacy CCPC Options or the right of a former Legacy CCPC Optionholder to 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)), Legacy CCPC Options shall be ~~transferred~~ void and ~~deemed to be transferred by the holder thereof, without any~~ of no further ~~act~~ force 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 Consideration, and the name~~ effect as of such ~~holder shall be removed from~~ time and neither the ~~register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser,~~ Company nor the Purchaser shall ~~be recorded as~~ have any further liabilities or obligations to the ~~registered holder~~ former Legacy CCPC Optionholder with respect thereto other than the obligation of the ~~Corporation~~ Company to issue the Company Shares ~~so transferred and shall be deemed~~ to be which the ~~legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.~~former Legacy CCPC Optionholder is entitled to receive pursuant to this Section 3.1(b);

Appears in 1 contract

Sources: Arrangement Agreement (Hammerhead Energy Inc.)

Arrangement. ~~Commencing at~~ At the Effective Time, except as otherwise provided herein, the following ~~events or transactions~~ shall occur and shall be deemed to occur sequentially, in the following ~~sequence~~ order, without any further act or ~~formality~~formality required on the part of any Person, in each case effective as at the Effective Time: (a) each ~~outstanding Corporation~~ Alpha Share ~~held by~~ in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights 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 directly transferred and ~~deemed to be transferred~~ assigned by ~~the Qualifying Holdco~~ such Dissenting Shareholder, without any further act or formality on its part, to Crystal (free and clear of ~~all liens, claims and encumbrances, to the Purchaser,~~ any Liens) in accordance with ~~the applicable Holdco Agreement~~Article 4 hereof; (b) each Alpha Share (other than any Alpha Shares in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights) shall be deemed to be transferred and assigned to Crystal (free and clear of any Liens) in exchange for the Consideration as follows, subject to Article 4 hereof; (i) for each Alpha Common Share held by an Alpha Shareholder that is not a ~~payment~~ U.S. Restricted Shareholder, Crystal shall issue one Crystal Post-Consolidated Share to such Alpha Shareholder; (ii) for each Alpha Common Share held by an Alpha Shareholder that is a U.S. Restricted Shareholder, Crystal shall issue one Crystal Post-Consolidated Share or one Crystal Restricted Voting Share, as provided in ~~cash equal~~ the Arrangement Agreement, to such Alpha Shareholder; and (iii) for each Alpha Class C Share held by an Alpha Shareholder, Crystal shall issue one Crystal Class B Preferred Share to such Alpha Shareholder; (c) with respect to each Alpha Share transferred and assigned in accordance with Sections 3.1(a) or 3.1(b) hereof: (i) the ~~Holdco~~ registered holder thereof shall cease to be the registered holder of such Alpha Share ~~Consideration,~~ and the name of such registered holder shall be removed from the central securities register of Alpha Shareholders as of the Effective Time; (ii) 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 Alpha Share in accordance with Sections 3.1(a) or 3.1(b) hereof, as applicable; and (iii) Crystal will be the holder of all of the outstanding Alpha Shares and the central securities register of Alpha Shareholders shall be revised accordingly; (d) each Alpha Shareholder will be the holder of the aggregate number of Crystal Post-Consolidated Shares, Crystal Restricted Voting Shares or Crystal Class B Preferred Shares issued to such Alpha Shareholder pursuant to Sections 3.1(b) hereof and the central securities register of Crystal will be revised accordingly; (e) each Alpha Warrant outstanding shall be deemed to be transferred and assigned to Crystal (free and clear of any Liens) in exchange for one Consideration Warrant, which shall be exercisable to purchase from Crystal the number of Crystal Post-Consolidated Shares (rounded down to the nearest whole number) equal to the Exchange Ratio, multiplied by the number of Alpha Common Shares subject to such Alpha Warrant immediately prior to the Effective Time, at an exercise price per Crystal Post-Consolidated Share (rounded up to the nearest whole ▇▇▇▇▇) equal to (i) the exercise price per Alpha Common Share otherwise purchasable pursuant to such Alpha Warrant immediately prior to the Effective Time, divided by (ii) the Exchange Ratio. The term to expiry and, subject to compliance with listing conditions of the TSX-V, the conditions to and manner of exercising and all other terms and conditions of such Consideration Warrants will be the same as the Alpha Warrants for which it was exchanged, and Crystal shall, thereafter, issue a certificate to each holder of a Consideration Warrant to evidence such Consideration Warrant; (f) with respect to each Alpha Warrant exchanged in accordance with Section 3.1(e) hereof: (i) the registered holder of such Alpha Warrant immediately prior to such exchange shall cease to be the registered holder thereof, the name of such registered holder shall be removed from the register maintained by or on behalf of ~~holders~~ Alpha in respect thereof and the Alpha Warrants shall be cancelled; (ii) the registered holder of ~~Qualifying Holdco Shares~~ such Alpha Warrant immediately prior to such exchange shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such Alpha Warrant with Crystal for the Consideration Warrant; and (iii) the name of the registered holder of such Alpha Warrant immediately prior to such exchange shall be added to the register maintained by or on behalf of Crystal 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrancesConsideration Warrants.

Appears in 1 contract

Sources: Arrangement Agreement (Alpha Cognition Inc.)

Arrangement. Commencing at the Effective Time, in five minute increments each of the following events ~~or transactions~~ shall occur and shall be deemed to occur consecutively in the following ~~sequence~~ order, except where noted, without any further authorization, act or formality: (a) Pan American shall lend to Yamana on a non-interest bearing demand basis, an amount equal to the Dissent and RSU Loan Amount (the “Dissent and RSU Loan”), and each ~~outstanding Corporation~~ Dissent Share held by a Dissenting Shareholder shall be, and shall be deemed to be be, transferred and assigned by the holder thereof ~~to the Corporation~~ (free and clear of all ~~liens~~Liens) to Yamana for a debt claim against Yamana for the amount therefor determined under Article 4, ~~claims~~ and (i) the name of such Dissenting Shareholder shall be removed from the register of Yamana Shareholders maintained by or on behalf of Yamana and ~~encumbrances~~such Dissent Share shall be cancelled and cease to be outstanding, ~~and each~~ and (ii) such Dissenting Shareholder shall cease to be the holder of such Dissent Share or to have any rights as a ~~Corporation~~ Yamana Shareholder other than the right to be paid the fair value ~~of their Corporation Shares~~ for such Dissent Share as set out in Article 4; (b) the transactions contemplated by the ~~Corporation~~ Conveyance Agreement shall become effective and pursuant thereto, Yamana shall assign and transfer to Agnico, and Agnico shall accept, a 100% legal and beneficial interest in, and good and marketable title to, all Canadian Assets, free and clear of all Liens other than Permitted Liens, and as consideration for the Canadian Assets, Agnico shall assume the Canadian Liabilities, issue the Agnico Payment Shares, and pay cash equal to the aggregate of the Cash Consideration multiplied by the number of Y▇▇▇▇▇ ▇▇▇▇▇▇ (other than Dissent Shares), the Fractional Share Amount and the Dissent Amount to Yamana; and (i) Yamana shall be, and shall be deemed to be, the holder of the Agnico Shares so issued (free and clear of all Liens) and the register of shareholders of Agnico maintained by or on behalf of Agnico shall be, and shall be deemed to be, revised accordingly, and (ii) Agnico shall add an amount to the stated capital in respect of the Agnico Shares equal to the aggregate Agnico Share Value multiplied by the number of Agnico Payment Shares; (c) in the course of a reorganization of Yamana’s share capital in accordance with ~~Article 4 hereof~~section 86 of the Tax Act, the authorized share capital of Yamana shall be amended by the creation of an unlimited number of Class A Shares, and immediately thereafter each Yamana Share held by a Yamana Shareholder (other than a Dissenting Shareholder) shall be exchanged for: (i) one Class A Share; (ii) the Agnico Share Consideration delivered by Y▇▇▇▇▇; and (iii) an amount of cash delivered by Y▇▇▇▇▇ equal to the Cash Consideration; (d) in connection with the reorganization of the share capital and the share exchanges in Section 3.1(c), (i) each Yamana Shareholder shall cease to be, and shall be deemed to cease to be, the holder of each such Yamana Share and the name of such Yamana Shareholder shall be, and shall be deemed to be, removed from the register of Yamana Shareholders maintained by or on behalf of Y▇▇▇▇▇, (ii) the Yamana Shares exchanged shall be cancelled and the stated capital in respect of the Yamana Shares shall be nil, (iii) Yamana shall cease to be, and shall be deemed to cease to be, the holder of the Agnico Shares and the name of Yamana shall be, and shall be deemed to be, removed from the register of shareholders of Agnico maintained by or on behalf of Agnico, (iv) Y▇▇▇▇▇ shall, and shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such Agnico Share, (v) each Yamana Shareholder shall be deemed to be the holder of the Class A Shares for which the Yamana Shareholder’s Yamana Shares were exchanged in accordance with Section 3.1(c) (in each case, free and clear of any Liens) and such Yamana Shareholder shall be, and shall be deemed to be, entered in the register of Yamana Shareholders maintained by or on behalf of Y▇▇▇▇▇, as the holder of such Class A Shares, (vi) each Yamana Shareholder shall be deemed to be the holder of the Agnico Shares for which the Yamana Shareholder’s Yamana Shares were exchanged in accordance with Section 3.1(c) (in each case, free and clear of any Liens) and such Yamana Shareholder shall be, and shall be deemed to be, entered in the register of shareholders of Agnico maintained by or on behalf of Agnico, as the holder of such Agnico Shares, and (vii) there shall be added to the stated capital in respect of the Class A Shares an amount equal to the Pan American Share Value multiplied by the number of Pan American Shares that the Yamana Shareholders are entitled to receive pursuant to Section 3.1(e); (e) each Class A Share shall be transferred to Pan American (free and clear of any Liens) in exchange for the Pan American Share Consideration delivered by Pan American, and (i) the holders of the Class A Shares shall cease to be, and shall be deemed to cease to be, the holder of each such Class A Share and the name of such holder shall be, and shall be deemed to be, removed from the register of Yamana Shareholders maintained by or on behalf of Y▇▇▇▇▇, (ii) the holders of ~~Corporation Shares~~the Class A Shares shall, and ~~such Corporation Shares~~ shall be ~~cancelled;~~deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such Class A Share, (biii) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder~~ Pan American shall be, and shall be ~~transferred and~~ deemed to ~~be transferred by~~ be, the ~~Qualifying Holdco Shareholder, without any further act or formality on its part,~~ holder of the Class A Shares (free and clear of all ~~liens~~Liens) and the register of Yamana Shareholders maintained by or on behalf of Yamana shall be, ~~claims~~ and ~~encumbrances~~shall be deemed to be, revised accordingly, (iv) the holders of the Class A Shares shall be, and shall be deemed to be, the holders of the Pan American Shares so issued (free and clear of all Liens) and the register of shareholders of Pan American maintained by or on behalf of Pan American shall be, and shall be deemed to be, revised accordingly, and (v) Pan American shall add an amount to its share capital in respect of the Pan American Shares equal to the ~~Purchaser,~~ aggregate Pan American Share Value multiplied by the number of Pan American Shares so issued; (f) each Yamana RSU (whether vested or unvested) that is outstanding immediately prior to the Effective Time shall vest in accordance with the ~~applicable Holdco Agreement~~terms of the Yamana RSU Plan and shall be, and shall be deemed to be, transferred by the holder thereof to Yamana in exchange for a cash payment ~~in cash~~ from Yamana equal to the ~~Holdco~~ volume weighted average trading price of one Yamana Share ~~Consideration~~on the TSX during the five trading days ending on the last trading day prior to the Effective Date less any withholding required by applicable Law using the remaining funds from the Dissent and RSU Loan not paid to Dissenting Shareholders in accordance with Section 3.1(a), and each such Yamana RSU shall be immediately cancelled, and (i) the ~~name~~ holders of such ~~holder~~ Yamana RSUs shall cease to be holders thereof and to have any rights as holders of such Yamana RSUs, other than the right to receive the consideration to which they are entitled under this Section 3.1(f), (ii) such holders’ names shall be, and shall be deemed to be, removed from the register of ~~holders~~ Yamana RSUs maintained by or on behalf of ~~Qualifying Holdco Shares maintained in respect of~~ Yamana, and (iii) all agreements relating to the ~~applicable Qualifying Holdco, and the Purchaser~~ Yamana RSUs shall be ~~recorded as~~ terminated and shall be of no further force and effect; (g) each Yamana PSU that is outstanding immediately prior to the ~~registered holder of the Qualifying Holdco Shares so transferred~~ Effective Time shall be, and shall be deemed to ~~be the legal and beneficial owner thereof~~be, 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,~~ thereof to ~~the Applicable Purchaser,~~ Yamana in exchange for a cash payment ~~in cash~~ from Yamana equal to the ~~Consideration~~volume weighted average trading price of one Yamana Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date multiplied by the applicable Multiplier (as defined in the Yamana PSU Plan), to be determined on the Effective Date, less any withholding required by applicable Law, and each such Yamana PSU shall be immediately cancelled and (i) the ~~name~~ holders of such ~~holder~~ Yamana PSU shall cease to be holders thereof and to have any rights as holders of such Yamana PSUs, other than the right to receive the consideration to which they are entitled under this Section 3.1(g), (ii) such holders’ names shall be, and shall be deemed to be, removed from the register of ~~holders~~ Yamana PSUs maintained by or on behalf of ~~Corporation Shares~~Yamana, and~~, with respect to Corporation Shares elected to be transferred~~ (iii) all agreements relating to the ~~Purchaser, the Purchaser~~ Yamana PSUs shall be ~~recorded as~~ terminated and shall be of no further force and effect; (h) each Yamana DSU that is outstanding immediately prior to the ~~registered holder of the Corporation Shares so transferred~~ Effective Time shall be, and shall be deemed to be, transferred by the holder thereof to Yamana in exchange for a cash payment from Yamana equal to the volume weighted average trading price of one Yamana Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date, less any withholding required by applicable Law and each such Yamana DSU shall be immediately cancelled and (i) the ~~legal~~ holders of such Yamana DSUs shall cease to be holders thereof and ~~beneficial owner thereof~~to have any rights as holders of such Yamana DSUs, ~~free~~ other than the right to receive the consideration to which they are entitled under this Section 3.1(h), (ii) such holders’ names shall be, and ~~clear~~ shall be deemed to be, removed from the register of ~~any liens~~Yamana DSUs maintained by or on behalf of Yamana, ~~claims or encumbrances~~and (iii) all agreements relating to the Yamana DSUs shall be terminated and shall be of no further force and effect; and (i) the authorized share capital of Yamana shall be amended by (i) eliminating the Y▇▇▇▇▇ ▇▇▇▇▇▇, (ii) changing the identifying name of the issued and unissued Class A Shares from “Class A common shares” to “common shares” and amending the special rights and restrictions attached to those shares to provide the holders thereof with one vote in respect of each share held, and the articles of Y▇▇▇▇▇ shall be deemed to be amended accordingly; and (j) Pan American shall make, and shall be deemed to have made, a capital contribution to Yamana by capitalizing the Dissent and RSU Loan, and the Dissent and RSU Loan shall be, and shall be deemed to be, cancelled and extinguished. The events provided for in this Section 3.1 shall be deemed to occur on the Effective Date, notwithstanding that certain procedures related thereto may not be completed until after the Effective Date.

Appears in 1 contract

Sources: Arrangement Agreement (Agnico Eagle Mines LTD)

Arrangement. Commencing at the Effective Time, each of the ~~following~~ events ~~or transactions~~ set out below shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further authorization, act or ~~formality~~formality required on the part of any person, except as expressly provided herein: (a) each ~~outstanding Corporation Share held by a Dissenting Shareholder~~ Trust Unit Right shall be deemed ~~to be~~ transferred by the holder thereof to ~~the Corporation~~ Harvest (free and clear of ~~all liens, claims and encumbrances~~any Encumbrances, and notwithstanding any vesting conditions) in exchange for a cash payment from Harvest in respect of each Trust Unit Right equal to the greater of $0.01 and the amount, if any, by which $10.00 exceeds the Exercise Price thereof (less all applicable withholding taxes) and the holder of such Trust Unit Right shall thereafter only have the right to receive the consideration to which they are entitled pursuant to this Section 2.3(a) and all Trust Unit Rights shall be deemed terminated and Harvest shall have no liabilities or obligations with respect to such Trust Unit Rights except pursuant to this Section 2.3(a); (b) each Unit Award shall be deemed transferred by the holder thereof to Harvest (free and clear of any Encumbrances, and notwithstanding any vesting conditions) in exchange for a cash payment from Harvest equal to $10.00 (less all applicable withholding taxes) and the holder of such Unit Awards shall thereafter only have the right to receive the consideration to which they are entitled pursuant to this Section 2.3(b) and all Unit Awards shall be deemed terminated and Harvest shall have no liabilities or obligations with respect to such Unit Awards except pursuant to this Section 2.3(a); (c) the Trust Units held by Unitholders in respect of which Dissent Rights have been validly exercised (the “Dissenting ~~Shareholder~~ Unitholders”) shall be deemed to have been transferred without any further act or formality to the Purchaser (free and clear of any Encumbrances) and: (i) such Dissenting Unitholders shall cease to be the holders of such Trust Units and to have any rights as ~~a Corporation Shareholder~~ holders of such Trust Units other than the right to be paid ~~the~~ fair value ~~of their Corporation Shares by the Corporation~~ for such Trust Units as set out in ~~accordance with Article 4 hereof, and the name of~~ Section 3.1; (ii) such ~~holder~~ Dissenting Unitholders’ names shall be removed as the holders of such Trust Units from the ~~register~~ registers of ~~holders~~ Harvest maintained by or on behalf of ~~Corporation Shares, and such Corporation Shares~~ Harvest; and (iii) the Purchaser shall be ~~cancelled~~deemed to be the transferee of such Trust Units (free and clear of any Encumbrances) and shall be entered in the registers of Trust Units maintained by or on behalf of Harvest; (bd) each ~~Qualifying Holdco Share~~ Trust Unit outstanding ~~held by a Qualifying Holdco Shareholder~~ immediately prior to the Effective Time (other than Trust Units subject to step (C)) shall be transferred ~~and deemed to be transferred by the Qualifying Holdco Shareholder,~~ without any further act or formality ~~on its part,~~ to the Purchaser (free and clear of ~~all liens~~any Encumbrances) for $10.00 per Trust Unit, ~~claims~~ and: (i) the holders of such Trust Units immediately before the Effective Time shall cease to be holders thereof and ~~encumbrances,~~ to have any rights as holders of such Trust Units other than the ~~Purchaser,~~ right to be paid $10.00 per Trust Unit in accordance with this Plan of Arrangement and other than the ~~applicable Holdco Agreement, in exchange for a payment in cash equal~~ right to ~~the Holdco Share Consideration, and the name of~~ receive any declared but unpaid dividends on such ~~holder~~ Trust Units; (ii) such holders’ names shall be removed as the holders from the ~~register~~ registers of ~~holders~~ Trust Units maintained by or on behalf of ~~Qualifying Holdco Shares maintained in respect of the applicable Qualifying Holdco, and~~ Harvest; and (iii) 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,~~ transferee of such Trust Units (free and clear of any ~~liens, claims or encumbrances; and (c~~Encumbrances) 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be ~~deemed to be~~ entered in the ~~legal and beneficial owner thereof, free and clear~~ registers of ~~any liens, claims~~ Trust Units maintained by or ~~encumbrances~~on behalf of Harvest.

Appears in 1 contract

Sources: Arrangement Agreement (Harvest Energy Trust)

Appears in 1 contract

Sources: Arrangement Agreement

Arrangement. ~~Commencing at~~ At the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur sequentially in the ~~following sequence~~ order set out below without any further authorization, act or formality: (a) ~~each outstanding Corporation Share held by~~ the notice of articles of GCM be amended to: (i) change the name of GCM to “Aris Gold Corporation” and the articles of GCM be altered to reflect such change; and (ii) alter the authorized share structure of GCM to create up to a ~~Dissenting Shareholder shall be deemed~~ maximum of 1,000 GCM Series 1 Preferred Shares designated as “Series 1 Preferred” shares, to be ~~transferred by~~ a new series of the ~~holder thereof to~~ preferred shares of GCM, without par value and attaching the ~~Corporation free~~ special rights and ~~clear~~ restrictions as set out in Schedule A 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~~ this Plan of ~~their Corporation Shares by the Corporation in accordance with Article 4 hereof~~Arrangement, and the ~~name~~ articles of GCM be altered by adding such ~~holder shall be removed from~~ special rights and restrictions as Section 2.1(2) of the ~~register of holders of Corporation Shares, and such Corporation Shares shall be cancelled~~Articles; (b) ~~each Qualifying Holdco Share outstanding~~ all Aris Shares held by ~~a Qualifying Holdco Shareholder~~ Caldas Holding shall be transferred ~~and deemed~~ to ~~be transferred by the Qualifying Holdco Shareholder~~GCM, without any further act or formality on its part, free and clear of all ~~liens, claims~~ Liens and ~~encumbrances,~~ in consideration therefor GCM shall issue to Caldas Holding the ~~Purchaser, in accordance with the applicable Holdco Agreement, in exchange~~ GCM Note and 1,000 fully paid and non-assessable GCM Series 1 Preferred Shares for ~~a payment in cash equal to the Holdco Share Consideration~~all such Aris Shares, and the name of ~~such holder~~ Caldas Holding shall be removed from the central securities register maintained by or on behalf of ~~holders~~ Aris as a holder of ~~Qualifying Holdco~~ Aris Shares ~~maintained in respect of the applicable Qualifying Holdco,~~ and ~~the Purchaser~~ GCM shall be ~~recorded~~ entered in the central securities register maintained by or on behalf of Aris 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~~such ▇▇▇▇ ▇▇▇▇▇▇; (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 Aris 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)), an Aris Dissenting Shareholder 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~~Liens, to ~~the Applicable Purchaser, in exchange for a payment in cash equal to the Consideration~~Aris, and Aris shall thereupon be obliged to pay the amount therefor determined and payable in accordance with ARTICLE 4 hereof, and (i) the name of such holder shall be removed from the central securities register maintained by or on behalf of Aris as a holder of Aris Shares and such Aris Shares so transferred, as the case may be, shall be cancelled and cease to be outstanding; and (ii) such Aris Dissenting Shareholders will cease to have any rights as Aris Shareholders other than the right to be paid the fair value for their Aris Shares by Aris; and (d) Aris and SubCo shall amalgamate to continue as one corporate entity (as so amalgamated, “AmalCo”) with the same effect as if they had amalgamated under section 276 of the BCBCA (the “Amalgamation”) except that the legal existence of SubCo will not cease and SubCo will survive, and, without limiting the foregoing, the separate legal existence of Aris will cease without Aris being liquidated or wound up, SubCo and Aris will continue as one corporation, AmalCo, and the property of Aris will become the property of AmalCo and on the following terms and otherwise on the terms set out in this Plan of Arrangement and the Final Order implementing this Plan of Arrangement. From and after the Amalgamation: (i) the name of AmalCo shall be “Aris Gold Holdings Corp.”, as shall be set out in the notice of articles of AmalCo; (ii) the shareholders of AmalCo shall have the powers and the liability provided in the BCBCA; (iii) all of the property, rights and interests of each of Aris and SubCo immediately before the Amalgamation shall become property, rights and interests of AmalCo by virtue of the Amalgamation, and the Amalgamation shall not constitute an assignment by operation of Law, a transfer or any other disposition of the property, rights and interests of either of Aris or SubCo to AmalCo; (iv) all of the liabilities of each of Aris and SubCo immediately before the Amalgamation shall become liabilities of AmalCo by virtue of the Amalgamation and AmalCo shall continue to be liable for the obligations of each of Aris and SubCo; (v) any legal proceedings being prosecuted or pending by or against Aris or SubCo are unaffected by the Amalgamation and every such legal proceeding may be prosecuted, or their prosecution may be continued, as the case may be, by or against AmalCo; (vi) any existing cause of action, claim or liability to prosecution against either Aris or SubCo shall be unaffected; (vii) a conviction against, or a ruling, order or judgment in favour of or against, either Aris or SubCo may be enforced by or against AmalCo; (viii) the initial directors of AmalCo shall be: (1) ▇▇▇▇ ▇▇▇▇▇▇▇ with a prescribed address of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; (2) ▇▇▇▇ ▇▇▇▇▇▇ with a prescribed address of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; and (3) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with a prescribed address of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; as to be set out in the notice of articles of AmalCo; (ix) the notice of articles and articles of AmalCo shall be the notice of articles and articles of SubCo immediately prior to the Amalgamation other than to reflect 3.1(d)(i) and (viii), and the registered and records office of AmalCo shall be the registered and records office of SubCo immediately prior to the Amalgamation; (x) each SubCo Share held by a holder thereof shall be cancelled and the holder’s name shall be removed from the register of holders of ~~Corporation~~ SubCo Shares, ~~and, with respect to Corporation Shares elected to be transferred to the Purchaser~~and in exchange therefor, the ~~Purchaser~~ holder thereof shall ~~be recorded as~~ receive, and AmalCo shall issue, for each SubCo Share, one fully paid and non-assessable AmalCo Share and the registered holder ~~of the Corporation Shares so transferred and~~ thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such SubCo Share in accordance herewith; (xi) each Aris Share held by a Former Aris Shareholder immediately prior to the Amalgamation will be cancelled and the holder’s name shall be removed from the central securities register maintained by or on behalf of ▇▇▇▇ as a holder of ▇▇▇▇ ▇▇▇▇▇▇, and in exchange therefor, on the Amalgamation, the holder thereof shall receive, and GCM shall issue, for each Aris Share, fully paid and non-assessable Consideration Shares (and, for greater certainty, the holder thereof shall receive no consideration on the Amalgamation other than such Consideration Shares), subject to Section 3.2, Section 3.3 and ARTICLE 5 hereof, and the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such Aris Share in accordance herewith; (xii) each Aris Share held by GCM will be cancelled and GCM’s name shall be removed from the register of holders of Aris Shares, and in exchange therefor, GCM shall receive, and AmalCo shall issue, for each Aris Share, one fully paid and non-assessable AmalCo Share and GCM shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such Aris Shares in accordance herewith; (xiii) in consideration of the issuance by GCM of the GCM Shares comprising the Consideration Shares pursuant to Section 3.1(d)(xi), AmalCo shall issue to GCM one fully paid and non-assessable AmalCo Share for each GCM Share comprising part of the Consideration Shares issued pursuant to Section 3.1(d)(xi); (xiv) the amount added to the capital of GCM shall be the ~~legal and beneficial owner thereof~~paid-up capital (as that term is used for purposes of the Tax Act) of the Aris Shares (other than the Aris Shares held by Aris Dissenting Shareholders or GCM) immediately prior to the Effective Time; and (xv) each Aris Convertible Security outstanding immediately prior to the Effective Time shall be adjusted to be exercisable, ~~free and clear~~ redeemable or otherwise convertible into GCM Shares based on the exchange ratio contemplated by the Consideration Shares in lieu of any ~~liens~~Aris Shares such Aris Convertible Security was exercisable, ~~claims~~ redeemable or ~~encumbrances~~otherwise convertible into prior to the Effective Time in accordance with the adjustment provisions of the applicable underlying agreement, indenture, certificate, plan or other terms and conditions attaching thereto and GCM shall issue such GCM Shares upon such due exercise, redemption or other conversion of such Aris Convertible Securities. In the event that the Adjusted Option In-The-Money Amount in respect of an Aris Option following such adjustment exceeds the Aris Option In-The-Money Amount in respect of such Aris Option, the exercise price per GCM Share of such Aris Option following such adjustment will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the Adjusted Option In-The-Money Amount in respect of such Aris Option following such adjustment does not exceed the Aris Option In-The-Money Amount in respect of such Aris Option.

Appears in 1 contract

Sources: Arrangement Agreement (Aris Mining Corp)

Arrangement. ~~Commencing at~~ At the Effective ~~Time,~~ Time each of the following events ~~or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a) each of the following steps shall occur simultaneously: (i) each Common Share outstanding ~~Corporation~~ immediately prior to the Effective Time (other than any Common Share in respect of which a Company Shareholder has validly exercised, and has not withdrawn or been deemed to have withdrawn, its Dissent Right, and Common Shares held by ~~a Dissenting Shareholder~~ Parent or any Affiliate thereof) shall be ~~deemed to be~~ transferred to, and acquired by Purchaser, without any further act or formality on the part of the holder ~~thereof to the Corporation~~ of such Common Share or Purchaser, 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 hereofLiens, and the name of each such ~~holder shall~~ Company Shareholder will be removed from the register of holders of ~~Corporation Shares,~~ Common 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~~ added 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~~Parent Shares, and ~~the~~ Purchaser ~~shall~~ will be recorded as the registered holder of ~~the Qualifying Holdco~~ such Common Shares so ~~transferred~~ exchanged and ~~shall~~ will be deemed to be the legal and beneficial owner thereof; (ii) in exchange for each Common Share transferred in section 2.3(a)(i), Parent shall issue the Consideration to each Company Shareholder who transferred such Common Share; (iii) Purchaser shall issue to Parent (or an affiliate of Parent, as directed by Parent) that number of common shares of Purchaser equal in value to the aggregate Consideration; and (iv) there shall be added to the stated capital account maintained by Purchaser for its common shares an amount equal to the fair market value of the Consideration issued by Parent in section 2.3(a)(ii); (b) each Common Share outstanding immediately prior to the Effective Time held by a Company Shareholder in respect of which Dissent Rights have been validly exercised and have not been withdrawn or deemed to have been withdrawn shall be deemed to have been transferred without any further act or formality, to Purchaser, free and clear of any ~~liens~~Liens, ~~claims or encumbrances;~~ in consideration for a debt claim against Purchaser in an amount and payable in accordance with Article 3, and: ~~(c) each Corporation Share outstanding (other than~~ (i) ~~Corporation~~ such Company Shareholder will cease to be the holder of such Dissenting Shares ~~held by Brookfield,~~ and will cease to have any rights as holder of such Common Shares other than the ~~Purchaser or any of their affiliates (which shall not~~ right to be ~~acquired under the Arrangement and shall remain outstanding~~ paid fair value for such Dissenting Shares as ~~a Corporation Share held by Brookfield, the Purchaser or such affiliate, as the case may be~~set out in Section 3.1(a); ; (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 Consideration, and the Company Shareholder’s name ~~of such holder shall~~ will be removed ~~from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded~~ as the registered holder of such Dissenting Shares from the ~~Corporation~~ registers of Common Shares ~~so transferred and shall~~ maintained by or on behalf of the Company; and (iii) Purchaser will be deemed to be the ~~legal and beneficial owner thereof~~transferee of such Dissenting Shares, free and clear of any ~~liens~~Liens. (c) each Company Option outstanding immediately prior to the Effective Time shall be exchanged for an option (each, ~~claims~~ a “Replacement Option”) to acquire from Parent the number of Parent Shares equal to the product of: (A) the number of Company Common Shares subject to the Company Option immediately before the Effective Time, and (B) 0.08 of a Parent Share, provided that if the foregoing would result in the issuance of a fraction of a Parent Share, then the number of Parent Shares otherwise issued shall be rounded down to the nearest whole number of Parent Shares. The exercise price per Parent Share subject to any such Replacement Option shall be an amount equal to the quotient of (A) the exercise price per Company Common Share subject to such Company Option immediately before the Effective Time divided by (B) 0.08 (provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent). Except as set out above, all terms and conditions of each Replacement Option, including the vesting schedule, term to expiry, conditions to and manner of exercising, shall be the same as the terms of the Company Option exchanged therefor pursuant to the Company Stock Option Plan and any agreement evidencing the grant thereof prior to the Effective Time, except notwithstanding the termination provisions in the Company option plan, that such Replacement Option shall provide that a director or ~~encumbrances~~officer of the Company that ceases to be a director or officer of the Company may exercise his or her Replacement Options for 90 days following the date such director or officer ceases to be a director or officer of the Company and that all others including, but not limited to, employees and consultants of the Company, may exercise his, her or its Replacement Options for 30 days following the date such other person ceases to be employed by or provide services to the Company. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Replacement Option will be increased, with effect at and from the Effective Time, such that the In-The-Money Amount of the Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Company Option immediately before the exchange; and (d) in accordance with the terms of the Company Warrant Agreements, each holder of a Company Warrant outstanding immediately prior to the Effective Time shall receive upon the subsequent exercise of such holder’s Company Warrant, in accordance with its terms, and shall accept in lieu of each Company Common Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, 0.08 of a Parent Share.

Appears in 1 contract

Sources: Arrangement Agreement (Westwater Resources, Inc.)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the ~~following sequence~~ order set out below without any further authorizations, act or formality, in each case effective as at two minute intervals starting at the Effective Time: (a) each ~~outstanding Corporation Share~~ of the Company Shares held by a Dissenting ~~Shareholder~~ Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have transferred, without further act or formality by or on behalf of any Dissenting Holder, to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3 , and: (i) such Dissenting Holder shall cease to be ~~transferred by~~ the holder ~~thereof to the Corporation free~~ of such Company Shares and ~~clear of all liens, claims and encumbrances, and each Dissenting Shareholder shall cease~~ to have any rights as a ~~Corporation~~ Company Shareholder other than the right to be paid ~~the~~ fair value for such Company Shares, as set out in Section 3.1; (ii) such Dissenting Holder’s name shall be removed as the holder of ~~their Corporation~~ Company Shares from the applicable register of Company Shareholders maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Company Shares, free and clear of all Liens (other than the right to be paid fair value for such Company Shares as set out in Section 3.1), and shall be entered into the applicable register of Company Shareholders maintained by or on behalf of the Company; and (b) notwithstanding any vesting provisions to which a Company RSU might otherwise be subject (whether by contract, the terms and conditions of any Award Agreement or grant, the terms and conditions of the Company Legacy Equity Incentive Plan or Company PRSU Plan or applicable Law), each Company RSU issued and outstanding immediately prior to the Effective Time shall, without any further act or formality by or on behalf of any Company RSU Holder, be deemed to be fully vested and shall be surrendered by the ~~Corporation~~ holder thereof to the Company (free and clear of all Liens) and cancelled in ~~accordance with Article 4 hereof~~exchange for the applicable Company RSU Consideration; and (i) the relevant holder of such Company RSU will be issued Company Shares equal to the Company RSU Net Payment, having a fair market value equal to the Company RSU Consideration, net of applicable source deductions, and the Company RSU Net Payment issuable in connection therewith will be deemed to be issued to such holder of such Company RSUs as fully-paid and non-assessable Company Shares; (ii) the Company RSU Balance Shares will be issued in trust for the relevant holder of such Company RSU to a securities dealer designated by the Purchaser, who is authorized on behalf of the relevant holder of such Company RSU, to sell in the capital markets or otherwise the Purchaser Shares received in exchange for such Company RSU Balance Shares pursuant to Section (h) to realize cash proceeds to satisfy the applicable source deductions in respect of the surrender of such Company RSUs, and the Company RSU Balance Shares issuable in connection therewith will be deemed to be issued to such holder of such Company RSUs as fully-paid and non- assessable Company Shares; (iii) each holder of such Company RSU shall cease to be the holder thereof and to have any rights as a Company RSU Holder; (iv) the name of each such holder shall be removed from the register of ~~holders~~ the Company RSU Holders maintained by or on behalf of ~~Corporation~~ the Company; (v) each such former holder of such Company RSU shall be deemed to be the holder of the Company Shares comprising the Company RSU Consideration and shall be entered in the register of the Company Shareholders maintained by or on behalf of the Company and such Company Shares shall be issued to such former holder of such Company RSUs as fully paid and non-assessable Company Shares, provided that no share certificates shall be issued with respect to such Company Shares; and (vi) all Award Agreements in respect of Company RSUs, grants and ~~such Corporation Shares~~ similar instruments relating thereto shall be cancelled; (bc) notwithstanding any vesting provisions to which a Company PSU might otherwise be subject (whether by contract, the terms and conditions of any Award Agreement or grant, the terms and conditions of the Company Legacy Equity Incentive Plan or Company PRSU Plan or applicable Law), each ~~Qualifying Holdco Share~~ Company PSU issued and outstanding ~~held by a Qualifying Holdco Shareholder shall be transferred and deemed~~ immediately prior to ~~be transferred by~~ the ~~Qualifying Holdco Shareholder~~Effective Time shall, without any further act or formality by or on ~~its part~~behalf of any Company PSU Holder, be deemed to be fully vested and shall be surrendered by the holder thereof to the Company (free and clear of all ~~liens~~Liens) and cancelled in exchange for the applicable Company PSU Consideration; and (i) the relevant holder of such Company PSU will be issued Company Shares equal to the Company PSU Net Payment, ~~claims~~ having a fair market value equal to the Company PSU Consideration, net of applicable source deductions, and ~~encumbrances,~~ the Company PSU Net Payment issuable in connection therewith will be deemed to be issued to such holder of such Company PSUs as fully-paid and non-assessable Company Shares; (ii) the Company PSU Balance Shares will be issued in trust for the relevant holder of such Company PSU to a securities dealer designated by the Purchaser, who is authorized on behalf of the relevant holder of such Company PSU, to sell in ~~accordance with~~ the ~~applicable Holdco Agreement,~~ capital markets or otherwise the Purchaser Shares received in exchange for ~~a payment~~ such Company PSU Balance Shares pursuant to Section 2.3(h) to realize cash proceeds to satisfy the applicable source deductions in ~~cash equal to~~ respect of the ~~Holdco Share Consideration~~surrender of such Company PSUs, and the Company PSU Balance Shares issuable in connection therewith will be deemed to be issued to such holder of such Company RSUs as fully-paid and non- assessable Company Shares; (iii) each holder of such Company PSU shall cease to be the holder thereof and to have any rights as a Company PSU Holder; (iv) the name of each such holder shall be removed from the register of ~~holders of Qualifying Holdco Shares~~ the Company PSU Holders maintained ~~in respect~~ by or on behalf of the ~~applicable Qualifying Holdco, and the Purchaser shall be recorded as the registered~~ Company; (v) each such former holder of ~~the Qualifying Holdco Shares so transferred and~~ such Company PSU shall be deemed to be the ~~legal~~ holder of the Company Shares comprising the Company PSU Consideration and ~~beneficial owner thereof~~shall be entered in the register of the Company Shareholders maintained by or on behalf of the Company, ~~free~~ and ~~clear~~ such Company Shares shall be issued to such former holder of ~~any liens~~such Company PSUs as fully paid and non-assessable Company Shares, ~~claims or encumbrances~~provided that no share certificates shall be issued with respect to such Company Shares; (vi) all Award Agreements in respect of Company PSUs, grants and similar instruments relating thereto shall be cancelled; and (cvii) the Company PRSU Plan shall be terminated, and none of the Company nor the Purchaser shall have any further liabilities or obligations thereunder; (d) each ~~Corporation Share outstanding~~ Company Out-Of-The-Money Option will be cancelled without any payment in respect thereof and the holder thereof will cease to be the holder of such Company Option, will cease to have any rights as a holder in respect of such Company Option, will be removed from the register of the Company Options, and all option agreements, grants and similar instruments relating thereto will be cancelled, and none of the Company nor the Purchaser shall have any further liabilities or obligations with respect thereto; (~~other than~~ e) each Company In-The-Money Option will be surrendered and cancelled in exchange for: (i) ~~Corporation~~ the relevant In-The-Money Amount and the relevant Company Optionholder will be issued the Company Option Shares, having a fair market value equal to the relevant aggregate In-The-Money Amount, net of applicable source deductions, and the Company Option Shares ~~held by Brookfield~~will be deemed to be issued to such Company Optionholder as fully paid and non-assessable Company Shares, ~~the Purchaser or any of their affiliates (which~~ provided that no share certificates shall ~~not~~ be ~~acquired under the Arrangement and shall remain outstanding as a Corporation Share held by Brookfield, the Purchaser or~~ issued with respect to such ~~affiliate, as the case may be);~~ Company Shares; (ii) ~~Corporation~~ the Company Option Balance Shares ~~held by Qualifying Holdcos,~~ will be issued in trust for the ~~Qualifying Holdco Shares of which are acquired~~ relevant Company Optionholder to a securities dealer designated by the Purchaser is issued in trust the Company Option Balance Shares, who will be authorized on behalf of the relevant holder of such Company Optionholder, to sell in the capital markets or otherwise the Purchaser Shares received in exchange for such Company Option Balance Shares pursuant to Section ~~3.1(b~~2.3(h) ~~(which shall not~~ to realize cash proceeds to satisfy the applicable source deductions in respect of the surrender of such Company Options and the Company Option Balance Shares will be ~~acquired under the Arrangement~~ deemed to be issued to such Company Optionholder as fully paid and ~~shall remain outstanding as Corporation Shares held by such Qualifying Holdco)~~non-assessable Company Shares; ~~and~~ and (iii) ~~Corporation Shares acquired by~~ the holder of such Company Option will cease to be the holder of such Company Option, will cease to have any rights as a holder in respect of such Company Option, will be removed from the applicable register of the Company Options, and all Award Agreements relating thereto will be cancelled, and neither the Company nor the Purchaser ~~pursuant~~ shall have any further liabilities or obligations with respect thereto (f) the Company Option Plan and the Company Legacy Equity Incentive Plan shall each be terminated, and none of the Company nor the Purchaser shall have any further liabilities or obligations thereunder. (g) notwithstanding any vesting provisions to ~~Section 3.1(a)~~which a TJAC Option might otherwise be subject (whether by contract, the terms and conditions of any Award Agreement or grant, the terms and conditions of the TJAC Option Plan or applicable Law), ~~shall be transferred~~ each TJAC Option issued and ~~deemed~~ outstanding immediately prior to ~~be transferred by~~ the ~~holder thereof~~Effective Time shall, without any further act or formality by or on ~~its part~~behalf of any TJAC Optionholder, be deemed to be fully vested and shall be surrendered by the holder thereof to TJAC (free and clear of all ~~liens, claims~~ Liens) and ~~encumbrances, to the Applicable Purchaser,~~ cancelled in exchange for ~~a payment in cash~~ the TJAC Option Consideration; and (i) TJAC will issue such number of TJAC common shares to the Company that is equal to the aggregate number of Company Shares required to be delivered by the Company pursuant to Section 2.3(g)(ii) in consideration of the Company issuing the aggregate TJAC Option Consideration in respect of all TJAC Options; (ii) the Company will deliver to the relevant holder of such TJAC Option Company Shares equal to the TJAC Option Net Payment, having a fair market value equal to the TJAC Option Consideration, net of applicable source deductions, and the TJAC Net Option Payment issuable in connection therewith will be deemed to be issued to such holder of such TJAC Options as fully-paid and non-assessable; (iii) the Company will issue in trust for the relevant holder of such TJAC Options to a securities dealer designated by the Purchaser the TJAC Option Balance Shares, who is authorized on behalf of the relevant holder of such TJAC Options, to sell in the capital markets or otherwise the Purchaser Shares received in exchange for such TJAC Option Balance Shares pursuant to Section 2.3(h) to realize cash proceeds to satisfy the applicable source deductions in respect of the surrender of such TJAC Options and the TJAC Option Balance Shares will be deemed to be issued to such TJAC Optionholder as fully paid and non- assessable Company Shares (iv) each holder of such TJAC Option shall cease to be the holder thereof and to have any rights as a TJAC Optionholder; (v) the name of each such holder shall be removed from the register of ~~holders~~ the TJAC Optionholders maintained by or on behalf of ~~Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered~~ TJAC; (vi) each such former holder of ~~the Corporation Shares so transferred and~~ such TJAC Option shall be deemed to be the ~~legal~~ holder of the Company Shares comprising the TJAC Option Net Payment and ~~beneficial owner thereof~~shall be entered in the register of the Company Shareholders maintained by or on behalf of the Company, and such Company Shares shall be issued to such former holder of such TJAC Options as fully paid and non-assessable Company Shares, provided that no share certificates shall be issued with respect to such Company Shares; (vii) all Award Agreements in respect of TJAC Options, grants and similar instruments relating thereto shall be cancelled; and (viii) the TJAC Option Plan shall be terminated, and none of the Company, TJAC nor the Purchaser shall have any further liabilities or obligations thereunder; (h) each Company Share outstanding immediately prior to the Effective Time (other than Common Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised under Section 2.3(a) shall be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration; and (i) each holder of such Company Shares shall cease to be the holder thereof and to have any rights as a Company Shareholder, other than the right to be paid the Consideration per Company Share in accordance with this Plan of Arrangement; (ii) the name of the each such holder of Company Shares shall be removed from the register of the Company Shareholders maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Company Shares, free and clear of ~~any liens~~all Liens, ~~claims~~ and shall be entered in the register of the Company Shareholders maintained by or ~~encumbrances~~on behalf of the Company.

Appears in 1 contract

Sources: Amending Agreement

Arrangement. Commencing at the Effective Time, each of the ~~following~~ transactions or events ~~or transactions~~ set out below shall occur and shall be deemed to occur in the following ~~sequence~~ sequence, in each case without any further authorization, act or ~~formality~~formality on the part of any Person, and in each case, unless otherwise specifically provided in this Section 3.1, effective as at two-minute intervals starting at the Effective Time: (a) each ~~outstanding Corporation~~ Company Share held by a Dissenting Company Shareholder shall be, and shall be deemed to be be, transferred to the Purchaser by the holder ~~thereof to the Corporation~~ thereof, free and clear of all ~~liens, claims and encumbrances~~Liens, and thereupon each Dissenting Company Shareholder shall cease to have any rights as a ~~Corporation Shareholder~~ holder of such Company Shares other than a claim against the ~~right to be paid the fair value of their Corporation Shares by the Corporation~~ Purchaser in an amount determined and payable in accordance with Article 4 ~~hereof,~~ and the name of such ~~holder~~ Dissenting Company Shareholder shall be removed from the central securities register ~~of holders of Corporation~~ for the Company Shares~~, and such Corporation Shares shall be cancelled~~; (b) each ~~Qualifying Holdco Share outstanding held by a Qualifying Holdco~~ Effective Time Company Shareholder shall grant, and 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~~have granted, to the Purchaser a Purchaser Call Option in respect of (i) each Company Share held by such Effective Time Company Shareholder at the Effective Time, (ii) all Company Shares into which any Company Share referred to in (i) of this Section 3.1(b) may be converted in accordance with the rights and restrictions attached to such Company Share in the Company’s notice of articles and articles, and (iii) all Company Shares for which any Company Share referred to in (i) of this Section 3.1(b) may be exchanged pursuant to Section 3.1(h)(i) or Section 3.1(h)(iii); (c) in consideration for the grant of the Purchaser Call Options by the Effective Time Company Shareholders to the Purchaser pursuant to Section 3.1(b), the Purchaser shall, concurrently with the grant of such Purchaser Call Options, pay to each Effective Time Company Shareholder the Per Share Option Premium in respect of each Company Share held by such Effective Time Company Shareholder at the Effective Time; (d) each Person (other than the Purchaser or any affiliate of the Purchaser) who, at any time after the Effective Time and prior to the earlier of the Acquisition Effective Time and the Acquisition Closing Outside Date, acquires a Company Share from the Company (other than a Company Share in respect of which the Person has already granted to the Purchaser a Purchaser Call Option pursuant to Section 3.1(b)) or from any other Person, shall, concurrently with the acquisition of such Company Share, grant and shall be deemed to have granted to the Purchaser a Purchaser Call Option in respect of (i) such Company Share, (ii) all Company Shares into which such Company Share may be converted in accordance with the rights and restrictions attached to such Company Share in the Company’s Notice of Articles and Articles, and (iii) all Company Shares for which any Company Share referred to in (i) of this Section 3.1(d) may be exchanged pursuant to Section 3.1(h)(i) or Section 3.1(h)(iii); provided, that the Purchaser shall not be required to pay, nor shall such Person be entitled to receive from the Purchaser or from any Effective Time Company Shareholder, any payment on account of, as compensation for, or in relation to, the Option Premium in respect of any Purchaser Call Option granted pursuant to this Section 3.1(d); (e) the Notice of Articles and Articles of the Company, as applicable, shall be altered to: (i) alter the rights and restrictions of the existing classes of Company Subordinate Voting Shares, Company Proportionate Voting Shares and Company Multiple Voting Shares and to provide for the special rights and restrictions attaching to the Company Subordinate Voting Shares, Company Proportionate Voting Shares and Company Multiple Voting Shares, respectively, set out in the attached Exhibit A, which special rights and restrictions shall specifically refer to and include the Purchaser Call Option granted pursuant to this Plan of Arrangement; and (ii) in connection with the foregoing, Articles 26, 27 and 28 of the existing articles of the Company shall be deleted in their entirety and replaced with Articles 26, 27 and 28 as set out in the attached Exhibit A; (f) upon the Triggering Event Date prior to the Purchaser Call Option Expiry Date, the Purchaser shall, in accordance with the ~~applicable Holdco Agreement~~terms and conditions of the Purchaser Call Option, exercise, and shall be deemed to have exercised, effective at the end of the Triggering Event Date, the Purchaser Call Option with respect to all (but not less than all) of the Purchaser Call Option Shares; (g) upon the exercise or deemed exercise of the Purchaser Call Option by the Purchaser prior to the Purchaser Call Option Expiry Date, the Purchaser shall, in accordance with the terms and conditions of the Purchaser Call Option, acquire from each Call Option Grantor, and each Call Option Grantor shall be required to transfer to the Purchaser, all of the Purchaser Call Option Shares that are held by such Call Option Grantor on the Acquisition Date immediately following the exchange referred to in Section 3.1(h)(iii) (which, for ~~a payment~~ the avoidance of doubt, shall include any Company Subordinate Voting Shares received by such Call Option Grantor upon the exchange in ~~cash~~ Section 3.1(h)(i)), which acquisition and transfer shall occur on the Acquisition Date in accordance with Section 3.1(h)(v) or Section 3.1(h)(vii)(F), as applicable; (h) on the Acquisition Date, each of the transactions or events set out below in this Section 3.1(h) shall occur, and shall be deemed to occur, in the following sequence, in each case without any further authorization, act or formality on the part of any Person, effective as at two minute intervals starting at the Acquisition Effective Time: (i) each Company Proportionate Voting Share outstanding immediately prior to the Acquisition Effective Time shall be exchanged with the Company for that number of Company Subordinate Voting Shares equal to the ~~Holdco~~ PVS Conversion Ratio in effect immediately prior to the Acquisition Effective Time, and upon such exchange: (A) each such exchanged Company Proportionate Voting Share ~~Consideration~~shall be cancelled, and the ~~name~~ holders of such ~~holder~~ exchanged Company Proportionate Voting Shares shall be removed from the Company’s securities register for the Company Proportionate Voting Shares; and (B) each holder of ~~holders of Qualifying Holdco~~ such exchanged Company Proportionate Voting Shares ~~maintained~~ shall be entered in the Company’s securities register for the Company Subordinate Voting Shares in respect of the ~~applicable Qualifying Holdco~~Company Subordinate Voting Shares issued to such holder pursuant to this Section 3.1(h)(i); (ii) concurrently with the exchange of Company Proportionate Voting Shares pursuant to Section 3.1(h)(i), the capital of the Company Proportionate Voting Shares shall be reduced to nil, and there shall be added to the capital of the Company Subordinate Voting Shares, in respect of the Company Subordinate Voting Shares issued pursuant to Section 3.1(h)(i), an amount equal to the paid-up capital (within the meaning of the Tax Act) of the Company Proportionate Voting Shares immediately prior to the Acquisition Effective Time; (iii) each Company Multiple Voting Share outstanding immediately prior to the Acquisition Effective Time shall be exchanged with the Company for one Company Subordinate Voting Share, and upon such exchange: (A) each such exchanged Company Multiple Voting Share shall be cancelled, and the ~~Purchaser~~ holders of such exchanged Company Multiple Voting Shares shall be ~~recorded as~~ removed from the ~~registered~~ Company’s central securities register for the Company Multiple Voting Shares; and (B) each holder of such exchanged Company Multiple Voting Shares shall be entered in the ~~Qualifying Holdco~~ Company’s securities register for the Company Subordinate Voting Shares ~~so transferred~~ in respect of the Company Subordinate Voting Shares issued to such holder pursuant to this Section 3.1(h)(iii); (iv) concurrently with the exchange of Company Multiple Voting Shares pursuant to Section 3.1(h)(iii), the capital of the Company Multiple Voting Shares shall be reduced to nil, and there shall be added to the capital of the Company Subordinate Voting Shares, in respect of the Company Subordinate Voting Shares issued pursuant to Section 3.1(h)(iii), an amount equal to the paid-up capital (within the meaning of the Tax Act) of the Company Multiple Voting Shares immediately prior to the Acquisition Effective Time; (v) in accordance with the terms of the Purchaser Call Option, each Company Subordinate Voting Share held by a Company Canadian Shareholder immediately following the exchange in Section 3.1(h)(iii) (which, for the avoidance of doubt, shall include any Company Subordinate Voting Shares received by such Call Option Grantor upon the exchange in Section 3.1(h)(i)) shall be transferred, and shall be deemed to be transferred, by the ~~legal and beneficial owner thereof~~holder thereof to the Purchaser for the Purchaser Share Consideration (or, ~~free and clear~~ in the event a Purchaser Change of ~~any liens, claims or encumbrances; and (c) each Corporation Share outstanding (other than (i) Corporation Shares held by Brookfield~~Control shall have occurred prior to the Acquisition Date, the Per Share Consideration), which Purchaser Share Consideration or ~~any of their affiliates (which shall not be acquired under the Arrangement and shall remain outstanding as a Corporation~~ Per Share ~~held by Brookfield, the Purchaser or such affiliate~~Consideration, 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))applicable, shall be ~~transferred and deemed to be transferred by~~ paid in accordance with the ~~holder thereof, without any further act or formality on its part, free and clear~~ provisions of ~~all liens, claims and encumbrances, to the Applicable Purchaser, in exchange for a payment in cash equal to the Consideration~~Article 5, and ~~the name~~ upon such transfer: (A) each such former holder of such ~~holder~~ transferred Company Subordinate Voting Shares shall be removed from the Company’s securities register ~~of holders of Corporation~~ for the Company Subordinate Voting Shares~~, and, with respect to Corporation Shares elected to be transferred to the Purchaser,~~ ; (B) the Purchaser shall be ~~recorded~~ entered in the Company’s central securities register for the Company Subordinate Voting Shares as the ~~registered~~ legal owner of such transferred Company Subordinate Voting Shares; and (C) each such former holder of such transferred Company Subordinate Voting Shares shall, subject to Section 5.1, be entered in the ~~Corporation~~ Purchaser’s securities register for the Purchaser Shares in respect of the Consideration Shares issued to such holder pursuant to this Section 3.1(h)(v), or, to the extent applicable, in the securities register of the issuer of any Alternate Consideration that such former holder of Company Subordinate Voting Shares is entitled to receive in lieu of the Consideration Shares; (vi) each Eligible Company Canadian Shareholder shall be entitled to make a tax election, pursuant to subsection 85(1) or 85(2) of the Tax Act, as applicable (and the analogous provisions of provincial income tax law). The Purchaser shall make available on the Purchaser’s website tax election forms required under the Tax Act within 60 days of the Acquisition Date. Any Eligible Company Canadian Shareholder who wants to make such election and otherwise qualifies to make such election may do so by providing to the Purchaser two signed copies of the necessary election forms within 120 days following the Acquisition Date, duly completed with the details of the number of Company Subordinate Voting Shares transferred and the applicable agreed amount or amounts for the purposes of such election. Thereafter, subject to the election forms complying with the provisions of the Tax Act (or applicable provincial or territorial income tax law), the forms will be signed by the Purchaser and returned to such Eligible Company Canadian Shareholder by ordinary mail within 30 days after the receipt thereof by the Purchaser for filing with the Canada Revenue Agency (or the applicable provincial or territorial taxing authority). The Purchaser will not be responsible for the proper completion of any election form and, except for the obligation of the Purchaser to so sign and return duly completed election forms which are received by the Purchaser within 120 days following the Acquisition Date. The Purchaser will not be responsible for any taxes, interest or penalties resulting from the failure by an Eligible Company Canadian Shareholder to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial or territorial legislation). In its sole discretion, the Purchaser may choose to sign and return an election form received by it more than 120 days following the Acquisition Date, but the Purchaser will have no obligation to do so; (vii) Purchaser Subco shall merge with and into the Company (the “Merger”) and be one corporate entity with the same effect as if they had amalgamated under Section 269 of the BCBCA, except that the legal existence of the Company shall not cease and the Company shall survive the Merger (the Company, as such surviving entity (“Mergeco”), notwithstanding the issue by the Registrar of a certificate of amalgamation and the assignment of a new incorporation number to Mergeco. The Merger, together with the transactions described in this Section 3.1(h)(i) through (h)(x) is intended to qualify as a reorganization within the meaning of sections 368(a)(1)(A) and 368(a)(2)(E) of the U.S. Tax Code for all United States federal income tax purposes, and the Amalgamation is intended to qualify as an amalgamation as defined in subsection 87(9) of the Tax Act, and upon the Merger becoming effective: (A) without limiting the generality of the foregoing, the Company shall survive the Merger as Mergeco; (B) the properties, rights and interests and obligations of the Company shall continue to be the properties, rights and interests and obligations of Mergeco, and the Merger shall not constitute an assignment by operation of law, a transfer or any other disposition of the property, rights and interests of the Company to Mergeco; (C) the separate legal existence of Purchaser Subco shall cease without Purchaser Subco being liquidated or wound up, and the property, rights and interests and obligations of Purchaser Subco shall become the property, rights and interests and obligations of Mergeco; (D) Mergeco shall continue to be liable for the obligations of each of the Company and Purchaser Subco; (E) the Notice of Articles and Articles of Mergeco shall be the same as the Notice of Articles and Articles of the Company, as altered in accordance with Section 3.1(e); (F) each Company Subordinate Voting Share held by a Company Non-Canadian Shareholder immediately following the exchange in Section 3.1(h)(iii) (which, for the avoidance of doubt, shall include any Company Subordinate Voting Shares received by such Call Option Grantor upon the exchange in Section 3.1(h)(i)) shall, in accordance with the Purchaser Call Option, be transferred, and shall be deemed to be transferred, by the holder thereof to the Purchaser for the Purchaser Share Consideration (or, in the event a Purchaser Change of Control shall have occurred prior to the Acquisition Date, the Per Share Consideration), which Purchaser Share Consideration or Per Share Consideration, as applicable, shall be paid in accordance with the provisions of Article 5, and each such former holder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer such Company Subordinate Voting Shares in accordance with this Section 3.1(h)(vii)(F), and upon such transfer: (I) each such former holder of such transferred Company Subordinate Voting Shares shall be removed from the Company’s central securities register for the Company Subordinate Voting Shares; (II) the Purchaser shall be entered in Mergeco’s central securities register for the Mergeco Subordinate Voting Shares as the legal ~~and beneficial~~ owner ~~thereof~~of such transferred Company Subordinate Voting Shares; and (III) each such former holder of such transferred Company Subordinate Voting Shares shall, ~~free and clear~~ subject to Section 5.1, be entered in the Purchaser’s securities register for the Purchaser Shares in respect of the Consideration Shares issued to such holder pursuant to this Section 3.1(h)(vii)(F), or, to the extent applicable, in the securities register of the issuer of any ~~liens~~Alternate Consideration that such former holder of Company Subordinate Voting Shares is entitled to receive in lieu of the Consideration Shares; (G) each Purchaser Subco Share outstanding immediately prior to the Merger shall be exchanged for Mergeco Subordinate Voting Shares on the basis of one Mergeco Subordinate Voting Share for each Purchaser Subco Share; (H) in consideration for the Purchaser issuing Consideration Shares to the Company Non-Canadian Shareholders in accordance with Section 3.1(h)(vii)(F), ~~claims or encumbrances.~~Mergeco shall issue to the Purchaser one Mergeco Subordinate Voting Share for each Purchaser Share issued by the Purchaser to the C

Appears in 1 contract

Sources: Arrangement Agreement (Canopy Growth Corp)

Appears in 1 contract

Sources: Arrangement Agreement

Arrangement. ~~Commencing at~~ At the Effective ~~Time,~~ Time each of the following events ~~or transactions~~ 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 five minute intervals starting at the ~~following sequence~~ Effective Time: (a) notwithstanding the terms of the Rights Plan, the Rights Plan shall be terminated and all rights issued pursuant to the Rights Plan shall be cancelled without any payment in respect thereof; (b) each Common Share outstanding immediately prior to the Effective Time held by a Company Shareholder in respect of which Dissent Rights have been validly exercised and have not been withdrawn or deemed to have been withdrawn shall be deemed to have been transferred 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~~ Purchaser, free and clear of ~~all liens~~any Liens, ~~claims~~ in consideration for a debt claim against the Purchaser in an amount and ~~encumbrances~~payable in accordance with Article 3, and: (i) such Company Shareholder will cease to be the holder of such Dissenting Shares and ~~each Dissenting Shareholder shall~~ will cease to have any rights as ~~a Corporation Shareholder~~ holder of such Common Shares other than the right to be paid ~~the~~ fair value for such Dissenting Shares as set out in Section 3.1(a); (ii) such Company Shareholder’s name will be removed as the registered holder of ~~their Corporation~~ such Dissenting Shares from the registers of Common Shares maintained by or on behalf of the Company; and (iii) the Purchaser will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens. (c) each Common Share outstanding immediately prior to the Effective Time (other than any Common Share in respect of which a Company Shareholder has validly exercised, and has not withdrawn or been deemed to have withdrawn, its Dissent Right, and Common Shares held by the ~~Corporation~~ Purchaser or any Affiliate thereof) shall be transferred to, and acquired by the Purchaser, without any further act or formality on the part of the holder of such Common Share or the Purchaser, free and clear of all Liens, in ~~accordance with Article 4 hereof~~exchange for the Consideration, and the name of each such ~~holder shall~~ Company Shareholder will be removed from the register of holders of ~~Corporation Shares,~~ Common 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~~ added 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~~Purchaser Shares, and the Purchaser ~~shall~~ will be recorded as the registered holder of ~~the Qualifying Holdco~~ such Common Shares so ~~transferred~~ exchanged and ~~shall~~ will be deemed to be the legal and beneficial owner thereof; (d) each Company Option which is outstanding and which has not been duly exercised prior to the Effective Time, ~~free~~ notwithstanding the terms of the Company Stock Option Plan, without any further action by or on behalf of a Company Optionholder, be deemed to be assigned and ~~clear~~ transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount by which $9.40 exceeds the exercise price of such Company Option less applicable withholdings, and such Company Option shall immediately be cancelled and, for greater certainty, where such amount is a negative, neither the Company nor the Purchaser shall be obligated to pay the Company Optionholder any ~~liens~~amount in respect of such Company Option, ~~claims~~ and the Company Stock Option Plan will terminate and none of the former Company Optionholders, the Parties or ~~encumbrances~~any of their respective successors or assigns shall have any rights, liabilities or obligations in respect of the Company Options or the Company Stock Option Plan; and (ce) ~~each Corporation Share outstanding (other than (i) Corporation Shares held by Brookfield~~notwithstanding any vesting or exercise provisions to which a Company RSU might otherwise be subject, 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and Effective Date shall be deemed to be the ~~legal~~ Redemption Date (as defined in the Company RSU Plan) for all of the then issued and ~~beneficial owner thereof~~outstanding Company RSUs, ~~free~~ and ~~clear~~ each such Company RSU will be redeemed for two Purchaser Shares plus $0.001 in cash (less any applicable withholding), and thereafter the Company RSU Plan will terminate and none of the former holders of Company RSUs, the Parties or any ~~liens~~of their respective successors or assigns shall have any rights, ~~claims~~ liabilities or ~~encumbrances~~obligations in respect of the Company RSU Plan.

Appears in 1 contract

Sources: Arrangement Agreement (Nevsun Resources LTD)

Appears in 1 contract

Sources: Arrangement Agreement (Transglobe Energy Corp)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur sequentially, in two-minute intervals, in the following ~~sequence~~ order and without any further authorization, act or ~~formality~~formality unless stated otherwise: (a) each ~~outstanding Corporation~~ Company Common Share held by a Dissenting ~~Shareholder~~ Holders in respect of which Dissent Rights have been validly exercised 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 been transferred by the holder thereof, without any further act or formality on its part, free and clear of all ~~liens, claims and encumbrances~~Liens, to the ~~Applicable Purchaser~~Company for cancellation in consideration for a claim against the Company for the amount determined under Article 3, and: (i) such Dissenting Holders shall cease to be the holders of such Company Common Shares and to have any rights as holders of such Company Common Shares other than the right to be paid fair value for such Company Common Shares as set out in Section 3.1; and (ii) such Dissenting Holders’ names shall be removed as the holders of such Company Common Shares from the registers of Company Common Shares maintained by or on behalf of the Company and such Company Common Shares shall be cancelled and cease to be outstanding; (b) each Company Common Share outstanding, other than Company Common Shares held by a Dissenting Holder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Company Common Shares, be deemed to be assigned and transferred by the holders thereof to the Purchaser (free and clear of all Liens) in exchange for ~~a payment~~ the Consideration for each Company Common Share held, and: (i) the holders of such Company Common Shares shall cease to be the holders of such Company Common Shares and to have any rights as holders of such Company Common Shares other than the right to be paid the Consideration per Company Common Share in ~~cash equal to the Consideration, and~~ accordance with this Plan of Arrangement; (ii) the name of each such holder shall be removed as the holder of such Company Common Shares from the ~~register~~ registers of ~~holders~~ Company Common Shares maintained by or on behalf of ~~Corporation Shares,~~ the Company; and~~, with respect to Corporation Shares elected to be transferred to the Purchaser,~~ (iii) the Purchaser ~~shall be recorded as the registered holder of the Corporation Shares so transferred and~~ shall be deemed to be the ~~legal and beneficial owner thereof,~~ transferee of such Company Common Shares (free and clear of all Liens) and shall be entered in the registers of Company Common Shares maintained by or on behalf of the Company. (c) the stated capital of the issued and outstanding shares issued by the Company shall be reduced to an aggregate of $1.00 without any ~~liens~~repayment of capital in respect thereof; (d) the Purchaser and the Company shall merge (the “Amalgamation”) to form one corporate entity (“Purchaser Amalco”) with the same effect as if they had amalgamated under Section 269 of the BCBCA, ~~claims~~ except that the legal existence of the Purchaser shall not cease and the Purchaser shall survive the merger as Purchaser Amalco and, for the avoidance of doubt, the Amalgamation, together with the transactions described in Sections 2.3(b) and (c), is intended to constitute a single integrated transaction, qualifying as a reorganization within the meaning of Section 368(a)(1)(A) of the Code for all United States federal income tax purposes, and the Amalgamation is intended to qualify as an amalgamation as defined in subsection 87(1) of the Tax Act, and without limiting the generality of the foregoing, upon and as a consequence of the Amalgamation: (i) the separate legal existence of the Company shall cease without the Company being liquidated or ~~encumbrances~~wound up and the Purchaser and the Company shall continue as one company and the property, rights, interests and obligations of the Company shall become the property, rights, interests and obligations of Purchaser Amalco; (ii) the properties, rights, interests and obligations of the Purchaser shall continue to be the properties, rights, interests and obligations of Purchaser Amalco, and the Amalgamation shall not constitute an assignment by operation of law, a transfer or any other disposition of the properties, rights and interests of the Purchaser to Purchaser Amalco; (iii) Purchaser Amalco will own and hold the property of the Purchaser and the Company and, without limiting the provisions hereof, all rights of creditors or others of the Purchaser and the Company will be unimpaired by the Amalgamation, and all liabilities and obligations of the Purchaser and the Company, whether arising by contract or otherwise, may be enforced against Purchaser Amalco to the same extent as if such obligations had been incurred or contracted by Purchaser Amalco; (iv) Purchaser Amalco will continue to be liable for all of the liabilities and obligations of the Purchaser and the Company; (v) all rights, contracts, permits and interests of the Purchaser and the Company will continue as rights, contracts, permits and interests of Purchaser Amalco as if the Purchaser and the Company continued and, for greater certainty, the Amalgamation will not constitute a transfer or assignment of the rights or obligations of either the Purchaser or the Company under any such rights, contracts, permits and interests; (vi) any existing cause of action, claim or liability to prosecution will be unaffected; (vii) a civil, criminal or administrative action or proceeding pending by or against either the Purchaser or the Company may be continued by or against Purchaser Amalco; (viii) a conviction against, or ruling, order or judgment in favour of or against either the Purchaser or the Company may be enforced by or against Purchaser Amalco; (ix) each issued and outstanding share of each class of Purchaser Shares shall become a share of the same class of shares of Purchaser Amalco having the same terms and conditions as such Purchaser Shares had immediately prior to the Amalgamation (“Purchaser Amalco Shares”) and all of the issued and outstanding shares of the Company will be cancelled without repayment of capital in respect thereof; (x) the name of Purchaser Amalco shall be Planet 13 Holdings Inc.; (xi) Purchaser Amalco shall be authorized to issue an unlimited number of class A restricted voting shares and common shares each without par value; (xii) the articles and notice of articles of Purchaser Amalco shall be in the form of the articles and notice of articles of the Purchaser; (xiii) the first annual general meeting of Purchaser Amalco or resolutions in lieu thereof shall be held within 18 months from the Effective Date; (xiv) the first directors of Purchaser Amalco following the amalgamation shall be the then current Purchaser directors; and (xv) the stated capital of each class of shares of Purchaser Amalco will be an amount equal to the stated capital attributable to the corresponding class of Purchaser Shares immediately prior to the Amalgamation; and (e) Upon and simultaneously with the immediately preceding step, each Company Option that is outstanding immediately prior to the Effective Time (whether vested or unvested) will cease to represent an option or other right to acquire Company Common Shares and will be exchanged for an option (a “Replacement Option”) to purchase from the Purchaser Amalco such number of Purchaser Amalco Shares, in each case equal to (A) that number of Company Common Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of Purchaser Amalco Shares at an exercise price per Purchaser Amalco Share equal to the quotient determined by dividing: (X) the exercise price per Company Common Share at which such Company Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent. All other terms and conditions of such Replacement Option, including the term to expiry, vesting, conditions to and manner of exercising, will be the same as the Company Option for which it was exchanged except that notwithstanding the foregoing, the Replacement Options shall be subject to the terms and conditions of the Purchaser Amalco’s stock option plan in effect at the applicable time; and further, notwithstanding the foregoing, in the case of Company Optionholders who are United States persons under Section 7701(a)(30) of the Code, such Replacement Options must comply with the requirements for substitution under section 409A of the Code and Treasury Regulations at 1.409A-1(b)(5)(v)(D). Notwithstanding the foregoing, if it is determined in good faith that: (I) the excess of the aggregate fair market value of the Purchaser Amalco Shares subject to a Replacement Option, determined immediately after the effective time of this Section 2.3(e), over the aggregate option exercise price for such Purchaser Amalco Shares pursuant to such Replacement Option (such excess referred to as the “In the Money Amount” of the Replacement Option) would otherwise exceed (II) the excess of the aggregate fair market value of the Company Common Shares subject to the Company Option in exchange for which the Replacement Option was granted, determined immediately prior to the effective time of this Section 2.3(e), over the aggregate option exercise price for the Company Common Shares pursuant to such Company Option (such excess referred to as the “In the Money Amount” of the Company Option), the previous provisions shall be modified so that the In the Money Amount of the Replacement Option does not exceed the In the Money Amount of the Company Option in accordance with subsection 7(1.4) of the Tax Act and to the extent applicable, Section 409A of the Code, but only to the extent necessary and in a manner that does not otherwise (except to the extent necessary to comply with subsection 7(1.4) of the Tax Act and Section 409A of the Code) adversely affect the holder of the Replacement Option.

Appears in 1 contract

Sources: Arrangement Agreement (Planet 13 Holdings Inc.)

Arrangement. 3.1 Commencing at the Effective Time, the following ~~events or~~ transactions ~~shall~~ will occur and ~~shall~~ will be deemed to occur at the times and in the ~~following sequence~~ order set out below without any further authorization, act or ~~formality~~formality required on the part of any Person, except as otherwise expressly provided herein: (a) at the Effective Time: (i) each ~~outstanding Corporation~~ Company Share held by a Company Shareholder (other than a Dissenting ~~Shareholder shall be deemed~~ Shareholder) immediately prior to the Effective Time will be transferred ~~by the holder thereof~~ and assigned to ~~the Corporation~~ Buyer free and clear of all ~~liens, claims and encumbrances, and each Dissenting~~ Liens without any further action by or on behalf of such Company Shareholder in consideration for the Exchange Consideration on the basis of the Exchange Ratio (provided that it shall be a condition to a Company Shareholder’s entitlement to receive the Exchange Consideration that such Company Shareholder shall have duly executed and delivered the Letter of Transmittal and all documents and instruments contemplated therein); (ii) each Company Shareholder (other than a Dissenting Shareholder) will cease to have any rights as a ~~Corporation Shareholder~~ holder of Company Shares other than the right to receive (A) the consideration contemplated by Section 3.1(a)(i), and (B) any dividends and other distributions payable in respect of Company Shares as of the Effective Time, to the extent applicable, in each case less any amounts required to be ~~paid the fair value of their Corporation Shares by the Corporation~~ withheld in accordance with ~~Article 4 hereof~~Section 6.2, ~~and~~ as applicable; (iii) the name of ~~such holder shall~~ each Company Shareholder (other than a Dissenting Shareholder) will be removed as the registered holder of Company Shares from the applicable central securities register of ~~holders~~ Company maintained by or on behalf of ~~Corporation Shares, and such Corporation Shares shall be cancelled;~~Company; and (biv) 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 Buyer will be recorded as the registered holder of ~~the Qualifying Holdco~~ Company Shares so transferred and ~~shall~~ acquired in accordance with this Section 3.1(a) and will 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, thereof free and clear of all ~~liens~~Liens; (b) one minute after the steps in Section 3.1(a): (i) each Company Share held by a Dissenting Shareholder will be deemed to be transferred and assigned by such Dissenting Shareholder to Company free and clear of all Liens, ~~claims~~ in accordance with, and ~~encumbrances~~for the consideration contemplated in, Article 4; (ii) each Dissenting Shareholder will cease to have any rights as a holder of Company Shares other than the right to receive (A) the consideration contemplated by Article 4, and (B) any dividends and other distributions payable in respect of Company Shares held by such Dissenting Shareholder as of the Effective Time, to the ~~Applicable Purchaser~~extent applicable, in ~~exchange for a payment~~ each case less any amounts required to be withheld in ~~cash equal~~ accordance with Section 6.2, as applicable; (iii) each Dissenting Shareholder shall be deemed to ~~the Consideration~~have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each Company Share held by such Dissenting Shareholder; and (iv) the name of ~~such holder shall~~ each Dissenting Shareholder will be removed ~~from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded~~ as the registered holder of Company Shares from the ~~Corporation~~ applicable central securities register of Company maintained by or on behalf of Company, and such Company Share shall thereupon be cancelled; (c) one minute after the steps in Section 3.1(b): (i) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested), will be exchanged for an option issued under the Buyer Plan (the “Replacement Option”) (subject to the same term and vesting conditions, if applicable) to acquire that number of Buyer Ordinary Shares ~~so transferred~~ (in the form of Buyer ADSs) equal to (A) the Exchange Ratio multiplied by (B) the number of Company Shares subject to such Company Option immediately prior to the Effective Time and with an exercise price per Buyer Ordinary Share (rounded to the nearest whole cent) equal to (X) the exercise price per Company Share purchasable pursuant to such Company Option divided by (Y) the Exchange Ratio, and in a manner intended to comply with the requirements of Section 409A of the Code and subsection 7(1.4) of the Tax Act (provided that the exercise of the Replacement Options shall be conditional upon the holder of the Replacement Option executing an instrument providing the same covenants, agreements and undertakings in respect of the securities issuable on the exercise of the Replacement Options as those contained in the Letter of Transmittal, which instrument shall be in a form reasonably acceptable to Buyer). Notwithstanding the foregoing, if required to comply with subsection 7(1.4) of the Tax Act, the exercise price for each Buyer Ordinary Share under each Replacement Option will be increased such that (i) the excess (if any) of the aggregate fair market value of the Buyer Ordinary Shares underlying a holder's Replacement Option immediately following the exchange over (ii) the aggregate exercise price of such Replacement Option otherwise determined does not exceed (iii) the excess (if any) of the aggregate fair market value of the Company Shares underlying the holder's corresponding Company Option immediately before the exchange over (iv) the aggregate exercise price of such Company Option, which adjustment will be made nunc pro tunc; (ii) each holder of Company Options will cease to have any rights as a holder of Company Options other than the right to receive the Replacement Option; (iii) the name of each holder of Company Options will be removed as the registered holder of Company Options from the applicable register of Company maintained by or on behalf of Company and added as a registered holder of Replacement Options under the Buyer Plan on the applicable register of Buyer maintained by or on behalf of Buyer (subject to the condition set out in Section 3.1(c)(i)); and (iv) any document previously evidencing Company Options will thereafter evidence and be deemed to evidence the Replacement Options and no certificates evidencing the Replacement Options shall be required to be issued and the ~~legal~~ Replacement Options shall be governed by and ~~beneficial owner thereof~~be subject to the Buyer Plan, ~~free~~ other than as amended hereby; and (d) one minute after the steps in Section 3.1(c): (i) in accordance with the terms and ~~clear~~ conditions of each Company Warrant outstanding immediately prior to the Effective Time (whether vested or unvested), upon due exercise of the Company Warrants and for the same aggregate consideration payable thereupon, the holder thereof shall be entitled to receive, in lieu of Company Shares, that number of Buyer Ordinary Shares (in the form of Buyer ADSs) which such Company Warrantholder would have been entitled to if the Company Warrant had been exercised prior to the Effective Time and such Company Share(s) had been exchanged as contemplated in Section 3.1(a) (provided that the exercise of the Company Warrants shall be conditional upon the holder of the Company Warrant executing an instrument providing the same covenants, agreements and undertakings in respect of the securities issuable on the exercise of the Company Warrants as those contained in the Letter of Transmittal, which instrument shall be in a form reasonably acceptable to Buyer); (ii) each holder of Company Warrants will cease to have any rights as a holder of Company Warrants to acquire Company Shares and instead will be entitled to receive the consideration contemplated by Section 3.1(d)(i) upon due exercise of such Company Warrants; (iii) except as otherwise provided for in this Section 3.1(d), each Company Warrant shall continue to be governed by and be subject to the terms of the certificates representing the Company Warrants; and (iv) the foregoing will not result in a novation of the Company Warrants or the creation of new warrants, and no holder of Company Warrants will be considered to have disposed of such warrants as a result of the foregoing for any purpose. 3.2 The Consideration payable to holders of the Affected Securities pursuant to Section 3.1 will be adjusted to reflect fully the effect of any ~~liens~~stock split, ~~claims~~ reverse split, dividend (including any dividend or ~~encumbrances~~distribution of securities convertible into Company Shares), consolidation, reorganization or recapitalization with respect to Company Shares effected in accordance with the terms of the Arrangement Agreement occurring after the date of the Arrangement Agreement and prior to the Effective Time.

Appears in 1 contract

Sources: Arrangement Agreement (Midatech Pharma PLC)

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~~ Company Share held by a Dissenting ~~Shareholder~~ Shareholders shall be deemed to be have been transferred by the holder thereof to the ~~Corporation~~ Buyer free and clear of all ~~liens, claims and encumbrances,~~ Liens and each Dissenting Shareholder shall cease to have any rights as a ~~Corporation~~ Company Shareholder other than the right to be paid the fair value of their ~~Corporation~~ Company Shares by the ~~Corporation~~ Buyer in accordance with ~~Article 4 hereof,~~ ARTICLE III and the name of such holder shall be removed from the register of holders of ~~Corporation Shares, and such Corporation~~ Company 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~~ Buyer shall be recorded as the registered holder of the ~~Qualifying Holdco~~ Company 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~~Liens; (cb) ~~each Corporation Share outstanding~~ the Company and Subco will be amalgamated under Division 5 of Part 9 of the BCBCA and continue as one company (~~other than~~ “Amalco”) as if they were amalgamated under section 276 of the BCBCA on the following terms and otherwise on the terms set out in this Plan of Arrangement and the Final Order implementing it: (i) ~~Corporation Shares held by Brookfield~~the name of the Amalco will be “Quadron Cannatech Corporation”; (ii) Amalco will have, as its notice of articles, the ~~Purchaser or any~~ notice of ~~their affiliates~~ articles of the Company in effect immediately before the Effective Date; (~~which shall not be acquired under the Arrangement and shall remain outstanding~~ iii) Amalco will have as ~~a Corporation Share held by Brookfield~~its articles, the ~~Purchaser~~ articles of the Company in effect immediately before the Effective Date; (iv) Amalco will become capable immediately of exercising the functions of an incorporated company; (v) Amalco will have the powers and obligations of a business corporation provided in the BCBCA; (vi) the number of directors of the Amalco will be set at one; (vii) the first director of the Amalco will be ▇▇▇▇ ▇▇▇▇▇▇; (viii) the property, rights and interests of each of Subco and the Company will continue to be the property, rights and interests of the Amalco; (ix) the registered office of the Amalco will be the registered office of the Buyer; (x) Amalco will continue to be liable for the obligations of each of Subco and the Company; (xi) an existing cause of action or claim by or against, or liability of, or legal proceeding being prosecuted by or against, either of Subco or the Company is unaffected by the amalgamation, and every such ~~affiliate~~action, claim, liability or legal proceeding will continue and may be pursued by or against the Amalco as the case may be); ; (iixii) ~~Corporation~~ every conviction against, or ruling, order or judgment in favour of or against either of the Subco and the Company may be enforced by or against the Amalco as the case may be; (xiii) the issued and outstanding Company Shares ~~held by Qualifying Holdcos, the Qualifying Holdco~~ and Subco 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, exchanged (free and clear of any ~~liens~~Liens) for Buyer Shares or converted into issued and outstanding Amalco Shares as follows: (A) each Company Share held by a Company Shareholder, ~~claims~~ other than a Dissenting Shareholder, shall be gangelled and the holder’s name shall be removed from Amalgo’s gentral segurities register, and in consideration therefor the holder thereof shall receive two Consideration Shares for each Company Share previously-held by such Company Shareholder, provided that no fractional Consideration Share shall be issued to a Company Shareholder pursuant to the exchange set out herein; (B) any Company Share held by a Dissenting Shareholder that is acquired by the Buyer pursuant to Section 3.01 hereof shall be converted, on a share for share basis, into Amalco Shares; (C) the Buyer shall receive one fully paid and non-assessable share in the capital of Amalco for each common share of Subco held by the Buyer immediately before the Effective Time, and all such common shares of Subco will be cancelled; (D) Amalco shall issue to the Buyer one common share in the capital of Amalco for each Consideration Share issued; and (E) the amount added to the capital of the Buyer shall be the paid-up capital (as that term is used for the purposes of the Tax Act) of the Company Shares (other than the Company Shares held by Dissenting Shareholders or ~~encumbrances~~the Buyer) immediately prior to the Effective Time.

Appears in 1 contract

Sources: Arrangement Agreement

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further act or formality: (a) each ~~outstanding Corporation~~ Mogo Share held by a Dissenting Shareholder in respect of which the Mogo Shareholder has validly exercised his, her or its Dissent Rights shall be ~~deemed~~ transferred and assigned by such Dissenting Shareholder to ~~be transferred by the holder thereof to the Corporation~~ Mogo (free and clear of ~~all~~ any liens, ~~claims~~ charges and ~~encumbrances~~encumbrances of any nature whatsoever) in accordance with, and for the consideration set forth in, Section 3.1; (b) with respect to each ~~Dissenting Shareholder~~ Mogo Share transferred and assigned in accordance with Section 2.4(a): (i) the registered holder thereof shall cease to ~~have any rights as a Corporation Shareholder other than~~ be the ~~right to be paid the fair value~~ registered holder of ~~their Corporation Shares by the Corporation in accordance with Article 4 hereof,~~ such Mogo Share and the name of such registered holder shall be removed from the register of ~~holders~~ Mogo Shareholders as of ~~Corporation Shares, and such Corporation Shares shall be cancelled~~the Effective Time; (bii) 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~~ thereof shall be deemed to ~~be the legal~~ have executed and ~~beneficial owner thereof~~delivered all consents, ~~free~~ releases, assignments and ~~clear of any liens~~waivers, ~~claims~~ statutory or ~~encumbrances~~otherwise, required to transfer and assign such Mogo Share; and (iii) such Mogo Shares will be cancelled by Mogo for no consideration; (c) Mogo and Difference SubCo shall merge to form one corporate entity ("Amalco") with the same effect as if they had amalgamated under Section 269 of the Business Corporations Act, and: (i) each ~~Corporation~~ Mogo Share ~~outstanding~~ (other than Mogo Shares held by Difference) shall be cancelled and the holder thereof shall be issued the Share Consideration in respect thereof; (ii) each Mogo Share held by Difference and each Difference SubCo Share shall be cancelled and the holder thereof shall be issued one (1) common share in the capital of Amalco in respect of each such share; and (iii) as consideration for the issuance by Difference of the Share Consideration described in Section 2.4(c)(i), Amalco shall issue to Difference one (1) common share in the capital of Amalco for each Difference Share issued pursuant to Section Section 2.4(c)(i); (d) without limiting the generality of Section 2.4(c), Mogo and Difference SubCo shall continue as one company and, from and after the Effective Date: (i) ~~Corporation Shares held~~ Amalco will own and hold the property of Mogo and Difference SubCo and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by ~~Brookfield~~such amalgamation, and all liabilities and obligations of Mogo and Difference SubCo, whether arising by contract or otherwise, may be enforced against Amalco to the ~~Purchaser~~ same extent as if such obligations had been incurred or ~~any of their affiliates (which shall not be acquired under the Arrangement and shall remain outstanding as a Corporation Share held~~ contracted by ~~Brookfield, the Purchaser or such affiliate, as the case may be);~~ it; (ii) ~~Corporation Shares held by Qualifying Holdcos~~Amalco will continue to be liable for all of the liabilities and obligations of Mogo and Difference SubCo; (iii) all rights, contracts, permits and interests of Mogo and Difference SubCo will continue as rights, contracts, permits and interests of Amalco as if Mogo and Difference SubCo continued and, for greater certainty, the ~~Qualifying Holdco~~ amalgamation will not constitute a transfer or assignment of the rights or obligations of either of Mogo or Difference SubCo under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) a civil, criminal or administrative action or proceeding pending by or against either Mogo or Difference SubCo may be continued by or against Amalco; (vi) a conviction against, or ruling, order or judgment in favour of or against either Mogo or Difference SubCo may be enforced by or against Amalco; (vii) the name of Amalco shall be "Mogo Finance Technology Inc."; (viii) Amalco shall be authorised to issue an unlimited number of common shares without par value; (ix) the articles and notice of articles of Amalco shall be substantially in the form of the articles and notice of articles of Mogo; (x) the first directors of Amalco following the amalgamation shall be the same as the directors of Difference at the Effective Time; (xi) the stated capital of the common shares of Amalco will be an amount equal to the total of: (A) the aggregate paid-up capital (as such term is defined in the ITA) of the Mogo Shares ~~of which are acquired by the Purchaser pursuant to Section 3.1(b~~described in Sections 2.4(c)(i) and 2.4(c)(ii) (which ~~shall~~ in each case, for greater certainty, does not ~~be acquired under~~ include any paid-up capital attributable to the ~~Arrangement and shall remain outstanding as Corporation~~ Mogo Shares ~~held by such Qualifying Holdco); and (iii) Corporation Shares acquired by the Purchaser pursuant to~~ described in Section ~~3.1(a~~2.4(a)), and (B) the aggregate paid-up capital (as such term is defined in the ITA) of the Difference SubCo Shares described in Section 2.4(c)(ii), in each case as of the time; and (xii) there 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,~~ added to the ~~Applicable Purchaser, in exchange for a payment in cash~~ stated capital of the Difference Shares an amount equal to the ~~Consideration~~paid-up capital (as such term is defined in the ITA) of the Mogo Shares described in Section 2.4(c)(i) (which, ~~and the name of such holder shall be removed from the register of holders of Corporation Shares~~for greater certainty, ~~and, with respect to Corporation Shares elected to be transferred~~ does not include any paid-up capital attributable to the ~~Purchaser,~~ Mogo Shares described in Section 2.4(a)); and (e) the ~~Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred~~ exchanges and ~~shall~~ cancellations provided for in this Section 2.4 will be deemed to occur on the Effective Date, notwithstanding certain procedures related thereto may not be completed until after the ~~legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~Effective Date.

Appears in 1 contract

Sources: Arrangement Agreement (Mogo Finance Technology Inc.)

Arrangement. Commencing at the Effective Time, the following events or transactions shall occur sequentially in the order set out below and ~~shall~~ will 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 required on the part of any Person, except as otherwise provided herein: (a) the Company shall pay all accrued and unpaid interest under the Brookfield Existing Loan in cash to Brookfield; (b) all amounts owing to Brookfield under the Brookfield Existing Loan shall be, and shall be deemed to be, irrevocably, finally and fully settled and extinguished by the issuance by the Company to Brookfield of 18,214,401,868 Common Shares. The Common Shares issued pursuant to this Section 2.2(b) shall be, and shall be deemed to be, received in full and final settlement, extinguishment, discharge and release of the Brookfield Existing Loan and all Claims relating thereto; (c) the Company shall pay the Debentures Interest in cash to the applicable Indenture Trustee or its ~~part~~nominee, as registered holder of the global notes and on behalf of all Debentureholders, and such Indenture Trustee shall pay (or cause to be paid) the Debentures Interest to the Debentureholders pursuant to standing instructions and customary practices, without abatement or rights of setoff or counterclaim of any nature; (d) the Debentures shall be, and shall be deemed to be, irrevocably, finally and fully settled and extinguished by the issuance by the Company to the Debentureholders of 1,187,895,774 Common Shares, with each Debentureholder being entitled to receive its Debentureholder’s Pro Rata Share of such Common Shares in full and final settlement of and in exchange for the Debentures. The Common Shares issued pursuant to this Section 2.2(d) shall be, and shall be deemed to be, received in full and final settlement, extinguishment, discharge and release of the Debentures, the Indentures, all Entitlements relating to the Debentures and the Indentures and all other Debentureholders’ Claims; (e) notwithstanding any vesting provisions to which an RSU might otherwise be subject, (i) each RSU issued and outstanding at the Effective Time, whether or not vested, will be transferred to the Company without any action on behalf of the respective holders thereof, free and clear of all liens, ~~claims~~ charges, encumbrances and ~~encumbrances~~any other rights of others, and in exchange therefor, the Company shall issue to the ~~Purchaser, in accordance with the applicable Holdco Agreement, in exchange for a payment in cash equal~~ holder such number of Common Shares as were subject to the ~~Holdco Share Consideration, and~~ RSU immediately prior to 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 encumbrancesEffective Time; and (cii) ~~each Corporation Share~~ the RSU Plan will be terminated and the Company will have no liabilities or obligations with respect to the RSU Plan; (f) the Common Shares then issued and outstanding will be consolidated, such that every 400 Common Shares shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one new Common Share; (~~other than~~ g) notwithstanding any vesting or exercise provisions to which an Option might otherwise be subject: (i) ~~Corporation Shares held by Brookfield~~each Option issued and outstanding at the Effective Time, ~~the Purchaser~~ whether or ~~any of their affiliates (which shall~~ not ~~be acquired under the Arrangement and shall remain outstanding as a Corporation Share held by Brookfield~~vested, 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 will be transferred ~~and deemed~~ to ~~be transferred by~~ the ~~holder thereof,~~ Company without any ~~further act or formality~~ action on ~~its part~~behalf of the respective holders thereof, free and clear of all liens, ~~claims~~ charges, encumbrances and ~~encumbrances, to the Applicable Purchaser, in exchange for a payment in cash equal to the Consideration~~any other rights of others, and such Option will be cancelled by the ~~name~~ Company without payment of ~~such holder shall~~ any consideration; and (ii) the Stock Option Plan will be ~~removed from~~ terminated and the ~~register of holders of Corporation Shares, and,~~ Company will have no liabilities or obligations with respect to ~~Corporation Shares elected to~~ the Stock Option Plan; (h) each outstanding Warrant held by a Warrantholder will be transferred to the ~~Purchaser, the Purchaser shall be recorded as the registered holder~~ Company without any action on behalf of the ~~Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof~~respective Warrantholders, free and clear of ~~any~~ all liens, ~~claims or encumbrances~~charges, encumbrances and any other rights of others, and such Warrant will be cancelled by the Company without payment of any consideration; (i) Newco shall assign, transfer and convey all of its right, title and interest of Newco in and to all of its undertaking, property and assets to its sole shareholder and its sole shareholder shall assume all debts, obligations and liabilities of Newco and Newco shall then be dissolved; (j) on the Rights Issuance Date, the Company shall issue to each holder of record of Common Shares in an Eligible Jurisdiction as of the close of business on the Rights Offering Record Date 1 Right for each Common Share held; (k) on the Rights Expiry Date, the Company shall issue Common Shares to each holder of Rights in respect of the due exercise of the Rights and receipt of payment therefor; and (l) if any of the Rights remain unexercised at the Rights Expiry Time, the Company shall issue the Backstopped Shares to Brookfield upon the purchase of Common Shares by Brookfield pursuant to the Backstop Commitment and receipt of payment therefor.

Appears in 1 contract

Sources: Arrangement Agreement (North American Palladium LTD)

Arrangement. Commencing at the Effective ~~Time,~~ Time each of the following events ~~or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ sequentially as set out below at five (5) minute intervals (unless otherwise noted) without any further authorization, act or formality: (a) each ~~outstanding Corporation~~ Company Option will become fully vested and exercisable, and each Company Option that has not been exercised to acquire a Share prior to the Effective Time shall be deemed to have been cancelled without any further act or formality by the Company in exchange for an amount equal to the sum of the Option Value and the Per Security Amount (together, the “Option Consideration”); (b) each of the Shares held by Dissenting Holders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality to the Buyer (free and clear of all Liens) in consideration for a debt claim against the Buyer for the amount determined under Article 3, and: (i) such Dissenting ~~Shareholder~~ Holders shall cease to be the holders of such Shares, as applicable, and to have any rights as holders of such Shares, other than the right to be paid fair value for such Shares, as applicable, as set out in Section 3.1; (ii) such Dissenting Holders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Company; and (iii) the Buyer shall be deemed to be ~~transferred by~~ the ~~holder thereof to the Corporation~~ transferee of such Shares free and clear of all ~~liens, claims and encumbrances~~Liens, and shall be entered in the register of Shares maintained by or on behalf of the Company; (c) the Company shall distribute without any further act or formality by way of return of the stated capital of the Shares, an amount equal to the product of the Per Security Amount multiplied by the number of Shares outstanding; (d) the Inmarsat Number of Shares held by Inmarsat immediately prior to the Effective Time shall, without further action by or on behalf of Inmarsat, be deemed to be assigned and transferred by Inmarsat to the Buyer (free and clear of all Liens) in exchange for a promissory note of Buyer in the amount of $7,500,000 (the “Inmarsat Note”) plus, in respect of each ~~Dissenting Shareholder~~ Share forming part of the Inmarsat Number of Shares, (A) the Pro Rata Share of such amount, if any, determined to be paid by the Buyer pursuant to Section 2.4, and (B) the Pro Rata Share of any distribution to the Shareholders from the Escrow Accounts in accordance with the terms and conditions of the Escrow Agreement (the “Inmarsat Consideration”), and: (i) Inmarsat shall cease to be the holder thereof and to have any rights as a ~~Corporation Shareholder~~ holder of such Shares other than the right to be paid the ~~fair value of their Corporation Shares by the Corporation~~ Inmarsat Consideration in accordance with ~~Article 4 hereof, and the name~~ this Plan of ~~such holder~~ Arrangement; (ii) Inmarsat shall be removed from the register of ~~holders~~ the Shares maintained by or on behalf of ~~Corporation~~ the Company in respect of such Shares~~, and such Corporation Shares~~ ; and (iii) the Buyer 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,~~ transferee of such Shares (free and clear of all ~~liens, claims~~ Liens) and ~~encumbrances,~~ shall be entered in the register of the Shares maintained by or on behalf of the Company. (e) each Share outstanding immediately prior to the ~~Purchaser~~Effective Time, other than (i) Shares held by a Dissenting Holder who has validly exercised such holder’s Dissent Right, and (ii) the Shares acquired by Buyer from Inmarsat pursuant to Section 2.3(d) above shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Buyer (free and clear of all Liens) in exchange for (A) an amount equal to the Pro Rata Share of the amount paid to the Shareholders’ Representative pursuant to Section 1.9(c)(ii) of the Arrangement Agreement, (B) the Pro Rata Share of such amount, if any, determined to be paid by the Buyer pursuant to Section 2.4, and (C) the Pro Rata Share of any distribution to the Shareholders from the Escrow Accounts in accordance with the ~~applicable Holdco Agreement, in exchange for a payment in cash equal to~~ terms and conditions of the ~~Holdco~~ Escrow Agreement (the “Per Share Consideration”), ~~and~~ and: (i) the ~~name~~ holders of such ~~holder~~ Shares shall cease to be the holders thereof and to have any rights as holders of such Shares other than the right to be paid the Per Share Consideration in accordance with this Plan of Arrangement; (ii) such holders’ names shall be removed from the register of ~~holders of Qualifying Holdco~~ the Shares maintained ~~in respect~~ by or on behalf of the ~~applicable Qualifying Holdco, and~~ Company; and (iii) the ~~Purchaser shall be recorded as the registered holder of the Qualifying Holdco Shares so transferred and~~ Buyer shall be deemed to be the ~~legal and beneficial owner thereof, free and clear~~ transferee of ~~any liens, claims or encumbrances; and~~ such Shares (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~~ Liens) and ~~encumbrances, to the Applicable Purchaser, in exchange for a payment in cash equal to the Consideration, and the name of such holder~~ shall be ~~removed from~~ entered in the register of ~~holders of Corporation Shares, and, with respect to Corporation~~ the Shares ~~elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder~~ maintained by or on behalf of the ~~Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~Company.

Appears in 1 contract

Sources: Arrangement Agreement (ORBCOMM Inc.)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the ~~following sequence~~ order set out below without any further authorizations, act or formality, in each case effective as at two minute intervals starting at the Effective Time: (a) each ~~outstanding Corporation Share~~ of the Company Shares held by a Dissenting ~~Shareholder~~ Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have transferred, without further act or formality by or on behalf of any Dissenting Holder, to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3 , and: (i) such Dissenting Holder shall cease to be ~~transferred by~~ the holder ~~thereof to the Corporation free~~ of such Company Shares and ~~clear of all liens, claims and encumbrances, and each Dissenting Shareholder shall cease~~ to have any rights as a ~~Corporation~~ Company Shareholder other than the right to be paid ~~the~~ fair value for such Company Shares, as set out in Section 3.1; (ii) such Dissenting Holder's name shall be removed as the holder of ~~their Corporation~~ Company Shares from the applicable register of Company Shareholders maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Company Shares, free and clear of all Liens (other than the right to be paid fair value for such Company Shares as set out in Section 3.1), and shall be entered into the applicable register of Company Shareholders maintained by or on behalf of the Company; and (b) notwithstanding any vesting provisions to which a Company RSU might otherwise be subject (whether by contract, the terms and conditions of any Award Agreement or grant, the terms and conditions of the Company Legacy Equity Incentive Plan or Company PRSU Plan or applicable Law), each Company RSU issued and outstanding immediately prior to the Effective Time shall, without any further act or formality by or on behalf of any Company RSU Holder, be deemed to be fully vested and shall be surrendered by the ~~Corporation~~ holder thereof to the Company (free and clear of all Liens) and cancelled in ~~accordance with Article 4 hereof~~exchange for the applicable Company RSU Consideration; and (i) the relevant holder of such Company RSU will be issued Company Shares equal to the Company RSU Net Payment, having a fair market value equal to the Company RSU Consideration, net of applicable source deductions, and the Company RSU Net Payment issuable in connection therewith will be deemed to be issued to such holder of such Company RSUs as fully-paid and non-assessable Company Shares; (ii) the Company RSU Balance Shares will be issued in trust for the relevant holder of such Company RSU to a securities dealer designated by the Purchaser, who is authorized on behalf of the relevant holder of such Company RSU, to sell in the capital markets or otherwise the Purchaser Shares received in exchange for such Company RSU Balance Shares pursuant to Section (h) to realize cash proceeds to satisfy the applicable source deductions in respect of the surrender of such Company RSUs, and the Company RSU Balance Shares issuable in connection therewith will be deemed to be issued to such holder of such Company RSUs as fully-paid and non-assessable Company Shares; (iii) each holder of such Company RSU shall cease to be the holder thereof and to have any rights as a Company RSU Holder; (iv) the name of each such holder shall be removed from the register of ~~holders~~ the Company RSU Holders maintained by or on behalf of ~~Corporation~~ the Company; (v) each such former holder of such Company RSU shall be deemed to be the holder of the Company Shares comprising the Company RSU Consideration and shall be entered in the register of the Company Shareholders maintained by or on behalf of the Company and such Company Shares shall be issued to such former holder of such Company RSUs as fully paid and non-assessable Company Shares, provided that no share certificates shall be issued with respect to such Company Shares; and (vi) all Award Agreements in respect of Company RSUs, grants and ~~such Corporation Shares~~ similar instruments relating thereto shall be cancelled; (bc) notwithstanding any vesting provisions to which a Company PSU might otherwise be subject (whether by contract, the terms and conditions of any Award Agreement or grant, the terms and conditions of the Company Legacy Equity Incentive Plan or Company PRSU Plan or applicable Law), each ~~Qualifying Holdco Share~~ Company PSU issued and outstanding ~~held by a Qualifying Holdco Shareholder shall be transferred and deemed~~ immediately prior to ~~be transferred by~~ the ~~Qualifying Holdco Shareholder~~Effective Time shall, without any further act or formality by or on ~~its part~~behalf of any Company PSU Holder, be deemed to be fully vested and shall be surrendered by the holder thereof to the Company (free and clear of all ~~liens~~Liens) and cancelled in exchange for the applicable Company PSU Consideration; and (i) the relevant holder of such Company PSU will be issued Company Shares equal to the Company PSU Net Payment, ~~claims~~ having a fair market value equal to the Company PSU Consideration, net of applicable source deductions, and ~~encumbrances,~~ the Company PSU Net Payment issuable in connection therewith will be deemed to be issued to such holder of such Company PSUs as fully-paid and non-assessable Company Shares; (ii) the Company PSU Balance Shares will be issued in trust for the relevant holder of such Company PSU to a securities dealer designated by the Purchaser, who is authorized on behalf of the relevant holder of such Company PSU, to sell in ~~accordance with~~ the ~~applicable Holdco Agreement,~~ capital markets or otherwise the Purchaser Shares received in exchange for ~~a payment~~ such Company PSU Balance Shares pursuant to Section 2.3(h) to realize cash proceeds to satisfy the applicable source deductions in ~~cash equal to~~ respect of the ~~Holdco Share Consideration~~surrender of such Company PSUs, and the Company PSU Balance Shares issuable in connection therewith will be deemed to be issued to such holder of such Company RSUs as fully-paid and non-assessable Company Shares; (iii) each holder of such Company PSU shall cease to be the holder thereof and to have any rights as a Company PSU Holder; (iv) the name of each such holder shall be removed from the register of ~~holders of Qualifying Holdco Shares~~ the Company PSU Holders maintained ~~in respect~~ by or on behalf of the ~~applicable Qualifying Holdco, and the Purchaser shall be recorded as the registered~~ Company; (v) each such former holder of ~~the Qualifying Holdco Shares so transferred and~~ such Company PSU shall be deemed to be the ~~legal~~ holder of the Company Shares comprising the Company PSU Consideration and ~~beneficial owner thereof~~shall be entered in the register of the Company Shareholders maintained by or on behalf of the Company, ~~free~~ and ~~clear~~ such Company Shares shall be issued to such former holder of ~~any liens~~such Company PSUs as fully paid and non-assessable Company Shares, ~~claims or encumbrances~~provided that no share certificates shall be issued with respect to such Company Shares; (vi) all Award Agreements in respect of Company PSUs, grants and similar instruments relating thereto shall be cancelled; and (cvii) the Company PRSU Plan shall be terminated, and none of the Company nor the Purchaser shall have any further liabilities or obligations thereunder; (d) each ~~Corporation Share outstanding~~ Company Out-Of-The-Money Option will be cancelled without any payment in respect thereof and the holder thereof will cease to be the holder of such Company Option, will cease to have any rights as a holder in respect of such Company Option, will be removed from the register of the Company Options, and all option agreements, grants and similar instruments relating thereto will be cancelled, and none of the Company nor the Purchaser shall have any further liabilities or obligations with respect thereto; (~~other than~~ e) notwithstanding any vesting provisions to which a TJAC Option might otherwise be subject (~~i) Corporation Shares held~~ whether by ~~Brookfield~~contract, the ~~Purchaser~~ terms and conditions of any Award Agreement or ~~any of their affiliates (which shall not be acquired under the Arrangement and shall remain outstanding as a Corporation Share held by Brookfield~~grant, the ~~Purchaser~~ terms and conditions of the TJAC Option Plan 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)applicable Law), ~~shall be transferred~~ each TJAC Option issued and ~~deemed~~ outstanding immediately prior to ~~be transferred by~~ the ~~holder thereof~~Effective Time shall, without any further act or formality by or on ~~its part~~behalf of any TJAC Optionholder, be deemed to be fully vested and shall be surrendered by the holder thereof to TJAC (free and clear of all ~~liens, claims~~ Liens) and ~~encumbrances, to the Applicable Purchaser,~~ cancelled in exchange for a ~~payment in cash~~ Company In-The-Money Option as described below pursuant to Subsection 7(1.4) of the Tax Act; and (i) TJAC will issue such number of TJAC common shares to the Company that is equal to the ~~Consideration~~aggregate number of Company Shares required to be delivered by the Company pursuant to Sections 2.3(f)(i) and 2.3(f)(ii) in respect of Company In-The-Money Options granted pursuant to Section 2.3(e)(ii); (ii) the Company will grant a Company In-The-Money Option under the Company Option Plan for each TJAC Option with the Company In-The Money Option issued in exchange for a particular TJAC Option being exercisable for a number of Company Shares equal to the product of the TJAC Option Ratio and the number of TJAC common shares for which the particular TJAC Option was exercisable immediately prior to the exchange, and such Company In-The-Money Option having an exercise price equal to the exercise price of the particular TJAC Option; (iii) each holder of such TJAC Option shall cease to be the holder thereof and to have any rights as a TJAC Optionholder; (iv) the name of each such holder shall be removed from the register of ~~holders~~ the TJAC Optionholders maintained by or on behalf of ~~Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered~~ TJAC; (v) each such former holder of ~~the Corporation Shares so transferred and~~ such TJAC Option shall be deemed to be the ~~legal~~ holder of Company In-The-Money Options; and (vi) all Award Agreements in respect of TJAC Options, grants and ~~beneficial owner thereof~~similar instruments relating thereto shall be cancelled; and (f) each Company In-The-Money Option will be surrendered and cancelled in exchange for: (i) the relevant In-The-Money Amount and the relevant Company Optionholder will be issued the Company Option Shares, having a fair market value equal to the relevant aggregate In-The-Money Amount, net of applicable source deductions, and the Company Option Shares will be deemed to be issued to such Company Optionholder as fully paid and non-assessable Company Shares, provided that no share certificates shall be issued with respect to such Company Shares; (ii) the Company Option Balance Shares, which will be issued in trust for the relevant Company Optionholder to a securities dealer designated by the Purchaser, who will be authorized on behalf of the relevant holder of such Company Optionholder, to sell in the capital markets or otherwise the Purchaser Shares received in exchange for such Company Option Balance Shares pursuant to Section 2.3(h) to realize cash proceeds to satisfy the applicable source deductions in respect of the surrender of such Company Options and the Company Option Balance Shares will be deemed to be issued to such Company Optionholder as fully paid and non-assessable Company Shares; and (iii) the holder of such Company Option will cease to be the holder of such Company Option, will cease to have any rights as a holder in respect of such Company Option, will be removed from the applicable register of the Company Options, and all Award Agreements relating thereto will be cancelled, and neither the Company nor the Purchaser shall have any further liabilities or obligations with respect thereto (g) the Company Option Plan, the Company Legacy Equity Incentive Plan and the TJAC Option Plan shall each be terminated, and none of the Company nor the Purchaser shall have any further liabilities or obligations thereunder. (h) each Company Share outstanding immediately prior to the Effective Time (other than Common Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised under Section 2.3(a) shall be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration; and (i) each holder of such Company Shares shall cease to be the holder thereof and to have any rights as a Company Shareholder, other than the right to be paid the Consideration per Company Share in accordance with this Plan of Arrangement; (ii) the name of the each such holder of Company Shares shall be removed from the register of the Company Shareholders maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Company Shares, free and clear of ~~any liens~~all Liens, ~~claims~~ and shall be entered in the register of the Company Shareholders maintained by or ~~encumbrances~~on behalf of the Company.

Appears in 1 contract

Sources: Second Amending Agreement (IM Cannabis Corp.)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur sequentially in the following ~~sequence~~ order without any further act or formality: (a) each Tahoe PSA outstanding ~~Corporation Share~~ immediately prior to the Effective Time that is held by a ~~Dissenting Shareholder~~ Tahoe PSA Holder 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 immediately vest in accordance with ~~Article 4 hereof,~~ the terms of the Tahoe PSA Plan and will be settled by Tahoe issuing to the Tahoe PSA Holder one Tahoe Share less any amounts withheld pursuant to Section 4.4 and the ~~name~~ Tahoe Shares issuable in connection therewith will be issued to such Tahoe PSA Holder as fully paid and non-assessable shares in the capital of ~~such holder~~ Tahoe: provided that no share certificates shall be ~~removed from the register of holders of Corporation Shares, and~~ issued with respect to such ~~Corporation Shares shall be cancelled~~shares; (b) each ~~Qualifying Holdco Share~~ Tahoe RSA outstanding immediately prior to the Effective Time that is held by a ~~Qualifying Holdco~~ Tahoe RSA Holder shall immediately vest in accordance with the terms of the Tahoe Long Term Incentive Plan; (c) each Tahoe DSA outstanding immediately prior to the Effective Time that is held by a Tahoe DSA Holder shall immediately vest in accordance with the terms of the Tahoe Long Term Incentive Plan and will be settled by Tahoe issuing to the Tahoe DSA Holder one Tahoe Share less any amounts withheld pursuant to Section 4.4 and the Tahoe Shares issuable in connection therewith will be issued to such Tahoe DSA Holder as fully paid and non-assessable shares in the capital of Tahoe: provided that no share certificates shall be issued with respect to such shares; (d) each Tahoe SAR outstanding immediately prior to the Effective Time that is held by a Tahoe SAR Holder and all rights in respect thereof shall be cancelled and terminated without any payment in respect thereof; (e) each Dissenting Shareholder shall ~~be transferred and deemed~~ transfer to ~~be transferred by~~ Pan American all of the ~~Qualifying Holdco Shareholder~~Dissent Shares held, without any further act or formality on its part, ~~free~~ and ~~clear of all liens~~in consideration therefor, ~~claims and encumbrances,~~ Pan American shall issue to the ~~Purchaser, in accordance with~~ Dissenting Shareholder a debt-claim to be paid the ~~applicable Holdco Agreement, in exchange for a payment in cash equal~~ aggregate fair market value of those Dissent Shares as determined pursuant to ~~the Holdco Share Consideration~~Section 5.1, and in respect of the Dissent Shares so transferred (i) the Dissenting Shareholder shall cease to be the holder thereof, (ii) the name of ~~such holder~~ the Dissenting Shareholder shall be removed from the register maintained by or on behalf of ~~holders of Qualifying Holdco Shares maintained~~ Tahoe in respect of the ~~applicable Qualifying Holdco~~Tahoe Shares, (iii) the Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to effect the transfer thereof, and (iv) the name of Pan American shall be added to the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as the holder thereof; and (f) each Tahoe Shareholder shall transfer to Pan American each whole Tahoe Share held (other than any Tahoe Shares held by Pan American immediately before the Effective Time or acquired by Pan American from a Dissenting Shareholder under Section 3.1(e), but including, for greater certainty, any Tahoe Shares held or issued pursuant to Section 3.1(a), 3.1(b) or 3.1(c)) in exchange for (A) one CVR and (B), (i) in the case of a Tahoe Share for which the Cash Election was made under Section 3.2(a)(i), the Cash Consideration, or (ii) in the case of a Tahoe Share for which the Share Election was made under Section 3.2(a)(ii) or deemed to have been made under Section 3.2(b) or 5.1(b), the Share Consideration, in each case subject to proration in accordance with Section 3.3, and in respect of the ~~Purchaser~~ Tahoe Shares so transferred (iii) the Tahoe Shareholder shall cease to be the holder thereof, (iv) the name of the Tahoe Shareholder shall be removed from the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares, (v) the Tahoe Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to effect the transfer thereof, and (vi) the name of Pan American shall be added to the register maintained by or on behalf of Tahoe in respect of the Tahoe Shares as the holder thereof; (g) each Tahoe Option outstanding immediately prior to the Effective Time (whether vested or unvested) will be exchanged for a Replacement Option to acquire from Pan American such number of Pan American Shares as is equal to: (A) the number of Tahoe Shares that were issuable upon exercise of such Tahoe Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of Pan American Shares, at an exercise price per Pan American Share equal to the quotient determined by dividing: (X) the exercise price per Tahoe Share at which such Tahoe Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent. Except as set out above, the terms of each Replacement Option shall be the same as the terms of the Tahoe Option exchanged therefor pursuant to any agreement evidencing the grant thereof prior to the Effective Time. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such exchange. Therefore, in the event that the Replacement Option In-The-Money Amount in respect of a Tahoe Option would otherwise exceed the Tahoe Option In-The-Money Amount in respect of the Replacement Option, the number of Pan American Shares which may be acquired on exercise of the Replacement Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The-Money Amount in respect of the Replacement Option does not exceed the Tahoe Option In-The-Money Amount in respect of the Tahoe Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged; (h) each Tahoe Share held by Pan American, including the Tahoe Shares acquired pursuant to Section 3.1(f) hereof, shall be transferred to Subco and in consideration therefor Subco shall issue to Pan American one fully paid and non- assessable common share of Subco for each Tahoe Share so transferred, and (i) the name of Pan American shall be removed from the central securities register as a holder of Tahoe Shares; (ii) Subco shall be recorded as the registered holder of the ~~Qualifying Holdco~~ Tahoe Shares so transferred and shall be deemed to be the legal and beneficial owner ~~thereof, free and clear~~ of ~~any liens, claims or encumbrances~~such Tahoe Shares; 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, amount added to the ~~Applicable Purchaser, in exchange for a payment in cash~~ capital of the Subco common shares will be equal to the ~~Consideration, and~~ lesser of (A) the ~~name of~~ paid up capital (as such ~~holder shall be removed from~~ term is defined in the ~~register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder~~ Tax Act) of the ~~Corporation~~ Tahoe Shares so transferred and (B) the fair market value of the Tahoe Shares so transferred; (i) the capital of the Tahoe Shares shall be reduced to US$1.00 without any repayment of capital in respect thereof; (j) Tahoe and Subco shall merge (the “Merger”) to form one corporate entity (the “Merged Company”) with the same effect as if they had amalgamated under Section 269 of the BCBCA except that the separate legal existence of Subco shall not cease and Subco shall survive the merger, and Pan American shall receive on the Merger one common share of the Merged Company in exchange for each Subco common share previously held and all of the issued and outstanding Tahoe Shares will be cancelled without any repayment of capital in respect thereof; (k) without limiting the generality of Section 3.1(j), the separate legal existence of Tahoe shall cease without Tahoe being liquidated or wound up; Tahoe and Subco will continue as one company; and the properties and liabilities of Tahoe will become the properties and liabilities of Subco; and (l) from and after the Effective Date, at the time of the step contemplated in Section 3.1(j): (i) Subco as the Merged Company will own and hold all property of Subco and will own and hold all property of Tahoe and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such merger, and all liabilities and obligations of Tahoe and Subco, whether arising by contract or otherwise, may be enforced against Subco to the same extent as if such obligations had been incurred or contracted by it; (ii) Subco as the Merged Company will continue to be liable for all of the liabilities and obligations of Tahoe and Subco; (iii) all rights, contracts, permits and interests of Tahoe and Subco will continue as rights, contracts, permits and interests of Subco as the Merged Company as if Tahoe and Subco continued and, for greater certainty, the merger will not constitute a transfer or assignment of the rights or obligations of either of Tahoe or Subco under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) a civil, criminal or administrative action or proceeding pending by or against either Subco or Tahoe may be continued by or against the Merged Company; (vi) a conviction against, or ruling, order or judgment in favour of or against either Subco or Tahoe may be enforced by or against the Merged Company; (vii) the name of the Merged Company shall be in the name of Subco; (viii) the Merged Company shall be authorized to issue an unlimited number of common shares without par value; (ix) the Notice of Articles and Articles of the Merged Company shall be substantially in the form of the Subco Notice of Articles and Articles; (x) the first annual general meeting of the Merged Company will be held within 18 months from the Effective Date; (xi) the registered office of the Merged Company shall be the registered office of Subco; (xii) the first directors of the Merged Company following the Merger shall be the individuals who were directors of Subco immediately prior to the Effective Time; (xiii) the first officers of the Merged Company following the Merger shall be the individuals, if any, who were officers of Subco immediately prior to the Effective Time; (xiv) the aggregate capital of the common shares of the Merged Company will be an amount equal to the paid up capital, as that term is defined in the Tax Act, attributable to the shares of Subco immediately prior to the Merger; and (xv) the Merger shall not constitute an acquisition of property of Tahoe or Subco by the other pursuant to the purchase of property or as a result of the distribution or winding-up of Tahoe or Subco, it being expressly provided that the events provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain procedures related thereto may not be completed until after the ~~legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~Effective Date.

Appears in 1 contract

Sources: Arrangement Agreement (Tahoe Resources Inc.)

Arrangement. Commencing at the Effective Time, the following events or transactions shall occur sequentially in the order set out unless otherwise noted and shall be deemed to occur ~~in the following sequence~~ without any further act or ~~formality~~formality required on the part of any Person, except as expressly provided herein: (a) ~~each outstanding Corporation Share held by~~ the Company Common Shares in respect of which Shareholders who have exercised a ~~Dissenting~~ Dissent Right in accordance with Article IV (and the right of such Shareholder ~~shall~~ to dissent with respect to such Company Common Shares has not been terminated or ceased to apply to the Shareholder) will be deemed to be have been transferred ~~by the holder thereof~~ to the ~~Corporation free~~ Company and ~~clear of all liens, claims and encumbrances, and each Dissenting Shareholder shall~~ such holders cease to have any rights as ~~a Corporation Shareholder~~ Shareholders other than the right to be paid the fair value of their ~~Corporation~~ Company Common Shares ~~by the Corporation~~ in accordance with Article ~~4 hereof~~IV; (b) at the time of the step contemplated in section 3.2(a), ~~and~~ with respect to each Company Common Share transferred pursuant to section 3.2(a): (i) the ~~name~~ holder of such Company Common Share will cease to be the holder ~~shall~~ of such Company Common Share; (ii) the holder’s name will be removed from the central securities register of ~~holders~~ the Company with respect to such Company Common Share; (iii) legal and beneficial title to such Company Common Share will rest in the Company and the Company will be and be deemed to be the transferee of ~~Corporation Shares,~~ such Company Common Share and such ~~Corporation Shares~~ Company Common Share shall be cancelled; (biv) ~~each Qualifying Holdco~~ the certificate representing such Company Common 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~~have been cancelled; and (cv) 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and Company Common Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer; (c) after the step described in Section 3.2(a), the Company and Subco will merge with the same effect as if they were amalgamated under Section 269 of the BCBCA, except that the separate legal existence of the Company will not cease and the Company will survive the merger; (d) without limiting the foregoing, at the time of the step described in Section 3.2(c), the separate legal existence of Subco will cease without Subco being liquidated or wound-up; the Company and Subco will continue as one company; and, as a result, the property and liabilities of Subco will become the property and liabilities of the Company; (e) at the time of the step described in Section 3.2(c) and from and after this time: (i) the Company will own and hold all property of the Company and Subco, and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such merger, and all obligations of the Company and Subco , whether arising by contract or otherwise, may be enforced against the Company to the same extent as if such obligations had been incurred or contracted by it; (ii) the Company will continue to be liable for the obligations of the Company and Subco; (iii) all rights, contracts, permits and interests of the Company and Subco will continue as rights, contracts, permits and interests of the Company as if the Company and Subco continued and, for greater certainty, the merger will not constitute a transfer or assignment of the rights or obligations of either of the Company or Subco under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) a legal proceeding being prosecuted or pending by or against either the Company or Subco may be continued by or against the Company; (vi) a conviction against, or ruling, order or judgment in favour of or against either Subco or the Company may be enforced by or against the Company; (vii) each Company Common Share shall be cancelled and the holders thereof shall receive, for each such Company Common Share, the Share Consideration; (viii) each common share in the capital of Subco shall be cancelled and the holders thereof shall receive, for each such share, one common share in the capital of the merged company; (ix) in consideration of the issuance of Parent Common Shares, the merged company shall issue to Parent one common share in the capital of the merged company for each Parent Common Share issued; (x) the capital of the common shares of the merged company and the stated capital of the shares of Parent issued by Parent pursuant to Section 3.2(e)(vii) will be as follows: (A) the stated capital of the common shares issued by Parent pursuant to Section 3.2(e)(vii) shall be an amount equal to the lesser of the fair market value of the Company Common Shares immediately prior to the merger and the paid up capital, as that term is defined in the Tax Act, attributable to the Company Common Shares immediately prior to the merger; and (B) the capital of the common shares in the merged company issued to Parent pursuant to Section 3.2(e)(ix) will be an amount equal to the aggregate of the paid up capital, as that term is defined in the Tax Act, attributable to the shares of Subco and the Company Common Shares immediately prior to the merger; (xi) the name of the merged company shall be “[Aurora Metals Inc.]”; (xii) the address of the registered and records office shall be S▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇; (xiii) the merged company shall be authorized to issue an unlimited number of common shares; (xiv) the notice of amalgamation of the merged company shall be substantially in the form attached as Appendix I to this Plan of Arrangement; (xv) the notice of articles of the merged company shall be substantially in the form attached as Appendix II to this Plan of Arrangement; (xvi) the articles of the merged company shall be substantially in the form attached as Appendix III to this Plan of Arrangement; (xvii) the first annual meeting of the merged company will be held within 18 months from the Effective Date; and (xviii) the first directors of the merged company following the merger shall be the ~~legal and beneficial owner thereof~~persons set out in the notice of articles referred to in Section 3.2(e)(xv), ~~free and clear~~ provided that none of ~~any liens, claims~~ the foregoing will occur or ~~encumbrances~~be deemed to occur unless all of the foregoing occurs.

Appears in 1 contract

Sources: Arrangement Agreement (Nevoro Inc.)

Arrangement. Commencing at the Effective Time, the following events or transactions shall occur sequentially in the order set out below unless otherwise noted and shall be deemed to occur ~~in the following sequence~~ without any further act or ~~formality~~formality required on the part of any Person, except as expressly provided herein: (a) ~~each outstanding Corporation Share held by a Dissenting~~ the Lincoln Shares in respect of which Lincoln Shareholders who have exercised Dissent Rights in accordance with Article 4 (and the right of such Shareholder ~~shall~~ to dissent with respect to such Lincoln Shares has not been terminated or ceased to apply to the Shareholder) will be deemed to be have been transferred ~~by the holder thereof~~ to ~~the Corporation free~~ Lincoln and ~~clear of all liens, claims and encumbrances, and each Dissenting Shareholder shall~~ such holders will cease to have any rights as ~~a Corporation Shareholder~~ Lincoln Shareholders other than the right to be paid the fair value of their ~~Corporation~~ Lincoln Shares ~~by the Corporation~~ in accordance with Article ~~4 hereof~~4; (b) at the time of the step contemplated in Section 3.02(a), ~~and~~ with respect to each Lincoln Share transferred pursuant to Section 3.02(a): (i) the ~~name~~ holder of such Lincoln Share will cease to be the holder ~~shall~~ of such Share; (ii) the holder's name will be removed from the central securities register of ~~holders~~ Lincoln with respect to such Lincoln Share; (iii) legal and beneficial title to such Lincoln Share will rest in Lincoln and Lincoln will be and be deemed to be the transferee of ~~Corporation Shares,~~ such Lincoln Share and such ~~Corporation Shares~~ Lincoln Share shall be cancelled; (biv) ~~each Qualifying Holdco~~ the certificate representing such Lincoln 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~~have been cancelled; and (v) the holder of such Lincoln Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer; (c) ~~each Corporation Share outstanding~~ after the step described in Section 3.02(a), Lincoln and LPT Sub will merge with the same effect as if they were amalgamated under Section 269 of the BCBCA, and the separate legal existence of Lincoln will not cease and Lincoln will survive the merger (~~other than~~ "Lincoln" may be referred to hereinafter as the "merged company"); (d) without limiting the foregoing, at the time of the step described in Section 3.02(c), the separate legal existence of LPT Sub will cease without LPT Sub being liquidated or wound-up, Lincoln and LPT Sub will continue as one company; and, as a result, the property and liabilities of LPT Sub will become the property and liabilities of Lincoln; (e) at the time of the step described in Section 3.02(c) and from and after this time: (i) ~~Corporation Shares held~~ Lincoln will own and hold all property of Lincoln and LPT Sub, and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by ~~Brookfield~~such merger, and all obligations of Lincoln and LPT Sub, whether arising by contract or otherwise, may be enforced against Lincoln to the ~~Purchaser~~ same extent as if such obligations had been incurred or ~~any of their affiliates (which shall not be acquired under the Arrangement and shall remain outstanding as a Corporation Share held~~ contracted by ~~Brookfield, the Purchaser or such affiliate, as the case may be);~~ it; (ii) ~~Corporation Shares held by Qualifying Holdcos~~Lincoln will continue to be liable for the obligations of Lincoln and LPT Sub; (iii) all rights, contracts, permits and interests of Lincoln and LPT Sub will continue as rights, contracts, permits and interests of Lincoln as if Lincoln and LPT Sub continued and, for greater certainty, the ~~Qualifying Holdco Shares~~ merger will not constitute a transfer or assignment of ~~which are acquired~~ the rights or obligations of either of Lincoln or LPT Sub under any such rights, contracts, permits and interests; (iv) any existing cause of action, claim or liability to prosecution will be unaffected; (v) a legal proceeding being prosecuted or pending by or against either Lincoln or LPT Sub may be continued by or against Lincoln; (vi) a conviction against, or ruling, order or judgment in favour of or against either LPT Sub or Lincoln may be enforced by or against Lincoln; (vii) each Lincoln Share shall be cancelled and the ~~Purchaser pursuant~~ holder thereof shall receive, subject to Section ~~3.1(b) (which shall not be acquired under~~ 5.03, that number of Post Consolidation LPT Shares as is equal to the ~~Arrangement and shall remain outstanding as Corporation~~ number of Lincoln Shares held by such ~~Qualifying Holdco); and (iii) Corporation Shares acquired~~ Shareholder immediately prior to the Effective Time multiplied by the ~~Purchaser~~ Exchange Ratio; (viii) each common share in the capital of LPT Sub shall be cancelled and the holder thereof shall receive, for each such share, one common share in the capital of the merged company; (ix) in consideration of the issuance of Post Consolidation LPT Shares, the merged company shall issue to LPT one common share in the capital of the merged company for each Post Consolidation LPT Share issued; (x) the capital of the common shares of the merged company and the capital of the shares of LPT issued by LPT pursuant to Section ~~3.1(a)),~~ 3.02(e)(vii) will be as follows: (A) the capital of the Post Consolidation LPT Shares issued by LPT pursuant to Section 3.02(e)(vii) 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 an amount equal to the ~~Consideration~~lesser of the fair market value of the Lincoln Shares immediately prior to the merger and the paid up capital, ~~and~~ as that term is defined in the Tax Act, attributable to Lincoln Shares immediately prior to the merger; and (xi) the name of ~~such holder~~ the merged company shall be ~~removed~~ "Lincoln Gold Corporation"; (xii) the address of the registered and records office shall be ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Vancouver, British Columbia, V6C 2T5; (xiii) the merged company shall be authorized to issue an unlimited number of common shares; (xiv) the notice of amalgamation of the merged company shall be substantially in the form attached as Appendix I to this Plan of Arrangement; (xv) the notice of articles of the merged company shall be substantially in the form attached as Appendix II to this Plan of Arrangement; (xvi) the articles of the merged company shall be substantially in the form attached as Appendix III to this Plan of Arrangement; (xvii) the first annual meeting of the merged company will be held within 18 months from the ~~register~~ Effective Date; and (xviii) the first directors of ~~holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to~~ the ~~Purchaser,~~ merged company following the ~~Purchaser~~ merger shall be ~~recorded as~~ the ~~registered holder~~ persons set out in the notice of ~~the Corporation Shares so transferred and shall be deemed~~ articles referred to ~~be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.~~in Section 3.02(e)(xv),

Appears in 1 contract

Sources: Arrangement Agreement (Lincoln Gold Corp)

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~~ of the Dissenting ~~Shareholder~~ Shares shall be ~~deemed~~ cancelled in consideration for a debt claim against the Company for the amount determined under Article 3. Any such claim shall be satisfied solely through the use of assets of the Company. Effective at the time of this step, (i) such Dissenting Company Shareholders shall cease to be ~~transferred by~~ the ~~holder thereof to the Corporation free and clear~~ holders of ~~all liens~~such Company Common Shares or Company AA Shares, ~~claims and encumbrances~~as applicable, and ~~each Dissenting Shareholder shall cease~~ to have any rights as ~~a Corporation Shareholder~~ holders of such Company Common Shares or Company AA Shares, as applicable, other than the right to be paid ~~the~~ fair value for such Company Common Shares or Company AA Shares, as applicable, as determined under Article 3, and (ii) such Dissenting Company Shareholders’ names shall be removed as the holders of ~~their Corporation~~ such Company Common Shares or Company AA Shares, as applicable, from the registers maintained by the ~~Corporation~~ Company; (b) each outstanding Company Common Share shall be transferred and assigned to CanCo Parent in ~~accordance with Article 4 hereof~~exchange for, subject to Section 3.4, the delivery by CanCo Parent of the applicable Arrangement Share Consideration, and in respect of each Company Common Share so transferred and assigned, (i) the registered holder thereof shall cease to be the registered holder of such Company Common Share and the name of such registered holder shall be removed from the register of ~~holders~~ Company Shareholders as of ~~Corporation Shares, and such Corporation Shares shall be cancelled;~~the Effective Time; and (bii) 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 CanCo Parent shall be recorded as the registered holder of ~~the Qualifying Holdco Shares so transferred~~ such Company Common Share and shall be deemed to be the legal and beneficial owner ~~thereof, free and clear of any liens, claims or encumbrances; and~~ thereof (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~~ charges, encumbrances and ~~encumbrances,~~ any other rights of others); and (iii) there shall be added to the ~~Applicable Purchaser,~~ stated capital account maintained by CanCo Parent for CanCo Parent Shares an amount equal to the value of the CanCo Parent Shares issued in exchange for ~~a payment~~ the Company Common Shares; (c) each outstanding Company AA Share shall be transferred and assigned to CanCo Parent in ~~cash equal~~ exchange for, subject to Section 3.4, the delivery by CanCo Parent of the applicable Arrangement Share Consideration, and in respect of each Company AA Share so transferred and assigned, (i) the registered holder thereof shall cease to be the registered holder of such Company AA Share and the name of such registered holder shall be removed from the register of ~~holders~~ Company Shareholders as of ~~Corporation Shares,~~ the Effective Time; and~~, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser~~ (ii) CanCo Parent shall be recorded as the registered holder of ~~the Corporation Shares so transferred~~ such Company AA Share and shall be deemed to be the legal and beneficial owner ~~thereof,~~ thereof (free and clear of ~~any~~ all liens, ~~claims~~ charges, encumbrances and any other rights of others); and (iii) there shall be added to the stated capital account maintained by CanCo Parent for CanCo Parent Multiple Voting Shares an amount equal to the value of the CanCo Parent Multiple Voting Shares issued in exchange for the Company AA Shares. (d) notwithstanding any vesting or ~~encumbrances~~exercise provisions to which an Option might otherwise be subject (whether by contract, the conditions of a grant, applicable Laws or the terms of the Stock Option Plan): (i) each Option that is issued and outstanding at the Effective Time shall, without any further action by or on behalf of any holder of such Option, cease to represent an option or other right to acquire Company A Shares and shall be converted on the same terms and conditions as were applicable under the Option (but taking into account any changes thereto provided for in the Stock Option Plan, in any applicable award agreement, in such option or deemed necessary to comply with applicable Laws) as of the Effective Time into a stock option to acquire the same number of CanCo Parent Shares as Company A Shares, at the same exercise price per share; (ii) with respect to each such Option, the holder thereof will cease to be the holder of such Option, will cease to have any rights as a holder in respect of such Option or under the Stock Option Plan, such holder’s name will be removed from the register of Options, and all option agreements, grants and similar instruments relating thereto will be cancelled; (e) Notwithstanding any provisions of the Company Share Purchase Plan: (i) all rights of each CSPP Participant under the Company Share Purchase Plan to contributions by the Company and to the acquisition of Company A Shares under the Company Share Purchase Plan shall, without any further action by or on behalf of the CSPP Participant, be cancelled in exchange for equivalent rights under a new employee share purchase plan to be adopted by CanCo Parent for the purchase of CanCo Parent Shares; and (ii) each CSPP Participant shall be entitled to the return of any contributions he or she made under the Company Share Purchase Plan after the fiscal quarter ending immediately before the Effective Time, without interest; (f) the Stock Option Plan and the Company Share Purchase Plan shall be terminated (and all rights issued thereunder shall expire) and shall be of no further force or effect.

Appears in 1 contract

Sources: Arrangement Agreement (Edgewater Technology Inc/De/)

Arrangement. Commencing at the Effective Time, each of the following events ~~or transactions~~ shall occur and shall be deemed to occur consecutively in the following ~~sequence~~ order, except where noted, without any further ~~act~~ authorization, act, or formality: (a) each ~~outstanding Corporation~~ Dissent Share ~~held by a Dissenting Shareholder~~ shall be deemed to be transferred and assigned by ~~the holder thereof~~ such Dissenting Shareholder, without any further act of formality on its part, to ~~the Corporation~~ MZKR (free and clear of ~~all liens, claims and encumbrances~~any Liens) in accordance with, and ~~each Dissenting Shareholder~~ for the consideration contemplated in, Article 4 and: (i) the registered holder thereof shall cease to ~~have any rights as a Corporation Shareholder other than~~ be, and shall be deemed to cease to be, the ~~right to be paid the fair value~~ registered holder of ~~their Corporation Shares by the Corporation in accordance with Article 4 hereof,~~ each such Dissent Share and the name of such registered holder shall be, and shall be deemed to be, removed from the register of ~~holders~~ Instadose Shareholders in respect of ~~Corporation Shares~~each such Dissent Share, and at such ~~Corporation Shares~~ time each Dissenting Shareholder will have the rights set out in Section 4.1; (ii) the registered holder thereof shall be ~~cancelled~~deemed to have executed and delivered all consents, releases, assignments, and waivers, statutory or otherwise, required to transfer and assign each such Dissent Share; and (iii) MZKR shall be and shall be deemed to be the holder of all of the outstanding Dissent Shares and the central securities register of Instadose shall be, and shall be deemed to be, revised accordingly; (b) immediately following the preceding step, each ~~Qualifying Holdco~~ Instadose Share ~~outstanding~~ (other than any Instadose Share held by ~~a Qualifying Holdco Shareholder~~ MZKR or any of its Affiliates and any Dissent Share) shall be transferred and ~~deemed to be transferred by the Qualifying Holdco Shareholder~~assigned, without any further act or formality on its part, to MZKR (free and clear of ~~all~~ any liens, ~~claims~~ charges, and ~~encumbrances, to the Purchaser, in accordance with the applicable Holdco Agreement,~~ encumbrances of any nature whatsoever) in exchange for ~~a payment in cash equal to~~ the ~~Holdco Share~~ Consideration, and (i) the registered holder thereof shall cease to be, and shall be deemed to cease to be, the registered holder of each such Instadose Share and the name of such registered holder shall be, and shall be deemed to 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~~ Instadose Shareholders; (ii) the registered holder ~~of the Qualifying Holdco Shares so transferred~~ thereof shall be deemed to have executed and delivered all consents, releases, assignments, and waivers, statutory or otherwise, required to transfer and assign each such Instadose Share; and (iii) MZKR shall be and shall be deemed to be the ~~legal~~ holder of all of the outstanding Instadose Shares and ~~beneficial owner thereof~~the central securities register of Instadose shall be, ~~free~~ and ~~clear of any liens~~shall be deemed to be, ~~claims or encumbrances~~revised accordingly; and (c) ~~each Corporation Share outstanding (other than (i) Corporation Shares held by Brookfield,~~ it being expressly provided that 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 events provided for in this 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall 3.1 will be deemed to occur on the Effective Date, notwithstanding those certain procedures related thereto may not be completed until after the ~~legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~Effective Date.

Appears in 1 contract

Sources: Arrangement Agreement (Instadose Pharma Corp.)

Arrangement. ~~Commencing at~~ On the Effective ~~Time~~Date, the following ~~events or transactions~~ shall occur and shall be deemed to occur sequentially in the following ~~sequence~~ order without any further act or formality: (a) First, at the Effective Time, the following shall occur simultaneously: (i) a fraction of each ~~outstanding Corporation~~ Company Share (other than a Company Share held by a Dissenting Shareholder, but including Company Shares held by a Dissenting Shareholder who is ultimately found not to be entitled to be paid fair value for its Company Shares or a Company Share held by the Purchaser or any subsidiary of the Purchaser) that is equal to the Non-Share Consideration Fraction shall be deemed to be transferred to the Purchaser free and clear of all liens, claims and encumbrances and, in consideration therefor, the Purchaser shall issue the Non-Share Consideration for each such fraction of a Company Share, subject to Section 3.3 and Article 5, and: (i) the name of such holder shall be removed from the central securities register of the Company as a holder of such fraction of a Company Share; and (ii) the Purchaser shall be recorded as the registered holder of such fraction of a Company Share and shall be deemed to be the legal owner of such fraction of a Company Share; and (ii) a fraction of each Company Share (other than a Company Share held by a Dissenting Shareholder, but including Company Shares held by a Dissenting Shareholder who is ultimately found not to be entitled to be paid fair value for its Company Shares or a Company Share held by the ~~holder thereof~~ Purchaser or any subsidiary of the Purchaser) that is equal to the ~~Corporation~~ Share Consideration Fraction shall be deemed to be transferred to the Purchaser free and clear of all liens, claims and encumbrances and, in consideration therefor, the Purchaser shall issue the Share Consideration for each such fraction of a Company Share, subject to Section 3.3 and Article 5, and: (i) the name of such holder shall be removed from the central securities register of the Company as a holder of such fraction of a Company Share; and (ii) the Purchaser shall be recorded as the registered holder of such fraction of a Company Share and shall be deemed to be the legal owner of such fraction of a Company Share. (b) Second, and five minutes after the Effective Time, all Company Shares held by Dissenting Shareholders shall be deemed to have been transferred (free and clear of all liens, claims and encumbrances) to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Section 4.1, ~~and each~~ and (i) such Dissenting ~~Shareholder~~ Shareholders shall cease to be the holders of such Company Shares and to have any rights as ~~a Corporation Shareholder~~ Company Shareholders other than the right to be paid the fair value ~~of their Corporation~~ for such Company Shares ~~by the Corporation~~ as set out in ~~accordance with Article 4 hereof, and~~ Section 4.1; (ii) the name of each such ~~holder~~ Dissenting Shareholder shall be removed as Company Shareholder, as applicable, from the ~~register~~ registers of ~~holders~~ Company Shareholders, as applicable, maintained by or on behalf 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 Company in respect of ~~the applicable Qualifying Holdco, and~~ such Company Shares; and (iii) 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,~~ transferee of such Company Shares (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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred ) and shall be entered in the registers of Company Shareholders maintained by or on behalf of Company. The exchanges and cancellations provided for in this Section 3.1 will be deemed to be occur on the ~~legal and beneficial owner thereof~~Effective Date, ~~free and clear~~ notwithstanding that certain of ~~any liens, claims or encumbrances~~the procedures related thereto are not completed until after the Effective Date.

Appears in 1 contract

Sources: Arrangement Agreement (Coral Gold Resources, Ltd.)

Arrangement. ~~Commencing at~~ 3.1 At the Effective Time, the ~~following~~ events or and transactions set out below shall occur and ~~shall~~ be deemed to ~~occur~~ occur, unless otherwise provided, in the ~~following~~ sequence set out below, without any further act or formality, and with each event or transaction occurring and being deemed to occur at the time that is immediately after the occurrence of the immediately preceding event or transaction: (a) ~~each outstanding Corporation Share~~ the ESI Shares held by a Dissenting ~~Shareholder~~ ESI Shareholders shall be deemed to be have been transferred ~~by the holder thereof~~ to ~~the Corporation~~ ESI (free and clear of ~~all liens, claims and encumbrances~~any Encumbrances) for cancellation, and ~~each~~ cease to be outstanding, and as of the Effective Time, such Dissenting ~~Shareholder~~ ESI Shareholders shall cease to have any rights as ~~a Corporation Shareholder~~ ESI Shareholders, other than the right to be paid the fair value of their ~~Corporation~~ ESI Shares ~~by the Corporation~~ in accordance with Article 4 ~~hereof,~~ hereof and ~~the name of~~ such ~~holder~~ Dissenting ESI Shareholders' names shall be removed from the register of ~~holders~~ ESI Shares maintained by or on behalf of ~~Corporation Shares, and such Corporation Shares shall be cancelled~~ESI; (b) ~~each Qualifying Holdco Share outstanding~~ the Exploratus Shares held by ~~a Qualifying Holdco Shareholder~~ Dissenting Exploratus Shareholders shall be ~~transferred and~~ deemed to be have been transferred ~~by the Qualifying Holdco Shareholder, without any further act or formality on its part,~~ to Exploratus (free and clear of ~~all liens~~any Encumbrances) for cancellation, ~~claims~~ and ~~encumbrances~~cease to be outstanding, and as of the Effective Time, such Dissenting Exploratus Shareholders shall cease to have any rights as Exploratus Shareholders, other than the ~~Purchaser,~~ right to be paid the fair value of their Exploratus Shares in accordance with ~~the applicable Holdco Agreement, in exchange for a payment in cash equal to the Holdco Share Consideration,~~ Article 4 hereof and ~~the name of~~ such ~~holder~~ Dissenting Exploratus Shareholders' names shall be removed from the register of ~~holders of Qualifying Holdco~~ Exploratus Shares maintained ~~in respect~~ by or on behalf of Exploratus; (c) ESI and Spinco shall be amalgamated and continued as one corporation, "New ESI", pursuant to paragraph 193(1)(b) of the ~~applicable Qualifying Holdco~~ABCA, with the same effect as provided in Sections 181 and 186 of the ABCA (except as otherwise set forth herein), and the ~~Purchaser~~ Exploratus Shares shall be ~~recorded~~ exchanged pursuant to paragraph 193(1)(f) of the ABCA, all in accordance with the following: (i) the name of the amalgamated corporation shall be "ESI Energy Services Inc."; (ii) the articles of amalgamation of New ESI shall be the same as the ~~registered holder~~ articles of incorporation of Spinco; (iii) the authorized capital of New ESI shall be the authorized capital of Spinco and shall be comprised of the ~~Qualifying Holdco~~ New ESI Shares; (iv) the ESI Shares ~~so transferred~~ will be and ~~shall~~ be deemed to be exchanged on the ~~legal~~ basis of one New ESI Share for every 0.7514 of an ESI Share; (v) the Spinco Shares will be and ~~beneficial owner thereof~~be deemed to be exchanged for such number of New ESI Shares equal to the number of Exploratus Shares divided by 15.92; (vi) the by-laws of New ESI shall be the by-laws of Spinco, ~~free~~ except that references to Spinco shall be changed to New ESI; (vii) the registered office of New ESI shall be the registered office of ESI; (viii) the board of directors of New ESI shall consist of six directors and ~~clear~~ the first directors of New ESI shall be the persons whose names and municipality of residence appear below: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇ Calgary, Alberta New York, NY Victoria, British Columbia ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Calgary, Alberta Houston, Texas Calgary, Alberta and such directors shall hold office until the first annual meeting of shareholders of New ESI or until such time as such directors resign or until their successors are duly elected or appointed; (ix) the persons who appear below shall be the first officers of New ESI and shall hold the office(s) set opposite their respective names until their successors are duly appointed: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President and Chief Executive Officer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Financial Officer (x) KPMG LLP shall be the auditor of New ESI, to hold office until the next annual meeting of shareholders of New ESI, or until KPMG LLP resigns or is removed from office; (xi) the property of each of ESI and Spinco shall continue to be the property of New ESI; (xii) New ESI shall continue to be liable for the obligations (except amounts payable to ESI or Spinco) of each of ESI and Spinco; (xiii) any ~~liens~~existing cause of action, ~~claims~~ claim or ~~encumbrances~~liability to prosecution of either of ESI or Spinco shall be unaffected; (xiv) any civil, criminal or administrative action or proceeding pending by or against ESI or Spinco may be continued to be prosecuted by or against New ESI; and (cxv) ~~each Corporation Share outstanding~~ a conviction against, or ruling, order or judgment in favour of or against, ESI or Spinco may be enforced by or against New ESI; and (~~other than (i~~d) ~~Corporation~~ The Exploratus Shares ~~held by Brookfield, the Purchaser or any of their affiliates (which shall not~~ will 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be exchanged on the ~~legal~~ basis of: (i) one New Exploratus Share for each Exploratus Share; and ~~beneficial owner thereof, free and clear of any liens, claims or encumbrances.~~(ii) one New ESI Share for every 15.92

Appears in 1 contract

Sources: Arrangement Agreement

Arrangement. ~~Commencing at~~ 3.1 On the Effective ~~Time~~Date, subject to the provisions of Article 5 hereof, the following ~~events or transactions shall~~ will occur and ~~shall~~ will be deemed to occur in the following sequence without any further authorization, act or formality: (a) each issued American Consolidated Share outstanding ~~Corporation Share~~ immediately prior to the Effective Time held by a ~~Dissenting~~ American Consolidated Shareholder ~~shall~~ in respect of which Dissent Rights have been validly exercised will be deemed to be have been transferred ~~by the holder thereof~~ without any further act or formality, to ~~the Corporation~~ Starcore, free and clear of ~~all~~ any liens, claims and ~~encumbrances~~encumbrances in consideration for a debt claim against Starcore in an amount and payable in accordance with Article 5, and: (i) such American Consolidated Shareholder will cease to be the registered holder of such Dissenting Shares and ~~each Dissenting Shareholder shall~~ will cease to have any rights as ~~a Corporation Shareholder~~ registered holders of such American Consolidated Shares other than the right to be paid ~~the~~ fair value ~~of their Corporation~~ for such Dissenting Shares by as set out in Section 5.2(a); (ii) such American Consolidated Shareholder’s name will be removed as the ~~Corporation in accordance with Article 4 hereof, and the name~~ registered holder of such ~~holder shall be removed~~ Dissenting Shares from the ~~register~~ registers of ~~holders~~ American Consolidated Shares maintained by or on behalf of ~~Corporation~~ American Consolidated; and (iii) Starcore will be deemed to be the transferee of such Dissenting Shares, free and ~~such Corporation Shares shall be cancelled;~~clear of any liens, claims and encumbrances; and (b) immediately thereafter, each ~~Qualifying Holdco~~ issued and outstanding American Consolidated Share ~~outstanding held by~~ (other than any American Consolidated Share in respect of which a ~~Qualifying Holdco~~ registered American Consolidated Shareholder ~~shall~~ has validly exercised his, her or its Dissent Right) will be transferred to, and ~~deemed to be transferred~~ acquired by ~~the Qualifying Holdco Shareholder~~Starcore, without any ~~further~~ act or formality on ~~its part~~the part of the holder of such American Consolidated Share or Starcore, 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~~ such number of Starcore Shares equal to the ~~Holdco Share Consideration~~Exchange Ratio, provided that the aggregate number of Starcore Shares payable to any American Consolidated Shareholder, if calculated to include a fraction of a Starcore Share, will be rounded down to the nearest whole Starcore Share, with no consideration being paid for the fractional share, and the name of each such ~~holder shall~~ American Consolidated Shareholder will be removed from the register of holders of ~~Qualifying Holdco~~ American Consolidated Shares ~~maintained in respect~~ and added to the register of ~~the applicable Qualifying Holdco~~holders of Starcore Shares, and ~~the Purchaser shall~~ Starcore will be recorded as the registered holder of ~~the Qualifying Holdco~~ such American Consolidated Shares so ~~transferred~~ exchanged and ~~shall~~ will be deemed to be the legal and beneficial owner thereof. 3.2 From the Effective Time, ~~free and clear of~~ where American Consolidated is required to issue American Consolidated Shares to any ~~liens~~person or entity pursuant to any American Consolidated Warrant, ~~claims or encumbrances; and (c) each Corporation Share outstanding (other than (i) Corporation Shares held by Brookfield, the Purchaser~~ any convertible securities or any other agreement or arrangement (and such issuance of ~~their affiliates (which shall~~ American Consolidated Shares is not otherwise addressed in this Plan of Arrangement) such obligation will 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 satisfied 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, delivery to the ~~Applicable Purchaser, in exchange for a payment in cash~~ person or entity entitled to receive such American Consolidated Shares the number of Starcore Shares equal to the ~~Consideration~~Exchange Ratio that the person or entity would have been entitled to receive if the American Consolidated Shares had been issued immediately before the Effective Time, and the ~~name~~ person or entity entitled to receive the American Consolidated Shares will be bound by the terms of ~~such holder shall be removed from the register~~ this Plan of ~~holders~~ Arrangement and will receive and accept Starcore Shares in lieu of ~~Corporation~~ American Consolidated Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.

Appears in 1 contract

Sources: Arrangement Agreement (Starcore International Mines Ltd.)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further act or formality: (a) ~~each outstanding Corporation Share~~ the Fairmont Shares held by ~~a Dissenting Shareholder shall~~ holders who have exercised rights of dissent with respect to such shares pursuant to and in the manner set forth in Section 190 of the CBCA (“Dissent Rights”) which remain valid immediately before the Effective Date will be deemed to be have been transferred ~~by the holder thereof~~ to the ~~Corporation free~~ Purchaser and ~~clear of all liens, claims~~ be cancelled and ~~encumbrances,~~ cease to be outstanding and ~~each Dissenting Shareholder shall~~ such holders will cease to have any rights as ~~a Corporation Shareholder~~ shareholders other than the right to be paid the fair value of their ~~Corporation~~ Fairmont Shares as set out in Section 4.1; (b) all Fairmont Shares outstanding immediately prior to the Effective Time held by holders of Fairmont Shares other than (i) Fairmont Shares held by a holder who has exercised its Dissent Rights and is entitled to be paid the ~~Corporation~~ fair value of its Fairmont Shares (as determined in accordance with ~~Article 4 hereof~~Section 4.1), and (ii) Fairmont Shares held by Kingdom, shall be transferred by the ~~name~~ holder to Purchaser (free and clear of any Liens), for US$45.00 per Fairmont Share; (c) with respect to each Fairmont Share transferred to Purchaser pursuant to Section 3.1(a) and 3.1(b): (i) the holder of each such Fairmont Share shall cease to be the holder of such ~~holder~~ Fairmont Share and such holder's name shall be removed from the register of Fairmont Shares with respect to such Fairmont Shares as of the Effective Time; and (ii) Purchaser shall be deemed to be the transferee of such Fairmont Share (free and clear of any Liens) and shall be entered in the register of Fairmont Shares as the holder thereof as at the Effective Time; (d) all of the Fairmont Options granted and outstanding immediately prior to the Effective Time shall, without any further action on behalf of any holder of Fairmont Options, be transferred by the holders thereof to Fairmont without any act or formality on its or their part in exchange for a cash amount equal to the excess, if any, of ~~Corporation Shares~~(i) the product of the number of Fairmont Shares underlying Fairmont Options held by such holder and US$45.00 over (ii) the aggregate exercise price payable under such Fairmont Options by the holder to acquire the Fairmont Shares underlying such Fairmont Options; (e) with respect to each Fairmont Option, the holder of such Fairmont Option shall cease to be the holder of such Fairmont Option and such ~~Corporation Shares~~ holder’s name shall be removed from the registers of Fairmont Options with respect to such Fairmont Options as the holder thereof as at the Effective Time; (f) the Fairmont Stock Option Plans shall be cancelled; (bg) ~~each Qualifying Holdco Share~~ all outstanding Fairmont Shares held by ~~a Qualifying Holdco Shareholder~~ Kingdom shall ~~be transferred and deemed to~~ be transferred by the ~~Qualifying Holdco Shareholder~~holder thereof, ~~without any further act~~ directly or ~~formality on its part~~indirectly, to Purchaser (free and clear of ~~all liens, claims and encumbrances,~~ any Liens); (h) with respect to each Fairmont Share transferred to Purchaser pursuant to Section 3.1(g): (i) the ~~Purchaser, in accordance with~~ holder of each such Fairmont Share shall cease to be the ~~applicable Holdco Agreement, in exchange for a payment in cash equal to the Holdco Share Consideration, and the name~~ holder of such ~~holder~~ Fairmont Share and such holder's name shall be removed from the register of ~~holders of Qualifying Holdco~~ Fairmont Shares ~~maintained in~~ with respect to such Fairmont Shares as of the ~~applicable Qualifying Holdco, and the~~ Effective Time; and (ii) 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,~~ transferee of such Fairmont Share (free and clear of any ~~liens, claims or encumbrances; and~~Liens) and shall be entered in the register of Fairmont Shares as the holder thereof as at the Effective Time; ~~(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)), Shareholder Rights Plan shall be ~~transferred~~ cancelled; (j) notwithstanding the terms of the DSU Plan, all DSUs shall be cancelled and ~~deemed~~ terminated by Fairmont and each holder thereof shall be entitled 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~~receive from Fairmont, in exchange ~~for a payment in cash equal~~ therefor, US$45.00 per DSU; (k) with respect to each DSU, the ~~Consideration, and the name~~ holder of such DSU shall cease to be the holder of such DSU and such holder’s name shall be removed from the register of ~~holders of Corporation Shares, and,~~ DSUs with respect to ~~Corporation Shares elected to be transferred to~~ such DSUs as the ~~Purchaser,~~ holder thereof as at the ~~Purchaser~~ Effective Time; and (l) the DSU Plan shall be ~~recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~cancelled.

Appears in 1 contract

Sources: Acquisition Agreement (Fairmont Hotels & Resorts Inc)

Arrangement. ~~Commencing at~~ At the Effective ~~Time,~~ Time each of the following events ~~or transactions~~ 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 five-minute intervals starting at the ~~following sequence~~ Effective Time: (1) each of the Shares held by Dissenting Holders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or ~~formality~~formality to the Purchaser, and: (a) ~~each outstanding Corporation Share held by a~~ such Dissenting ~~Shareholder~~ Holders shall ~~be deemed~~ cease to be ~~transferred by~~ the ~~holder thereof to the Corporation free~~ holders of such Shares and ~~clear of all liens, claims and encumbrances, and each Dissenting Shareholder shall cease~~ to have any rights as ~~a Corporation Shareholder~~ Shareholders other than the right to be paid ~~the~~ fair value ~~of their Corporation Shares~~ by the ~~Corporation~~ Purchaser for such Shares as set out in ~~accordance with Article 4 hereof, and the name of~~ Section 3.1; (b) such ~~holder~~ Dissenting Holders’ names shall be removed from the ~~register~~ registers of holders of ~~Corporation Shares, and such Corporation~~ Shares ~~shall be cancelled;~~maintained by or on behalf of the Company; and (bc) 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~~ deemed to be the ~~registered holder~~ transferee of such Shares, and shall be entered in the register of Shares maintained by or on behalf of the ~~Qualifying Holdco Shares so transferred~~ Company and shall be deemed to be the legal and beneficial owner thereof~~, free and clear of any liens, claims or encumbrances; and~~; (c2) each ~~Corporation~~ Share outstanding (immediately prior to the Effective Time, other than ~~(i) Corporation~~ Shares held by ~~Brookfield, the Purchaser~~ a Dissenting Holder who has validly exercised such holder’s Dissent Rights 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~~ Purchaser, shall, without any further action by or on behalf of a Shareholder, 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 assigned and transferred by the holder ~~thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances,~~ thereof to the ~~Applicable Purchaser,~~ Purchaser in exchange for ~~a payment in cash equal to~~ the applicable Consideration, ~~and~~ in each case in accordance with the ~~name~~ election or deemed election of Shareholders pursuant to Section 2.4(3), and: (a) the holders of such ~~holder~~ Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the applicable Consideration in accordance with this Plan of Arrangement; (b) such holders’ names shall be removed from the register of ~~holders~~ the Shares maintained by or on behalf of ~~Corporation Shares,~~ the Company; and~~, with respect to Corporation Shares elected to be transferred to the Purchaser,~~ (c) the Purchaser ~~shall be recorded as the registered holder of the Corporation Shares so transferred and~~ shall be deemed to be the ~~legal~~ transferee of such Shares and ~~beneficial owner thereof, free and clear~~ shall be entered in the register of ~~any liens, claims~~ the Shares maintained by or ~~encumbrances.~~on behalf of the Company;

Appears in 1 contract

Sources: Arrangement Agreement (Telus Corp)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ sequence, except where noted, without any further act or ~~formality~~formality of or by the Company, the Acquiror or any other person: (a) each ~~outstanding Corporation~~ Common Share held by a Dissenting Shareholder shall be ~~deemed to be~~ irrevocably transferred ~~by the holder thereof~~ to the ~~Corporation~~ Acquiror (free and clear of all ~~liens, claims and encumbrances, and each~~ Encumbrances) without any further act or formality and: (i) such Dissenting Shareholder shall cease to be the holder of such Common Shares so transferred and to have any rights as holder of such Common Shares other than the right to be paid fair value for such Common Shares by the Acquiror as set out in Section 3.1; (ii) such Dissenting Shareholder's name shall be removed as the holder of such Common Shares from the central securities register of holders of Common Shares maintained by or on behalf of the Company; and (iii) the Acquiror shall become the sole legal and beneficial holder of such Common Shares so transferred (free and clear of all Encumbrances) and shall be entered in the central securities register of holders of Common Shares maintained by or on behalf of the Company; and (b) concurrently with the step described in Section 2.3(a), each Common Share (other than those held by Dissenting Shareholders or the Acquiror) shall be irrevocably transferred to the Acquiror (free and clear of all Encumbrances), and the holder thereof shall be entitled to receive from the Acquiror the Transaction Consideration for such Common Share and upon the transfer of each such Common Share from such holder to the Acquiror pursuant to this Section 2.3(b): (i) each such holder shall cease to be a holder of the Common Shares so transferred and cease to have any rights as a ~~Corporation Shareholder~~ holder of such Common Shares other than the right to be paid the ~~fair value of their Corporation~~ Transaction Consideration for such Common Shares ~~by the Corporation in accordance with Article 4 hereof,~~ and the name of such holder shall be removed as the holder of such Common Shares from the central securities register of holders of ~~Corporation Shares, and such Corporation~~ Common Shares ~~shall be cancelled;~~maintained by or on behalf of the Company; and (bii) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder~~ the Acquiror shall be become the sole legal and beneficial holder of the Common Shares so 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~~ Encumbrances) 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~~ entered in the central securities register of holders of ~~Qualifying Holdco~~ Common Shares maintained ~~in respect~~ by or on behalf of the Company. Each holder of each Common Share, with respect to each step set out above applicable ~~Qualifying Holdco~~to such holder, ~~and the Purchaser~~ shall be ~~recorded as~~ deemed, at the ~~registered holder of the Qualifying Holdco Shares so transferred~~ time such step occurs, to have executed and ~~shall be deemed~~ delivered all consents, releases, assignments and waivers, statutory or otherwise, required to ~~be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; and~~transfer such Common Share in accordance with such step. (c) each ~~Corporation~~ holder of an Option which is outstanding and has not been duly exercised prior to the Effective Time, shall receive (and such holder shall accept), upon the exercise of such holder’s Option, in lieu of each Common Share ~~outstanding (other than (i) Corporation Shares held by Brookfield~~to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefore, the ~~Purchaser or any~~ number 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 Acquiror 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 ~~Consideration~~Exchange Ratio multiplied by the number of Common Shares subject to such Option immediately prior to the Effective Time, provided that if the foregoing would result in the issuance of a fraction of a Acquiror Share on any particular exercise of such Option, then the number of Acquiror Shares otherwise issued shall be rounded down to the nearest whole number of Acquiror Shares if such fraction is 0.5 or less and shall be rounded up to the ~~name~~ nearest whole number if such fraction is greater than 0.5. Such Option shall otherwise continue to be governed by and subject to its terms. The Options granted to charities, ▇▇▇▇▇ and any Optionholders who will be continuing as directors of the Acquiror outstanding on the Effective Date shall continue in effect on the same terms and conditions (subject to adjustments required after giving effect to the Arrangement including, without limitation, that such Options shall be exercisable for Acquiror Shares). All other Options shall continue in effect on the same terms and conditions (subject to adjustments required after giving effect to the Arrangement including, without limitation, that such Options shall be exercisable for Acquiror Shares) but shall expire ninety (90) days after the Effective Date without any other cost or obligation to the Acquiror. (d) each holder of a Warrant which is outstanding and has not been duly exercised prior to the Effective Time, shall receive (and such holder shall ~~be removed from~~ accept), upon the ~~register~~ exercise of ~~holders~~ such holder’s Warrant, in lieu of ~~Corporation Shares~~each Common Share to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefore, ~~and, with respect to Corporation~~ the number of Acquiror Shares ~~elected to be transferred~~ equal to the ~~Purchaser~~Exchange Ratio multiplied by the number of Common Shares subject to such Warrant immediately prior to the Effective Time, provided that if the ~~Purchaser~~ foregoing would result in the issuance of a fraction of a Acquiror Share on any particular exercise of such Warrant, then the number of Common Shares otherwise issued shall be ~~recorded as~~ rounded down to the ~~registered holder~~ nearest whole number of ~~the Corporation~~ Common Shares ~~so transferred~~ if such fraction is 0.5 or less and shall be ~~deemed~~ rounded up to the nearest whole number if such fraction is greater than 0.5. Such Warrant shall otherwise continue to be governed by and subject to its terms. All Warrants shall continue in effect on the ~~legal~~ same terms and ~~beneficial owner thereof~~conditions (subject to adjustments required after giving effect to the Arrangement including, ~~free and clear of any liens~~without limitation, ~~claims or encumbrances~~that such Warrants shall be exercisable for Acquiror Shares).

Appears in 1 contract

Sources: Arrangement Agreement (Northern Dynasty Minerals LTD)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the ~~following sequence~~ order set out below without any further authorizations, act or formality, in each case effective as at two minute intervals starting at the Effective Time: (a) each ~~outstanding Corporation Share~~ of the Company Shares held by a Dissenting ~~Shareholder~~ Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have transferred, without further act or formality by or on behalf of any Dissenting Holder, to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3 , and: (i) such Dissenting Holder shall cease to be ~~transferred by~~ the holder ~~thereof to the Corporation free~~ of such Company Shares and ~~clear of all liens, claims and encumbrances, and each Dissenting Shareholder shall cease~~ to have any rights as a ~~Corporation~~ Company Shareholder other than the right to be paid ~~the~~ fair value for such Company Shares, as set out in Section 3.1; (ii) such Dissenting Holder's name shall be removed as the holder of ~~their Corporation~~ Company Shares from the applicable register of Company Shareholders maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Company Shares, free and clear of all Liens (other than the right to be paid fair value for such Company Shares as set out in Section 3.1), and shall be entered into the applicable register of Company Shareholders maintained by or on behalf of the Company; and (b) notwithstanding any vesting provisions to which a Company RSU might otherwise be subject (whether by contract, the terms and conditions of any Award Agreement or grant, the terms and conditions of the Company Legacy Equity Incentive Plan or Company PRSU Plan or applicable Law), each Company RSU issued and outstanding immediately prior to the Effective Time shall, without any further act or formality by or on behalf of any Company RSU Holder, be deemed to be fully vested and shall be surrendered by the ~~Corporation~~ holder thereof to the Company (free and clear of all Liens) and cancelled in ~~accordance with Article 4 hereof~~exchange for the applicable Company RSU Consideration; and (i) the relevant holder of such Company RSU will be issued Company Shares equal to the Company RSU Net Payment, having a fair market value equal to the Company RSU Consideration, net of applicable source deductions, and the Company RSU Net Payment issuable in connection therewith will be deemed to be issued to such holder of such Company RSUs as fully-paid and non-assessable Company Shares; (ii) the Company RSU Balance Shares will be issued in trust for the relevant holder of such Company RSU to a securities dealer designated by the Purchaser, who is authorized on behalf of the relevant holder of such Company RSU, to sell in the capital markets or otherwise the Purchaser Shares received in exchange for such Company RSU Balance Shares pursuant to Section 2.3(h) to realize cash proceeds to satisfy the applicable source deductions in respect of the surrender of such Company RSUs, and the Company RSU Balance Shares issuable in connection therewith will be deemed to be issued to such holder of such Company RSUs as fully-paid and non-assessable Company Shares; (iii) each holder of such Company RSU shall cease to be the holder thereof and to have any rights as a Company RSU Holder; (iv) the name of each such holder shall be removed from the register of ~~holders~~ the Company RSU Holders maintained by or on behalf of ~~Corporation~~ the Company; (v) each such former holder of such Company RSU shall be deemed to be the holder of the Company Shares comprising the Company RSU Consideration and shall be entered in the register of the Company Shareholders maintained by or on behalf of the Company and such Company Shares shall be issued to such former holder of such Company RSUs as fully paid and non-assessable Company Shares, provided that no share certificates shall be issued with respect to such Company Shares; and (vi) all Award Agreements in respect of Company RSUs, grants and ~~such Corporation Shares~~ similar instruments relating thereto shall be cancelled; (bc) notwithstanding any vesting provisions to which a Company PSU might otherwise be subject (whether by contract, the terms and conditions of any Award Agreement or grant, the terms and conditions of the Company Legacy Equity Incentive Plan or Company PRSU Plan or applicable Law), each ~~Qualifying Holdco Share~~ Company PSU issued and outstanding ~~held by a Qualifying Holdco Shareholder shall be transferred and deemed~~ immediately prior to ~~be transferred by~~ the ~~Qualifying Holdco Shareholder~~Effective Time shall, without any further act or formality by or on ~~its part~~behalf of any Company PSU Holder, be deemed to be fully vested and shall be surrendered by the holder thereof to the Company (free and clear of all ~~liens~~Liens) and cancelled in exchange for the applicable Company PSU Consideration; and (i) the relevant holder of such Company PSU will be issued Company Shares equal to the Company PSU Net Payment, ~~claims~~ having a fair market value equal to the Company PSU Consideration, net of applicable source deductions, and ~~encumbrances,~~ the Company PSU Net Payment issuable in connection therewith will be deemed to be issued to such holder of such Company PSUs as fully-paid and non-assessable Company Shares; (ii) the Company PSU Balance Shares will be issued in trust for the relevant holder of such Company PSU to a securities dealer designated by the Purchaser, who is authorized on behalf of the relevant holder of such Company PSU, to sell in ~~accordance with~~ the ~~applicable Holdco Agreement,~~ capital markets or otherwise the Purchaser Shares received in exchange for ~~a payment~~ such Company PSU Balance Shares pursuant to Section 2.3(h) to realize cash proceeds to satisfy the applicable source deductions in ~~cash equal to~~ respect of the ~~Holdco Share Consideration~~surrender of such Company PSUs, and the Company PSU Balance Shares issuable in connection therewith will be deemed to be issued to such holder of such Company RSUs as fully-paid and non-assessable Company Shares; (iii) each holder of such Company PSU shall cease to be the holder thereof and to have any rights as a Company PSU Holder; (iv) the name of each such holder shall be removed from the register of ~~holders of Qualifying Holdco Shares~~ the Company PSU Holders maintained ~~in respect~~ by or on behalf of the ~~applicable Qualifying Holdco, and the Purchaser shall be recorded as the registered~~ Company; (v) each such former holder of ~~the Qualifying Holdco Shares so transferred and~~ such Company PSU shall be deemed to be the ~~legal~~ holder of the Company Shares comprising the Company PSU Consideration and ~~beneficial owner thereof~~shall be entered in the register of the Company Shareholders maintained by or on behalf of the Company, ~~free~~ and ~~clear~~ such Company Shares shall be issued to such former holder of ~~any liens~~such Company PSUs as fully paid and non-assessable Company Shares, ~~claims or encumbrances~~provided that no share certificates shall be issued with respect to such Company Shares; (vi) all Award Agreements in respect of Company PSUs, grants and similar instruments relating thereto shall be cancelled; and (cvii) the Company PRSU Plan shall be terminated, and none of the Company nor the Purchaser shall have any further liabilities or obligations thereunder; (d) each ~~Corporation Share outstanding~~ Company Out-Of-The-Money Option will be cancelled without any payment in respect thereof and the holder thereof will cease to be the holder of such Company Option, will cease to have any rights as a holder in respect of such Company Option, will be removed from the register of the Company Options, and all option agreements, grants and similar instruments relating thereto will be cancelled, and none of the Company nor the Purchaser shall have any further liabilities or obligations with respect thereto; (~~other than~~ e) each Company In-The-Money Option will be surrendered and cancelled in exchange for: (i) ~~Corporation~~ the relevant In-The-Money Amount and the relevant Company Optionholder will be issued the Company Option Shares, having a fair market value equal to the relevant aggregate In-The-Money Amount, net of applicable source deductions, and the Company Option Shares ~~held by Brookfield~~will be deemed to be issued to such Company Optionholder as fully paid and non-assessable Company Shares, ~~the Purchaser or any of their affiliates (which~~ provided that no share certificates shall ~~not~~ be ~~acquired under the Arrangement and shall remain outstanding as a Corporation Share held by Brookfield, the Purchaser or~~ issued with respect to such ~~affiliate, as the case may be);~~ Company Shares; (ii) ~~Corporation~~ the Company Option Balance Shares ~~held by Qualifying Holdcos,~~ will be issued in trust for the ~~Qualifying Holdco Shares of which are acquired~~ relevant Company Optionholder to a securities dealer designated by the Purchaser is issued in trust the Company Option Balance Shares, who will be authorized on behalf of the relevant holder of such Company Optionholder, to sell in the capital markets or otherwise the Purchaser Shares received in exchange for such Company Option Balance Shares pursuant to Section ~~3.1(b~~2.3(h) ~~(which shall not~~ to realize cash proceeds to satisfy the applicable source deductions in respect of the surrender of such Company Options and the Company Option Balance Shares will be ~~acquired under the Arrangement~~ deemed to be issued to such Company Optionholder as fully paid and ~~shall remain outstanding as Corporation Shares held by such Qualifying Holdco)~~non-assessable Company Shares; ~~and~~ and (iii) ~~Corporation Shares acquired by~~ the holder of such Company Option will cease to be the holder of such Company Option, will cease to have any rights as a holder in respect of such Company Option, will be removed from the applicable register of the Company Options, and all Award Agreements relating thereto will be cancelled, and neither the Company nor the Purchaser ~~pursuant~~ shall have any further liabilities or obligations with respect thereto (f) the Company Option Plan and the Company Legacy Equity Incentive Plan shall each be terminated, and none of the Company nor the Purchaser shall have any further liabilities or obligations thereunder. (g) notwithstanding any vesting provisions to ~~Section 3.1(a)~~which a TJAC Option might otherwise be subject (whether by contract, the terms and conditions of any Award Agreement or grant, the terms and conditions of the TJAC Option Plan or applicable Law), ~~shall be transferred~~ each TJAC Option issued and ~~deemed~~ outstanding immediately prior to ~~be transferred by~~ the ~~holder thereof~~Effective Time shall, without any further act or formality by or on ~~its part~~behalf of any TJAC Optionholder, be deemed to be fully vested and shall be surrendered by the holder thereof to TJAC (free and clear of all ~~liens, claims~~ Liens) and ~~encumbrances, to the Applicable Purchaser,~~ cancelled in exchange for ~~a payment in cash~~ the TJAC Option Consideration; and (i) TJAC will issue such number of TJAC common shares to the Company that is equal to the aggregate number of Company Shares required to be delivered by the Company pursuant to Section 2.3(g)(ii) in consideration of the Company issuing the aggregate TJAC Option Consideration in respect of all TJAC Options; (ii) the Company will deliver to the relevant holder of such TJAC Option Company Shares equal to the TJAC Option Net Payment, having a fair market value equal to the TJAC Option Consideration, net of applicable source deductions, and the TJAC Net Option Payment issuable in connection therewith will be deemed to be issued to such holder of such TJAC Options as fully-paid and non-assessable; (iii) the Company will issue in trust for the relevant holder of such TJAC Options to a securities dealer designated by the Purchaser the TJAC Option Balance Shares, who is authorized on behalf of the relevant holder of such TJAC Options, to sell in the capital markets or otherwise the Purchaser Shares received in exchange for such TJAC Option Balance Shares pursuant to Section 2.3(h) to realize cash proceeds to satisfy the applicable source deductions in respect of the surrender of such TJAC Options and the TJAC Option Balance Shares will be deemed to be issued to such TJAC Optionholder as fully paid and non-assessable Company Shares (iv) each holder of such TJAC Option shall cease to be the holder thereof and to have any rights as a TJAC Optionholder; (v) the name of each such holder shall be removed from the register of ~~holders~~ the TJAC Optionholders maintained by or on behalf of ~~Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered~~ TJAC; (vi) each such former holder of ~~the Corporation Shares so transferred and~~ such TJAC Option shall be deemed to be the ~~legal~~ holder of the Company Shares comprising the TJAC Option Net Payment and ~~beneficial owner thereof~~shall be entered in the register of the Company Shareholders maintained by or on behalf of the Company, and such Company Shares shall be issued to such former holder of such TJAC Options as fully paid and non-assessable Company Shares, provided that no share certificates shall be issued with respect to such Company Shares; (vii) all Award Agreements in respect of TJAC Options, grants and similar instruments relating thereto shall be cancelled; and (viii) the TJAC Option Plan shall be terminated, and none of the Company, TJAC nor the Purchaser shall have any further liabilities or obligations thereunder; (h) each Company Share outstanding immediately prior to the Effective Time (other than Common Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised under Section 2.3(a) shall be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for the Consideration; and (i) each holder of such Company Shares shall cease to be the holder thereof and to have any rights as a Company Shareholder, other than the right to be paid the Consideration per Company Share in accordance with this Plan of Arrangement; (ii) the name of the each such holder of Company Shares shall be removed from the register of the Company Shareholders maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Company Shares, free and clear of ~~any liens~~all Liens, ~~claims~~ and shall be entered in the register of the Company Shareholders maintained by or ~~encumbrances~~on behalf of the Company.

Appears in 1 contract

Sources: Amending Agreement (IM Cannabis Corp.)

Arrangement. 3.1 Commencing at the Effective Time, each of the ~~following~~ events ~~or transactions~~ set out below shall occur and shall be deemed to occur sequentially in the following ~~sequence~~ order without any further act or ~~formality~~formality except as otherwise expressly provided herein: (a) ~~each outstanding Corporation Share~~ the Company Shares held by a Dissenting ~~Shareholder shall~~ Shareholders who have exercised Dissent Rights which remain valid immediately before the Effective Time shall, as of the Effective Time, be deemed to be have been transferred ~~by the holder thereof~~ to ~~the Corporation~~ Newmarket (free and clear of ~~all~~ any liens, ~~claims~~ charges or encumbrances of any nature whatsoever) and ~~encumbrances~~Newmarket shall thereupon be obligated to pay the amount therefor determined and payable in accordance with Article 5 hereof and, ~~and each~~ as of the Effective Time, such Dissenting ~~Shareholder~~ Shareholders shall cease to have any rights as ~~a Corporation Shareholder~~ Company Shareholders, other than the right to be paid the fair value of their ~~Corporation~~ Company Shares by ~~the Corporation~~ Newmarket 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~~Dissent Rights; (b) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder~~ from and after the Effective Date, Subco and the Company shall be ~~transferred~~ amalgamated under the CBCA and ~~deemed~~ continue as one corporation (“Amalco”) on the terms prescribed in this Plan of Arrangement (the “Amalgamation”) as follows: a. the name of Amalco shall be “ •”; b. Amalco shall be authorized to issue an unlimited number of common shares without par value; c. The registered office of Amalco will be ~~transferred by~~ the ~~Qualifying Holdco Shareholder~~registered office of Subco d. There shall be no restrictions on the business Amalco may carry on or on the powers it may exercise; e. The directors of Amalco shall, ~~without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to the Purchaser,~~ until otherwise changed in accordance with the ~~applicable Holdco Agreement~~CBCA, ~~in exchange for~~ consist of a ~~payment in cash equal~~ minimum number of one and a maximum number of ten; f. the first directors of Amalco following the Amalgamation shall be the directors of Subco; and g. the provisions of subsections 186(a), (b), (c), (d), (e) and (f) of the CBCA will apply to the ~~Holdco Share Consideration,~~ Amalgamation with the result that: i. The Amalgamation of the Subco and the ~~name~~ Company and their continuance as one corporation shall become effective; ii. The property of ~~such holder~~ each of Subco and the Company shall continue to be the property of Amalco; iii. Amalco shall continue to be liable for the obligations of each of Subco and the Company; iv. Any existing cause of action, claim or liability to prosecution shall be ~~removed from~~ unaffected; v. Any civil, criminal or administrative action or proceeding pending by or against Subco or the ~~register~~ Company may continue to be prosecuted by or against Amalco; and vi. Any conviction against, or ruling, or order or judgment in favour of ~~holders~~ or against Subco or the Company may be enforced by or against Amalco; h. The Articles of ~~Qualifying Holdco Shares maintained in respect of~~ Arrangement filed to give effect to the ~~applicable Qualifying Holdco, and the Purchaser shall be recorded as the registered holder of the Qualifying Holdco Shares so transferred and~~ Arrangement shall be deemed to be the ~~legal~~ articles of amalgamation of Amalco and ~~beneficial owner thereof, free and clear~~ the Certificate of ~~any liens, claims or encumbrances; and (c) each Corporation Share outstanding (other than (i) Corporation Shares held~~ Arrangement issued in respect of such Articles of Arrangement by ~~Brookfield,~~ the ~~Purchaser or any of their affiliates (which shall not be acquired~~ Director 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and CBCA shall be deemed to be the ~~legal~~ certificate of amalgamation of Amalco; and i. The by-laws of Amalco shall be the same as those of Subco, mutatis mutandis; (c) Pursuant to such Amalgamation: (i) each Company Share (other than Company Shares held by Newmarket) shall be cancelled in exchange for the Consideration; (ii) each Company Share held by Newmarket and ~~beneficial owner thereof~~each Subco common share shall be converted into one common share of Amalco; (iii) as consideration for the issuance of the Consideration by Newmarket in connection with the Amalgamation, ~~free~~ Amalco shall issue to Newmarket one common share of Amalco for each Newmarket share issued pursuant to Section 3.1(c)(i); (iv) The stated capital of the common shares of Amalco will be equal to the total of (a) the aggregate paid-up capital (as such term is defined in the Tax Act) of the Company Shares described in Section 3.1(c)(i), (b) the aggregate paid-up capital (as such term is defined in the Tax Act) of the Company Shares described in Section 3.1(c)(ii), and ~~clear~~ (c) the aggregate paid-up capital (as such term is defined in the Tax Act) of the Subco common shares described in Section 3.1(c)(ii); (v) there shall be added to the stated capital of the Newmarket Shares an amount equal to the paid-up capital (as such term is defined in the Tax Act) of the Company Shares described in Section3.1(c)(i); (d) each Company Option outstanding immediately prior to the Effective Time, whether vested or not, will be exchanged for a Newmarket Replacement Option to acquire from Newmarket the number of Newmarket Shares equal to the product of (A) the number of Company Shares subject to the Company Option immediately before the Effective Time, and (B) the Option Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Newmarket Share on any ~~liens~~particular exercise of Newmarket Replacement Options, ~~claims~~ then the number of Newmarket Shares otherwise issued shall be rounded down to the nearest whole number of Newmarket Shares. The exercise price per Newmarket Share subject to any such Newmarket Replacement Option shall be an amount equal to the quotient of (A) the exercise price per Company Share under the exchanged Company Option immediately prior to the Effective Time divided by (B) the Option Exchange Ratio (provided that the aggregate exercise price payable on any particular exercise of Newmarket Replacement Options shall be rounded up to the nearest whole cent). Except as set out above, the terms of each Newmarket Replacement Option shall be the same as the terms of the Company Option exchanged therefor pursuant to the Company Equity Compensation Plan and any agreement evidencing the grant thereof prior to the Effective Time. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such exchange and that the exchange with respect to Company Options held by U.S. Persons shall be effected in a manner consistent with Section 409A of the Code. Therefore, in the event that the Newmarket Replacement Option In-The-Money Amount in respect of a Company Option would otherwise exceed the Company Option In-The-Money Amount in respect of the Newmarket Replacement Option, the number of Newmarket Shares which may be acquired on exercise of the Newmarket Replacement Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Newmarket Replacement Option In-The-Money Amount in respect of the Newmarket Replacement Option does not exceed the Company Option In-The-Money Amount in respect of the Company Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged; and (e) each SAS Option outstanding immediately prior to the Effective Time, whether vested or ~~encumbrances~~not, will be exchanged for a Newmarket Replacement SAS Option to acquire from Newmarket the number of Newmarket Shares equal to the product of (A) the number of Company Shares subject to the SAS Option immediately before the Effective Time, and (B) the Option Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of a Newmarket Share on any particular exercise of Newmarket Replacement SAS Options, then the number of Newmarket Shares otherwise issued shall be rounded down to the nearest whole number of Newmarket Shares. The exercise price per Newmarket Share subject to any such Newmarket Replacement SAS Option shall be an amount equal to the quotient of (A) the exercise price per Company Share under the exchanged SAS Option immediately prior to the Effective Time divided by (B) the Option Exchange Ratio (provided that the aggregate exercise price payable on any particular exercise of Newmarket Replacement SAS Options shall be rounded up to the nearest whole cent). Except as set out above, the terms of each Newmarket Replacement SAS Option shall be the same as the terms of the SAS Option exchanged therefor pursuant to the SAS Option Plan and any agreement evidencing the grant thereof prior to the Effective Time. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such exchange and that the exchange with respect to the SAS Options held by U.S. Persons shall be effected in a manner consistent with Section 409A of the code. Therefore, in the event that the Newmarket Replacement SAS Option In- The-Money Amount in respect of a SAS Option would otherwise exceed the SAS Option In-The-Money Amount in respect of the Newmarket Replacement SAS Option, the number of Newmarket Shares which may be acquired on exercise of the Newmarket Replacement SAS Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Newmarket Replacement SAS Option In-The-Money Amount in respect of the Newmarket Replacement SAS Option does not exceed the SAS Option In-The-Money Amount in respect of the SAS Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged.

Appears in 1 contract

Sources: Arrangement Agreement (Kirkland Lake Gold Ltd.)

Arrangement. Commencing at the Effective Time, the following ~~events~~ steps or transactions ~~shall~~ shall, unless specifically provided otherwise in this Section 2.3, occur and shall be deemed to occur in the following ~~sequence~~ order as set out below without any further authorization, act or formality, in each case at one-minute intervals starting at the Effective Time: (a) each ~~outstanding Corporation~~ Argonaut Share held by a Dissenting Shareholder shall be, and shall be deemed to be 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; (bLiens) 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, to Argonaut for cancellation, and in consideration therefor such Dissenting Shareholder shall have a debt-claim to be paid the aggregate fair value of such Argonaut Shares as determined pursuant to Section 3.1, and, in respect of the Argonaut Shares so transferred: (i) each such Dissenting Shareholder shall cease to be the holder of such Argonaut Shares and to have any rights as Argonaut Shareholders other than the right to be paid the fair value for such Argonaut Shares as set out in Section 3.1; (ii) the name of each such Dissenting Shareholder shall be removed as an Argonaut Shareholder from the registers of Argonaut Shareholders maintained by or on behalf of Argonaut; (iii) each such Dissenting Shareholder shall have been deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Argonaut Shares to Argonaut; (iv) such Argonaut Shares so transferred to Argonaut shall thereupon be cancelled by Argonaut and the registers of Argonaut Shareholders maintained by or on behalf of Argonaut shall be revised accordingly; and (v) the stated capital account maintained by Argonaut in respect of the Argonaut Shares shall be reduced by an amount equal to the product obtained when (i) the amount of the stated capital account in respect of the Argonaut Shares immediate prior to the Effective Time, is multiplied by (ii) a fraction, the numerator of which is the number of Argonaut Shares transferred and cancelled pursuant to this Section 2.3(a) and the denominator of which is the number of Argonaut Shares outstanding immediately prior to the Effective Time; (b) the transactions contemplated by the New Argonaut Contribution Agreement shall become effective, and pursuant thereto Argonaut shall transfer, assign and convey to New Argonaut the Argonaut Contributed Assets and New Argonaut shall accept and assume the New Argonaut Liabilities and issue to Argonaut the New Argonaut Consideration Shares, and Argonaut shall be entered into the register of New Argonaut Shares maintained by or on behalf of New Argonaut as the registered owner of such New Argonaut Consideration Shares; (c) each outstanding Argonaut RSU that has vested prior to the Effective Time shall be redeemed and cancelled, and in consideration Argonaut shall allot and issue from treasury to the holders of such redeemed Argonaut RSUs such number of fully-paid Argonaut Shares as are due to such holders under the terms of the Argonaut Incentive Plan (less any amounts withheld in accordance with this Plan of Arrangement); (d) each holder of an Argonaut DSU shall resign from, and shall be deemed to have immediately resigned from, the Argonaut Board and the board of directors of any affiliate of Argonaut; (e) following the resignation of the holders of Argonaut DSUs in accordance with Section 2.3(d), all of the issued and outstanding Argonaut DSUs shall immediately vest, and upon such vesting shall immediately be redeemed and cancelled, and in consideration Argonaut shall allot and issue from treasury to each holder of Argonaut DSUs such number of fully-paid Argonaut Shares as are due to such holder under the terms of the Argonaut Incentive Plan (less any amounts withheld in accordance with this Plan of Arrangement); (f) the authorized share capital of Argonaut shall be amended, as more particularly described in Schedule “A” to this Plan of Arrangement, by the creation of Argonaut Class A Shares, of which an unlimited number of shares may be issued, and the articles of Argonaut shall be deemed to be amended accordingly; (g) the New Argonaut Incentive Plan shall come into force; (h) each holder of an issued and outstanding Argonaut Option shall simultaneously: (i) dispose of, and be deemed to have disposed of, the Argonaut Portion of such Argonaut Option to Argonaut (free and clear of all ~~liens~~Liens), ~~claims~~ and ~~encumbrances~~as the sole consideration therefor Argonaut will grant to such holder an option to purchase one (1) Argonaut Class A Share (an “Argonaut Class A Option”), which Argonaut Class A Option will (A) have an exercise price equal to the product obtained when the exercise price payable to acquire an Argonaut Share under such Argonaut Option is multiplied by the Argonaut Portion (provided that the aggregate exercise price payable on any particular exercise of Argonaut Class A Options shall be rounded up to the nearest whole cent), and (B) otherwise shall have the same terms and conditions, including with respect to expiry and manner of exercising, as such Argonaut Option (except that the term to expiry of any Argonaut Class A Option shall not be affected by a holder thereof ceasing to be an employee, consultant, officer or director of Argonaut), and any document evidencing such Argonaut Option shall thereafter evidence and be deemed to evidence such Argonaut Class A Option; and (ii) dispose of, and be deemed to have disposed of, the New Argonaut Portion of such Argonaut Option to New Argonaut (free and clear of all Liens), and as the sole consideration therefor New Argonaut will grant to such holder an option, pursuant to the New Argonaut Incentive Plan, to purchase a Fractional New Argonaut Share (a “New Argonaut Option”), which New Argonaut Option will (A) have an exercise price for such Fractional New Argonaut Share equal to the ~~Applicable Purchaser~~product obtained when the exercise price payable to acquire an Argonaut Share under such Argonaut Option is multiplied by the New Argonaut Portion (provided that the aggregate exercise price payable on any particular exercise of Argonaut Class A Options shall be rounded up to the nearest whole cent), (B) have the same expiry date as the expiry date of such Argonaut Option, and (C) otherwise be subject to the terms and conditions, including with respect to manner of exercising, set out in the New Argonaut Incentive Plan (except that the term to expiry of any New Argonaut Option shall not be affected by a holder thereof ceasing to be an employee, consultant, officer or director of New Argonaut). It is intended that subsection 7(1.4) of the Tax Act apply to the disposition and exchange of Argonaut Options pursuant to this Section 2.3(h). Accordingly, and notwithstanding clauses (i) and (ii) above, the exercise price of an Argonaut Class A Option or a New Argonaut Option, as the case may be, shall be adjusted as necessary to ensure that the aggregate In-the-Money Amount of the Argonaut Class A Option and New Argonaut Option immediately after the exchange does not exceed the In-the-Money Amount of the Argonaut Option immediately before the exchange; (i) Argonaut shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act, pursuant to which each outstanding Argonaut Share (including, for the avoidance of doubt, any Argonaut Shares issued to holders of Argonaut RSUs and Argonaut DSUs pursuant to Section 2.3, but excluding any Argonaut Shares that are cancelled pursuant to Section 2.3(a)) shall be, and shall be deemed to be, transferred to Argonaut (free and clear of any Liens) in exchange for one (1) Argonaut Class A Share and a ~~payment in cash equal to the Consideration~~Fractional New Argonaut Share, and such Argonaut Shares shall thereupon be cancelled, and: (i) the ~~name~~ holders of such ~~holder~~ Argonaut Shares shall cease to be the holders thereof and to have any rights or privileges as holders of such Argonaut Shares; (ii) such holders’ names shall be removed from the register of the Argonaut Shares maintained by or on behalf of Argonaut; (iii) each Argonaut Shareholder shall be deemed to be the holder of the Argonaut Class A Shares and New Argonaut Shares (in each case, free and clear of any Liens) received in exchange for their Argonaut Shares and shall be entered in the register of Argonaut or New Argonaut, as the case may be, as the registered holder thereof; and (iv) the stated capital account maintained by Argonaut in respect of the Argonaut Shares shall be reduced to nil, and there shall be added to the stated capital account maintained by Argonaut in respect of the Argonaut Class A Shares, the amount by which (A) the paid-up capital in respect of the Argonaut Shares immediately prior to the exchange in this Section 2.3(i) exceeds the Fair Market Value of the New Argonaut Shares distributed by Argonaut to the Argonaut Shareholders on such exchange; (j) concurrently with the transfer of Argonaut Shares under Section 2.3(i), the New Argonaut Board Nominees shall be appointed to, and shall comprise, the board of directors of New Argonaut and, concurrently with such appointment, any individuals other than the New Argonaut Board Nominees who are directors of New Argonaut immediately prior to such time shall, and shall be deemed to, resign as directors of New Argonaut; (k) each outstanding Argonaut Class A Share (other than Argonaut Class A Shares held by Alamos or any affiliate thereof) shall, without further act or formality by or on behalf of a holder of Argonaut Class A Shares, be irrevocably assigned and transferred by the holder thereof to Alamos (free and clear of all Liens) in exchange for 0.0185 of an Alamos Share for each Argonaut Class A Share held, and: (i) the holders of ~~Corporation Shares, and, with respect to Corporation~~ such Argonaut Class A Shares ~~elected~~ shall cease to be ~~transferred~~ the holders thereof and to have any rights as holders of such Argonaut Class A Shares other than the ~~Purchaser, the Purchaser~~ right to receive 0.0185 of an Alamos Share per Argonaut Class A Share in accordance with this Plan of Arrangement; (ii) such holders’ name shall be ~~recorded~~ removed from the register of the Argonaut Class A Shares maintained by or on behalf of Argonaut; (iii) Alamos shall be deemed to be the transferee and the legal and beneficial holder of such Argonaut Class A Shares (free and clear of all Liens) and shall be entered as the registered holder of such Argonaut Class A Shares in the register of the Argonaut Class A Shares maintained by or on behalf of Argonaut; and (iv) each former holder of such exchanged Argonaut Class A Shares shall be entered in the register of the Alamos Shares maintained by or on behalf of Alamos as the registered holder of the ~~Corporation~~ Alamos Shares ~~so transferred~~ which such holder is entitled to receive pursuant to this Section 2.3(k); (l) each holder of an Argonaut Class A Option shall dispose of, and ~~shall~~ be deemed to ~~be the legal and beneficial owner thereof~~have disposed of, such Argonaut Class A Option to Alamos (free and clear of all Liens), and as the sole consideration therefor Alamos will grant to such holder an option (each, an “Alamos Replacement Option”) to purchase from Alamos 0.0185 of an Alamos Share (provided that if the foregoing would result in the issuance of a fraction of an Alamos Share on any ~~liens~~particular exercise of Alamos Replacement Options in the aggregate, ~~claims~~ then the number of Alamos Shares otherwise issuable shall be rounded down to the nearest whole number of Alamos Shares). Such Alamos Replacement Option shall provide for an exercise price per whole Alamos Share (rounded up to the nearest whole cent) equal to the quotient obtained when (i) the exercise price that would otherwise be payable to acquire an Argonaut Class A Share pursuant to the Argonaut Class A Option it replaces, is divided by (ii) the Alamos Exchange Ratio (provided that the aggregate exercise price payable on any particular exercise of Alamos Replacement Options shall be rounded up to the nearest whole cent). All terms and conditions of an Alamos Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Argonaut Class A Option for which it was exchanged (except that the term to expiry of any Alamos Replacement Option shall not be affected by a holder of Alamos Replacement Options not becoming, or ~~encumbrances~~ceasing to be, an employee, consultant, officer or director of Argonaut or Alamos, as the case may be), and any document evidencing an Argonaut Class A Option shall thereafter evidence and be deemed to evidence such Alamos Replacement Option. It is intended that subsection 7(1.4) of the Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, the exercise price of an Alamos Replacement Option shall be adjusted as necessary to ensure that the In-the-Money Amount of the Alamos Replacement Option immediately after the exchange does not exceed the In-the-Money Amount of the Argonaut Class A Option immediately before the exchange; (m) each outstanding Argonaut RSU that has not vested prior to the Effective Time shall (i) be adjusted, and be deemed to have been adjusted, pursuant to the Argonaut Incentive Plan, so that on or after the Vesting Date (as defined in the Argonaut Incentive Plan) of such Argonaut RSU the holder of such Argonaut RSU shall be entitled to receive – in lieu of Argonaut Shares, cash, securities or other property or a combination thereof equal in value to an Argonaut Share – a fraction of an Alamos Share, cash, securities or other property or a combination thereof equal in value to a Fractional Alamos Share, (ii) remain outstanding on the same terms as it had immediately prior to the Effective Time, apart from the adjustment referred to in (i) of this Section 2.3(m), and (iii) continue to be subject to and governed by the Argonaut Incentive Plan; and (n) except in relation to holders of unvested Argonaut RSUs, the Argonaut Incentive Plan will terminate and none of (i) the former holders of Argonaut Options, Argonaut Class A Options, Argonaut PSUs or Argonaut DSUs, (ii) the former holders of Argonaut RSUs that have vested prior to the Effective Time, (iii) the Parties or (iv) any of the respective successors or assigns of any of the foregoing (including, for the avoidance of doubt, New Argonaut with respect to the New Argonaut Portion of an Argonaut Option disposed of pursuant to Section 2.3(h)(ii)) shall have any rights, liabilities or obligations in respect of the Argonaut Incentive Plan. Each of the events listed in this Section 2.3 will be, without affecting the timing set out herein, mutually conditional, such that no event may occur without all steps occurring, and those events will affect the integrated transaction which constitutes the Arrangement.

Appears in 1 contract

Sources: Arrangement Agreement (Alamos Gold Inc)

Arrangement. ~~Commencing at~~ Subject to the ~~Effective Time~~satisfaction or waiver of the conditions set out within Article 7 of the Arrangement Agreement in accordance with the relevant provisions of the Arrangement Agreement, the following ~~events or~~ transactions shall occur and shall be deemed to occur and be completed in the following ~~sequence~~ order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise), provided that the purchase and sale provided for in Section 3.01 shall have occurred prior to the Effective Time: (a) ~~each outstanding Corporation Share held by a Dissenting Shareholder~~ Holdco shall ~~be deemed~~ amalgamate with Parentco to ~~be transferred by~~ form one corporation, with the ~~holder thereof to~~ same effect as if Holdco and Parentco had amalgamated under Section 269 of the ~~Corporation free~~ BCBCA, except that the separate legal existence of Parentco shall not cease and ~~clear of all liens~~Parentco will survive the amalgamation (Parentco, ~~claims and encumbrances~~as such surviving entity, ~~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“Resulting Issuer”), in accordance with the ~~applicable~~ following, all of which shall occur and become effective simultaneously at the time of the amalgamation: (i) the separate legal existence of Holdco ~~Agreement~~shall cease without Parentco being liquidated or wound up and Holdco and Parentco shall continue as one company; (ii) the notice of articles and articles of the Resulting Issuer shall be substantially in the form of the notice of articles and articles of Parentco, ~~in exchange for a payment in cash equal~~ subject to the other terms of this Plan of Arrangement; (A) each Holdco Share issued and outstanding immediately prior to the amalgamation shall automatically be exchanged for the Tevva Consideration~~, and~~ ; (B) the ~~name~~ authorized capital of ~~such holder~~ the Resulting Issuer shall be ~~removed from~~ the ~~register~~ same as the authorized capital of ~~holders~~ Parentco immediately prior to the amalgamation; and (C) in connection with the foregoing, the capital of ~~Qualifying Holdco Shares maintained~~ the Resulting Issuer in respect of the ~~applicable Qualifying Holdco, and the Purchaser~~ Resulting Issuer Shares shall be ~~recorded as~~ equal to the ~~registered holder~~ capital of Holdco in respect of the ~~Qualifying~~ Holdco Shares ~~so transferred~~ immediately before the Effective Time; (iv) the property, rights and interests of Holdco and Parentco shall be ~~deemed to be~~ the ~~legal~~ property, rights and ~~beneficial owner thereof, free and clear~~ interests of ~~any liens, claims or encumbrances; and~~the Resulting Issuer; (cv) ~~each Corporation Share outstanding~~ the Resulting Issuer shall be liable for the liabilities and obligations of Holdco and Parentco; (~~other than (i~~vi) ~~Corporation Shares held~~ any existing cause of action, claim or liability to prosecution of Holdco or Parentco shall be unaffected and any legal proceeding being prosecuted or pending by ~~Brookfield~~or against either Holdco or Parentco may be prosecuted, ~~the Purchaser~~ or ~~any of their affiliates (which shall not~~ by its prosecution may be ~~acquired under the Arrangement and shall remain outstanding as a Corporation Share held by Brookfield, the Purchaser or such affiliate~~continued, as the case may be); , by or against the Resulting Issuer; (iivii) ~~Corporation Shares held~~ a conviction against, or ruling, order or judgment in favour of or against either ▇▇▇▇▇▇ or Parentco may be enforced by ~~Qualifying Holdcos,~~ or against the ~~Qualifying Holdco Shares of which are acquired by the Purchaser pursuant to Section 3.1(b~~Resulting Issuer; (viii) (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 Consideration, and the name of ~~such holder~~ the Resulting Issuer shall be ~~removed from~~ “Tevva Motors, Inc.”; (ix) the ~~register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder~~ first directors of the ~~Corporation Shares so transferred and~~ Resulting Issuer following the amalgamation shall ~~be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.~~be: (A) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (C) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Appears in 1 contract

Sources: Arrangement Agreement (Electrameccanica Vehicles Corp.)

Arrangement. ~~Commencing~~ The Plan of Arrangement shall, with such other matters as are necessary to give effect to the Arrangement, provide for substantially the following to occur commencing at the Effective ~~Time~~Time and in chronological order, ~~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~~ Buyco shall acquire all issued and outstanding ~~Corporation Share held by a Dissenting Shareholder shall be deemed~~ Subco-RI Shares from Pubco (the “Purchase Shares”) for consideration of the Purchase Price comprised of the Deposit to be ~~transferred~~ paid on execution of the Arrangement Agreement and the Balance to be paid at Closing; (b) Buyco and Subco-RI shall exchange securities on a 1:1 basis, as follows: i. each Buyco Share, other than a Buyco Share for which Dissent Rights have been validly exercised by the holder thereof who is a Dissenting Buyco Shareholder and who is ultimately entitled to be paid fair value for his Buyco Shares, will be exchanged by the ~~Corporation~~ holder thereof without any further act or formality and free and clear of all liens, claims and encumbrances, for one (1) fully paid 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 hereofnon- assessable Subco-RI Share, and the name of ~~such~~ each holder ~~shall~~ will be removed from the central securities register of ~~holders~~ Buyco and added to the central securities register of ~~Corporation Shares, and such Corporation Shares~~ Subco-RI; ii. the Buyco Shareholder thereof 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~~deemed, without any further ~~act~~ action on his or ~~formality on its~~ her part, ~~free~~ to have executed and ~~clear~~ delivered any necessary transfer form, power of ~~all liens, claims~~ attorney or assignment required to transfer his or her Buyco Shares to Subco-RI; and iii. the certificates representing the Buyco Shares held by the former Buyco Shareholders will be deemed to have been cancelled subsequent to their transfer to Subco-RI and ~~encumbrances, to the Purchaser,~~ will be replaced by a single share certificate registered 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~~ Subco-RI and Subco-RI will 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~~ will be deemed to be the ~~legal~~ lawful owner 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 transferee of all ~~liens~~such Buyco Shares; thereafter, ~~claims~~ any director of Subco-RI will be authorized to execute any such further documents and ~~encumbrances,~~ assurances as may be required by any transfer agent or depositary to fully give effect to the ~~Applicable Purchaser, in exchange for a payment in cash equal to the Consideration,~~ transfer and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.cancellations contemplated hereby;

Appears in 1 contract

Sources: Arrangement Agreement

Arrangement. 3.1 Commencing at the Effective Time, each of the ~~following~~ events ~~or transactions~~ set out below shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further act or ~~formality~~formality except as otherwise provided herein: (a) ~~each outstanding Corporation Share~~ the Shellbridge Shares held by a Dissenting ~~Shareholder shall~~ Shareholders who have exercised Dissent Rights which remain valid immediately prior to the Effective Time shall, as of the Effective Time, be deemed to be have been transferred ~~by the holder thereof~~ to ~~the Corporation~~ True (free ~~and clear~~ of ~~all liens, claims and encumbrances~~any claims), and ~~each~~ as of the Effective Time, such Dissenting ~~Shareholder~~ Shareholders shall cease to have any rights as ~~a Corporation Shareholder~~ shareholders of Shellbridge other than the right to be paid the fair value of their ~~Corporation~~ Shellbridge Shares ~~by the Corporation~~ in accordance with Article ~~4 hereof~~4; (b) the Trust shall issue to True a number of Trust Units equal to 0.14 times the number of issued and outstanding Shellbridge Shares (other than those held by Dissenting Shareholders) at the Effective Time; (c) True shall issue a Note to the Trust for the Trust Units issued pursuant to Section 3.1(b) in the principal amount equal to the Trust Unit Weighted Average Trading Price multiplied by the total number of Trust Units issued pursuant to Section 3.1(b); (d) Subject to Section 5.6, each issued and outstanding Shellbridge Share (other than those held by Dissenting Shareholders) shall be transferred to True in exchange for 0.14 of a Trust Unit; (e) True and Shellbridge shall be amalgamated and continue as one corporation such that: (i) immediately prior to such amalgamation the stated capital of the outstanding Shellbridge Shares shall be reduced, without payment, to $1.00 in aggregate; (ii) all of the shares of Shellbridge shall be cancelled without any repayment of capital; (iii) the articles of the amalgamated corporation shall be the same as the articles of True and the name of the amalgamated corporation shall be “True Energy Inc.”; (iv) no securities shall be issued by the amalgamated corporation in connection with the amalgamation, and for greater certainty, the shares of True shall survive and continue to be shares of the amalgamated corporation without amendment; (v) the property of each of the amalgamating corporations shall continue to be the property of the amalgamated corporation; (vi) the amalgamated corporation shall continue to be liable for the obligations of each of the amalgamating corporations; (vii) any existing cause of action, claim or liability to prosecution of any of the amalgamating corporations shall be unaffected; (viii) any civil, criminal or administrative action or proceeding pending by or against any of the amalgamating corporations may be continued to be prosecuted by or against the amalgamated corporation; (ix) a conviction against, or ruling, order or judgment in favour of or against any of the amalgamating corporations may be enforced by or against the amalgamated corporation; (x) the articles of amalgamation of the amalgamated corporation shall be deemed to be the articles of incorporation of the amalgamated corporation and the certificate of amalgamation of the amalgamated corporation shall be deemed to be the certificate of incorporation of the amalgamated corporation; (xi) the by-laws of True shall be the by-laws of the amalgamated corporation; (xii) the first directors of the amalgamated corporation shall be the directors of True; (xiii) the first officers of the amalgamated corporation shall be the officers of True; and (xiv) the registered office of the amalgamated corporation shall be the registered office of True. 3.2 With respect to each holder of Shellbridge Shares (other than a Dissenting Shareholder) at the Effective Time, upon the exchange of Shellbridge Shares for Trust Units pursuant to Section 3.1(d): (i) such former holder of Shellbridge Shares shall be added to the register of holders of Trust Units; (ii) such holder shall cease to be a holder of the Shellbridge Shares so exchanged and the name of such holder shall be removed from the register of holders of ~~Corporation Shares, and such Corporation~~ Shellbridge Shares ~~shall be cancelled~~as it relates to the Shellbridge Shares so exchanged; (biii) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder~~ True shall become the holder of the Shellbridge Shares so exchanged and shall be ~~transferred and deemed~~ added 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shellbridge Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.;

Appears in 1 contract

Sources: Arrangement Agreement (True Energy Trust)

Arrangement. ~~Commencing at~~ Pursuant to the ~~Effective Time~~Arrangement, the following ~~events or~~ transactions shall occur and shall be deemed to occur at the Effective Time (unless otherwise specified), in the following ~~sequence without any further act or formality~~order: (a) Purchaser (or one of its Affiliates) will provide (i) one or more loans (the “Royal Third Party Debt Payoff Loans”) to Royal in the aggregate amount equal to the aggregate of all amounts owing under the Specified Third Party Debt;(ii) a loan to Royal equal to the aggregate amount payable by Royal under section ‎3.1(d) (the “Royal Option Loan”); and (iii) a loan to Royal equal to the aggregate amount payable by Royal under section ‎3.1(e) (the “RSU Payment Loan”). The Royal Third Party Debt Payoff Loans, the Royal Option Loan and the RSU Payment Loan will be evidenced by demand promissory notes issued by Royal to Purchaser (or the applicable Affiliate of Purchaser); (b) immediately upon receipt of the Royal Third Party Debt Payoff Loans, Royal will repay in full all amounts owing under the Specified Third Party Debt; (c) two minutes after the completion of the immediately preceding step, each ~~outstanding Corporation~~ Royal Share, other than a Royal 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, will be acquired by Purchaser without any further authorization, 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~~formality, in exchange for a cash payment ~~in cash~~ by Purchaser equal to the ~~Holdco Share Consideration~~Purchase Price, ~~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~~less any required withholding taxes, and the Purchaser ~~shall be recorded as the registered holder of the Qualifying Holdco Shares so transferred and shall~~ will be deemed to be the legal and beneficial owner thereof, free and clear of ~~any~~ all 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 lienscharges, claims and encumbrances, . The names of the holders of the Royal Shares transferred to ~~the Applicable Purchaser, in exchange for a payment in cash equal to the Consideration, and the name of such holder~~ Purchaser shall be removed from the ~~register~~ applicable registers of holders of ~~Corporation Shares, and, with respect to Corporation~~ Royal Shares ~~elected to be transferred to the Purchaser, the~~ and Purchaser shall be recorded as the registered holder of the ~~Corporation~~ Royal Shares so ~~transferred~~ acquired and shall be deemed ~~to be~~ the legal and beneficial owner thereof; (d) two minutes after the completion of the immediately preceding step, ~~free~~ each Royal Option issued and ~~clear~~ outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and will be deemed to have been disposed of to Royal in exchange for a cash payment by Royal equal to the amount, if any, of the In-the-Money Amount of such Royal Option, less any ~~liens~~required withholding taxes; (e) at the same time as the preceding step, ~~claims~~ each RSU issued and outstanding immediately prior to the Effective Time, whether vested or ~~encumbrances~~unvested, will be cancelled in exchange for a cash payment by Royal equal to $l per RSU, less any required withholding taxes; and (f) the Long-Term Incentive Plan and the Senior Management Incentive Plan shall be terminated.

Appears in 1 contract

Sources: Arrangement Agreement (Royal Group Technologies LTD)

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur sequentially in the following ~~sequence~~ order without any further act or formality: (a) each ~~outstanding Corporation Share held by a Dissenting Shareholder~~ independent contractor agreement or employment agreement between the Company or any of its subsidiaries and each of the Terminated Persons, as applicable, shall ~~be deemed~~ terminate (and for greater certainty, without limiting the generality of the foregoing, the positions of each employee or individual that provided the services of such Terminated Person under an independent contractor agreements, as applicable, shall also terminate), and Highlander shall deliver or arrange to be ~~transferred by~~ delivered in accordance with the ~~holder thereof~~ terms of the Arrangement Agreement to each Terminated Person the portion of the Termination Obligations to which they are entitled; (b) Highlander shall deliver or arrange to be delivered in accordance with the terms of the Arrangement Agreement to each Bear Creek Financial Advisor and to each Service Provider the portion of the Service Obligations to which they are entitled; (c) each Bear Creek Out-of-the-Money Option outstanding immediately prior to the ~~Corporation free and clear~~ Effective Time shall, without any further action by or on behalf of ~~all liens~~any Bear Creek Optionholder, ~~claims and encumbrances~~be cancelled without any payment in respect thereof, and thereafter: (i) each ~~Dissenting Shareholder~~ holder of a Bear Creek Out-of-the-Money Option shall cease to be a holder of such Bear Creek Out-of-the-Money Option and to have any rights as a ~~Corporation Shareholder~~ Bear Creek Optionholder, (ii) all agreements relating to the Bear Creek Out-of-the-Money Options shall be terminated and shall be of no force and effect, and (iii) the name of each holder of a Bear Creek Out-of-the-Money Option shall be removed from the register of Bear Creek Options maintained by or on behalf of Bear Creek; (d) each Bear Creek In-the-Money Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall immediately and unconditionally vest, notwithstanding the terms of the Bear Creek Stock Option Plan or any agreement in respect thereof, and shall, without any further action by or on behalf of any Bear Creek Optionholder, be deemed to be assigned and transferred by such Bear Creek Optionholder (free and clear of all Liens) to Bear Creek for cancellation in exchange for the Option Consideration (net of any withholding of Bear Creek Shares made under Section 4.4), and thereafter: (i) each holder of a Bear Creek In-the-Money Option shall cease to be a holder of such Bear Creek In-the-Money Options and to have any rights as a Bear Creek Optionholder and such Bear Creek -In-the-Money Options shall be immediately cancelled, (ii) all agreements relating to the Bear Creek In-the-Money Options shall be terminated and shall be of no force and effect, (iii) the name of each holder of a Bear Creek In-the-Money Option shall be removed from the register of Bear Creek Options maintained by or on behalf of Bear Creek, and (iv) each such former holder of the Bear Creek In-the-Money Options shall be deemed to be the holder of the Bear Creek Shares comprising the Option Consideration, net of any withholding pursuant to Section 4.4 (notwithstanding that no certificates or DRS Advice shall be issued with respect to such Bear Creek Shares) and the name of such former holder of such Bear Creek In-the-Money Options shall be entered into the register of Bear Creek Shares maintained by or on behalf of Bear Creek; (e) each Bear Creek DSU outstanding immediately prior to the Effective Time shall immediately and unconditionally vest, notwithstanding the terms of the Bear Creek LTIP or any agreement in respect of such Bear Creek DSUs, and shall, without any further action by or on behalf of the Bear Creek DSU Holder thereof, be deemed to be assigned and transferred by such Bear Creek DSU Holder to Bear Creek (free and clear of all Liens) in exchange for the number of Bear Creek Shares equal to the number of Bear Creek Shares such Bear Creek DSU Holder is entitled to under each Bear Creek DSU (the “DSU Consideration”) (net of any withholding of Bear Creek Shares made under Section 4.4), the Bear Creek Shares comprising the DSU Consideration will be issued to such Bear Creek DSU Holder as fully paid and non-assessable shares in the capital of Bear Creek and thereafter: (i) each Bear Creek DSU Holder shall cease to be a holder of any Bear Creek DSUs and to have any rights as a Bear Creek DSU Holder and such Bear Creek DSUs shall be immediately cancelled, (ii) all agreements relating to such Bear Creek DSUs shall be terminated and shall be of no further force and effect, (iii) each such Bear Creek DSU Holder’s name shall be removed from the register of Bear Creek DSUs maintained by or on behalf of Bear Creek, and (iv) each such former holder of such Bear Creek DSUs shall be deemed to be the holder of the Bear Creek Shares comprising the DSU Consideration, net of any withholding pursuant to Section 4.4 (notwithstanding that no certificates or direct registration system advices shall be issued with respect to such Bear Creek Shares) and the name of such former holder of such Bear Creek DSUs shall be entered into the register of Bear Creek Shares maintained by or on behalf of Bear Creek; (f) each Bear Creek RSU outstanding immediately prior to the Effective Time, shall immediately and unconditionally vest, notwithstanding the terms of the Bear Creek LTIP or any agreement in respect of such Bear Creek RSUs, and shall, without any further action by or on behalf of the Bear Creek RSU Holder thereof, be deemed to be assigned and transferred by such Bear Creek RSU Holder to Bear Creek (free and clear of all Liens) in exchange for the number of Bear Creek Shares equal to the number of Bear Creek Shares a holder is entitled to under each Bear Creek RSU (the “RSU Consideration”) (net of any withholding of Bear Creek Shares made under Section 4.4) the Bear Creek Shares comprising the RSU Consideration will be issued to such Bear Creek RSU Holder as fully paid and non-assessable shares in the capital of Bear Creek, and thereafter: (i) each Bear Creek RSU Holder shall cease to be a holder of any Bear Creek RSUs and to have any rights as a Bear Creek RSU Holder and such Bear Creek RSUs shall be immediately cancelled, (ii) all agreements relating to the Bear Creek RSUs shall be terminated and shall be of no further force and effect, (iii) each such Bear Creek RSU Holder’s name shall be removed from the register of Bear Creek RSUs maintained by or on behalf of Bear Creek, and (iv) each such former holder of such Bear Creek RSUs shall be deemed to be the holder of the Bear Creek Shares comprising the RSU Consideration, net of any withholding pursuant to Section 4.4 (notwithstanding that no certificates or direct registration system advices shall be issued with respect to such Bear Creek Shares) and the name of such former holder of such Bear Creek RSUs shall be entered into the register of Bear Creek Shares maintained by or on behalf of Bear Creek; (g) each Dissent Share in respect of which Dissent Rights have been validly exercised by Dissenting Shareholders shall be deemed to have been transferred to Highlander (free and clear of all Liens) without any further act or formality on its part, in exchange for a debt claim against Highlander to be paid the aggregate fair value in respect of the Dissent Shares as determined pursuant to Section 5.1, and in respect of the Dissent Shares so transferred: (i) the Dissenting Shareholders shall cease to be holders of the Dissent Shares and to have any rights as holders of such Dissent Shares other than the right to be paid the fair value for such Dissent Shares pursuant to Section 5.1, (ii) the names of ~~their Corporation Shares by~~ the ~~Corporation in accordance with Article 4 hereof, and the name of such holder~~ Dissenting Shareholders shall be removed from the register maintained by or on behalf 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 Bear Creek in respect of the ~~applicable Qualifying Holdco, and~~ Bear Creek Shares, (iii) the ~~Purchaser~~ Dissenting Shareholders shall be ~~recorded as~~ deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to effect the ~~registered holder of the Qualifying Holdco Shares so transferred~~ transfer thereof, and (iv) Highlander shall be and shall be deemed to be the ~~legal and beneficial owner thereof, free and clear~~ holder of ~~any liens, claims or encumbrances; and~~ all of the outstanding Dissent Shares (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~~Liens), ~~claims~~ and ~~encumbrances,~~ Highlander shall be added to the ~~Applicable Purchaser~~register of Bear Creek Shares maintained by or on behalf of Bear Creek in respect of the Bear Creek Shares as the holder of such Dissent Shares; and (h) each Bear Creek Shareholder shall transfer to Highlander (free and clear of all Liens) each whole Bear Creek Share held (other than any Bear Creek Shares held by Highlander immediately before the Effective Time or acquired by Highlander from a Dissenting Shareholder under Section 3.1(g)), including the Bear Creek Shares issued pursuant to Section 3.1(e) or Section 3.1(f) in exchange for ~~a payment in cash equal~~ the Share Consideration for each Bear Creek Share held, and (i) such Bear Creek Shareholders shall cease to be the ~~Consideration,~~ holders of the Bear Creek Shares and ~~the name~~ to have any rights as holders of such ~~holder~~ Bear Creek Shares, (ii) the names of such Bear Creek Shareholders shall be removed from the register maintained by or on behalf of ~~holders~~ Bear Creek in respect of ~~Corporation~~ the Bear Creek Shares, (iii) such Bear Creek Shareholders shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to effect the transfer thereof, and~~, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser~~ (iv) Highlander shall be ~~recorded as the registered holder of the Corporation Shares so transferred~~ and shall be deemed to be the ~~legal~~ holder of all of the outstanding Bear Creek Shares and ~~beneficial owner thereof~~Highlander shall be added to the register of Bear Creek Shares maintained by or on behalf of Bear Creek in respect of the Bear Creek Shares, ~~free and clear of any liens~~it being expressly provided that the events provided for in this Section 3.1 will be deemed to occur on the Effective Date, ~~claims or encumbrances~~notwithstanding that certain procedures related thereto may not be completed until after the Effective Date.

Appears in 1 contract

Sources: Arrangement Agreement (Highlander Silver Corp.)

Arrangement. Section 2.1 Binding Effect This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on (i) the Company, (ii) Parent, the Purchaser, (iii) all holders and all beneficial holders of the Company Common Stock and (iv) all holders of the Company Stock Options. Section 2.2 Arrangement Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following ~~sequence~~ order without any further act or formality: (a) each outstanding ~~Corporation Share~~ share of Company Common Stock that is not held by a ~~Dissenting Shareholder shall~~ holder who has exercised its Dissent Rights and is ultimately entitled to be ~~deemed to~~ paid the fair value of its shares of Company Common Stock (other than shares of Company Common Stock held by Parent or the Purchaser or any affiliate thereof) will be transferred by the holder thereof to the ~~Corporation free~~ Purchaser in exchange for the Exchange Consideration; (b) each share of Company Common Stock in respect of which Dissent Rights have been exercised shall be 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~~ be deemed to be ~~paid~~ transferred to the ~~fair value of their Corporation Shares by~~ Purchaser with the ~~Corporation~~ Purchaser and the Parent being jointly and severally obligated to pay therefor the amount determined in accordance with Article ~~4 hereof,~~ 3 of this Plan of Arrangement; (c) with respect to each share of Company Common Stock acquired or transferred in accordance with Section 2.2(a) or Section 2.2(b): (i) the holder thereof shall cease to be the holder of such share of Company Common Stock and the name of such holder shall be removed from the register of holders of ~~Corporation Shares, and such Corporation Shares shall be cancelled~~Company Common Stock; (bii) ~~each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder~~ the certificate representing such share of Company Common Stock shall be ~~transferred~~ deemed to have been canceled as of the Effective Time; (iii) the holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to acquire or transfer such shares in accordance with Section 2.2(a) or Section 2.2(b); (iv) the Purchaser shall be and shall be deemed to be the transferee of such share of Company Common Stock if 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 Section 2.2(a) or Section 2.2(b) and shall be entered in the register of registered holders of the Company as the legal holder of such shares of Company Common Stock; and (v) the names of the holders of the Company Common Stock transferred to Parent pursuant hereto shall be added to 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~~Parent Common Stock, and ~~the Purchaser shall be recorded as the registered holder of the Qualifying Holdco Shares so transferred and~~ such holders shall be deemed to be the legal and beneficial ~~owner thereof~~owners of Parent Common Stock as of the Effective Time for those holders of Company Common Stock who have surrendered the certificates for their Company Common Stock at or prior to the Effective Time and, ~~free and clear~~ for those holders of ~~any liens~~Company Common Stock who surrender the certificates for their Company Common Stock after the Effective Time, ~~claims or encumbrances; and~~as of the date of surrender. (cd) Purchaser shall pay to each ~~Corporation Share outstanding (other than~~ holder of Vested Company Stock Options under the Company Stock Option Plans, for each share of Company Common Stock that such holder would be entitled to purchase upon the exercise of such options, each component of the Exchange Consideration, less an amount of cash which is equal to (i) ~~Corporation Shares held~~ the exercise price per each share of Company Common Stock covered by ~~Brookfield~~such options (if in Canadian dollars, converted into its U.S. dollar equivalent based on the ~~Purchaser or any of their affiliates (which shall not be acquired under~~ Noon Spot Rate on the ~~Arrangement~~ Business Day immediately prior to the Effective Time) 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~~any amounts required to be withheld for payment of applicable withholding taxes, deducted from the cash portion of the Exchange Consideration (provided that if the cash portion is insufficient, after consideration of tax withholding obligations, the ~~Qualifying Holdco Shares~~ excess amount shall be deducted from the securities portion of the Exchange Consideration by reducing the amount of Company Common Stock delivered to such holder, the value of which ~~are acquired~~ shall be determined by using the ~~Purchaser pursuant~~ closing price of the Company Common Stock on the day prior to ~~Section 3.1(b~~the Effective Time), and all such options shall be cancelled and the Company's Amended and Restated Stock Option Incentive Plan shall be terminated; (e) ~~(which~~ Parent shall ~~not~~ assume the Company's Amended and Restated Employee Stock Option Plan and each Non-Vested Company Stock Option thereunder shall be ~~acquired under the Arrangement~~ assumed by Parent and shall ~~remain outstanding as Corporation Shares held by~~ be amended so that such ~~Qualifying Holdco); and (iii) Corporation Shares acquired by the Purchaser pursuant to Section 3.1(a)),~~ Non-Vested Company Stock Option under such plan shall be ~~transferred and deemed~~ converted into an option (a "Replacement Option") to ~~be transferred by the holder thereof, without any further act or formality on its part, free and clear~~ purchase that number of ~~all liens, claims and encumbrances, to the Applicable Purchaser, in exchange for a payment in cash~~ shares of Parent Common Stock equal to the ~~Consideration~~sum of (i) the Security Portion times the number of shares of Company Common Stock subject to the Non-Vested Company Stock Option; plus (ii) the quotient of (A) $11.50 times the number of shares of Company Common Stock subject to the Non-Vested Company Stock Option, ~~and~~ divided by (B) the ~~name~~ Parent Closing Price ("Parent Option Shares"); the exercise price per share of ~~such holder~~ Parent Common Stock for each Replacement Option shall be ~~removed from~~ the ~~register~~ quotient of ~~holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred~~ (x) an aggregate amount equal to the ~~Purchaser~~number of shares of Company Common Stock subject to the Non-Vested Company Stock Option exchanged for such Replacement Option times the original exercise price per share of Company Common Stock pursuant to such Non-Vested Company Stock Option, at the option of the holder (i) converted into its U.S. dollar equivalent based on the Noon Spot Rate on the Business Day immediately preceding the Effective Date, or (ii) expressed in Canadian dollars, the ~~Purchaser~~ whole divided by (y) the Parent Option Shares subject to such Replacement Option. Except as expressly contemplated by this clause 2.2(e), the Arrangement shall ~~be recorded as the registered holder~~ not change any of the ~~Corporation Shares so transferred~~ terms or provisions contained in the Company's Amended and ~~shall be deemed to be~~ Restated Employee Stock Option Plan or the ~~legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~Non-Vested Company Stock Options granted thereunder.

Appears in 1 contract

Sources: Pre Merger Agreement (Dynacare Inc)

Arrangement. ~~Commencing at~~ (a) At the Effective ~~Time,~~ Time each of the following events ~~or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five-minute intervals starting at the Effective Time: (a) each ~~outstanding Corporation~~ Share held by a Dissenting ~~Shareholder~~ Holder in respect of which Dissent Rights have been validly exercised and not withdrawn shall be deemed to have been transferred by such Dissenting Holder without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3, and: (i) such Dissenting Holder shall cease to be a holder of such Share and to have any rights as a holder of such Share other than the right to receive an amount determined and payable in accordance with Section 3.1; (ii) such Dissenting Holder’s name shall be removed as the holder of such Share from the registers of Shares maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the register of Shares maintained by or on behalf of the Company as the holder of such Shares so transferred; (b) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Incentive Plans or any award or similar agreement pursuant to which such Company Option was granted or awarded, shall be deemed to be unconditionally vested and exercisable, and each such Company Option shall, without any further action by or on behalf of a holder of Company Options, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Company Option, less applicable withholdings, and each such Company Option shall immediately be cancelled and, for greater certainty, where such amount is a negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Company Option any amount in respect of such Company Option; (c) (i) each holder of Incentive Securities shall cease to be a holder of such Incentive Securities, (ii) such holder’s name shall be removed from each applicable register, (iii) the Incentive Plans and all agreements relating to the Incentive Securities shall be terminated and shall be of no further force and effect, and (iv) such holder shall thereafter have only the right to receive the consideration to which they are entitled pursuant to Section 2.3(b), at the time and in the manner specified in Section 2.3(b); and (d) each Share outstanding immediately prior to the Effective Time, other than Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised and not withdrawn, shall, without any further action by or on behalf of the holder of such Shares, be deemed to be assigned and transferred by the holder thereof to the ~~Corporation free and clear~~ Purchaser in exchange for the Consideration, and: (i) the holder of ~~all liens, claims and encumbrances, and~~ each ~~Dissenting Shareholder~~ such Share shall cease to be the holder of such Share and to have any rights as a ~~Corporation Shareholder~~ holder of such Share other than the right to be paid the ~~fair value of their Corporation Shares by the Corporation~~ Consideration in accordance with ~~Article 4 hereof, and the~~ this Plan of Arrangement; (ii) such holder’s name ~~of such holder~~ shall be removed from the register of ~~holders~~ the Shares maintained by or on behalf of ~~Corporation Shares, and such Corporation Shares shall be cancelled;~~the Company; and (biii) 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~~ transferee of ~~any liens, claims or encumbrances; and~~ such Shares (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~~ Liens) and ~~encumbrances, to the Applicable Purchaser, in exchange for a payment in cash equal to the Consideration, and the name of such holder~~ shall be ~~removed from~~ entered in the register of ~~holders~~ the Shares maintained by or on behalf of ~~Corporation Shares, and, with respect to Corporation Shares elected to be transferred to~~ the ~~Purchaser, the Purchaser shall be recorded~~ Company as the ~~registered~~ holder of ~~the Corporation~~ such Shares so ~~transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances~~transferred.

Appears in 1 contract

Sources: Arrangement Agreement (Toro Co)

Arrangement. Commencing at the Effective ~~Time~~Time on the Effective Date, each of the ~~following~~ events ~~or transactions~~ set out below shall occur and shall be deemed to occur sequentially in the following ~~sequence~~ order without any further authorization, act or ~~formality~~formality of or by the Company, the Purchaser or any other person: (a) the rights issued under the Company Rights Plan shall be, and shall be deemed to be cancelled, without any payment or other consideration to the Company Shareholders, and the Company Rights Plan shall be terminated and cease to have any further force or effect; (b) each Company RSU that is outstanding ~~Corporation~~ immediately prior to the Effective Time, whether vested or unvested, notwithstanding the terms of the Company RSU Plan, shall and shall be deemed to unconditionally vest to the fullest extent (which, for greater certainty, shall include the full vesting of Company RSUs subject to performance criteria on the basis that all performance criteria associated therewith had been achieved), and shall be settled by the Company at the Effective Time in exchange for Company Shares valued in accordance with the terms of the Company RSU Plan less applicable withholdings pursuant to Section 5.04, such Company Shares shall be transferred at the Effective Time for the Consideration pursuant to Section 3.01(d) hereof, and each Company RSU Holder shall be entered in the register of the Company Shareholders maintained by or on behalf of Company as the holder of such Company Shares provided that no share certificates shall be issued with respect to such Company Shares, and each such Company RSU shall be immediately cancelled and the holders of such Company RSUs shall cease to be holders thereof and to have any rights as holders of Company RSUs. Such holders’ names shall be removed from the register of Company RSUs maintained by or on behalf of the Company and all agreements relating to the Company RSUs shall be terminated and shall be of no further force and effect; (c) each Company Share held by a Dissenting Company Shareholder in respect of which Dissent Rights have been validly exercised shall be, and shall be deemed to be be, transferred by the holder ~~thereof to the Corporation~~ thereof, free and clear of all ~~liens~~Liens, ~~claims and encumbrances~~to the Purchaser for the amount therefor determined under Article 4 hereof, and: (i) the name of such Dissenting Company Shareholder shall be removed from the register of the Company Shareholders maintained by or on behalf of Company and each such Company Share shall be cancelled and cease to be outstanding; (ii) such Dissenting Company Shareholder shall cease to be the holder of each such Company Share or to have any rights as a ~~Corporation~~ Company Shareholder other than the right to be paid the fair value ~~of their Corporation Shares by~~ for each such Company Share as set out in Article 4; and (iii) the ~~Corporation in accordance with Article 4 hereof~~Purchaser shall be, and shall be deemed to be, the ~~name~~ transferee of such ~~holder shall be removed from the register of holders of Corporation~~ Company 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~~Liens, and ~~the name of such holder~~ shall be ~~removed from~~ entered in the register of ~~holders of Qualifying Holdco Shares~~ the Company Shareholders maintained ~~in respect~~ by or on behalf of the ~~applicable Qualifying Holdco, and the Purchaser shall be recorded~~ Company as the ~~registered~~ holder of ~~the Qualifying Holdco~~ such Company Shares; (d) each Company Share, including Company Shares ~~so transferred~~ issued pursuant to Section 3.01(b), (other than any Company Share held by a Dissenting Company Shareholder who has validly exercised their Dissent Right) shall be, 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~~Liens, to the ~~Applicable Purchaser~~Purchaser and, in ~~exchange~~ consideration therefor, the Purchaser shall issue and pay the Consideration for ~~a payment in cash equal~~ each Company Share, subject to Section 3.03 and Article 5, and: (i) the ~~Consideration, and the name~~ holders of such ~~holder~~ Company Shares shall cease to be the holders of such Company Shares and to have any rights as holders of such Company Shares, other than the right to be issued and paid the Consideration by the Purchaser in accordance with this Plan of Arrangement; (ii) such holders’ names shall be removed from the register of ~~holders~~ the Company Shareholders maintained by or on behalf of ~~Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser,~~ Company; and (iii) the Purchaser shall ~~be recorded as the registered holder of the Corporation Shares so transferred~~ be, and shall be deemed to be be, the ~~legal and beneficial owner thereof~~transferee of such Company Shares, free and clear of all Liens, and shall be entered in the register of the Company Shareholders maintained by or on behalf of the Company as the holder of such Company Shares; (e) each Company Option outstanding immediately prior to the Effective Time, whether vested or unvested, shall be transferred to the Purchaser in exchange for an option (each a “Replacement Option”) to purchase from the Purchaser such number of Purchaser Shares (rounded down to the nearest whole number) equal to: (A) the Exchange Ratio, multiplied by (B) the number of Company Shares subject to such Company Option immediately prior to the Effective Time, at an exercise price per Purchaser Share (rounded up to the nearest whole cent) equal to (M) the exercise price per Company Share otherwise purchasable pursuant to such Company Option immediately prior to the Effective Time, divided by (N) the Exchange Ratio. The Replacement Options held by or on behalf of an individual that will be continuing as a director, officer, employee or consultant of the Purchaser shall be exercisable until the original expiry date of such Company Option, and the Replacement Options held by or on behalf of an individual that will not be continuing as a director, officer, employee or consultant of the Purchaser following the Effective Time, shall be exercisable until the earlier of: (Y) the date that is 24 months following the Effective Date; and (Z) the original expiry date of such Company Option. Except as set out above, all other terms and conditions of the Replacement Option, including the vesting terms and conditions to and manner of exercising, will be the same as the Company Option so exchanged, and shall be governed by the terms of the Company Option Plan (or the predecessor thereto, as applicable), and any ~~liens~~document evidencing a Company Option shall thereafter evidence and be deemed to evidence such Replacement Option. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to any such exchange. Therefore, ~~claims or encumbrances~~in the event that the Replacement Option In-The-Money Amount in respect of a Replacement Option exceeds the Company Option In-The-Money Amount in respect of the Company Option, the exercise price per Purchaser Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the Replacement Option In-The-Money Amount in respect of the Replacement Option does not exceed the Company Option In-The-Money Amount in respect of the Company Option. The exchanges, transfers and cancellations provided for in this Section 3.01 will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

Appears in 1 contract

Sources: Arrangement Agreement (Gold Standard Ventures Corp.)

Appears in 1 contract

Sources: Arrangement Agreement

Arrangement. Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur in one minute intervals in the following ~~sequence~~ order without any further authorization, act or formality, unless specifically noted: (a) the Company Stock Option Plan and all agreements relating to the Company Options shall be terminated and shall be of no further force and effect and all outstanding Company Options shall be cancelled and none of the Company, the Parent, the Purchaser, Spinco or any of their respective affiliates or successors shall have any liability in respect thereof; (b) all agreements relating to the Company Warrants which have not been terminated, shall be terminated and shall be of no further force and effect and all outstanding Company Warrants shall be cancelled and none of the Company, the Parent, the Purchaser, Spinco or any of their respective affiliates or successors shall have any liability in respect thereof; (c) subject to Section 3.1, each Company Share held by Dissenting Company Shareholders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred 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~~ formality to the ~~Corporation~~ Purchaser (free and clear of all ~~liens~~Liens) in consideration for a debt claim against the Purchaser for the amount determined under Article 3, ~~claims and encumbrances, and~~ and: (i) each Dissenting Company Shareholder shall cease to be the holder of such Company Shares and to have any rights as a ~~Corporation Shareholder~~ holder of such Company Shares other than the right to be paid ~~the~~ fair value ~~of their Corporation~~ for such Company Shares ~~by the Corporation~~ as set out in ~~accordance with Article 4 hereof, and~~ Section 3.1; (ii) the name of ~~such holder~~ each Dissenting Company Shareholder shall be removed from the register of holders of ~~Corporation Shares, and such Corporation~~ Company Shares ~~shall be cancelled;~~maintained by or on behalf of the Company; and (biii) 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~~ transferee of ~~any liens, claims or encumbrances; and~~ such Company Shares (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~~Liens) and shall be entered in the registers of Company Shares maintained by or on behalf of the Company; (d) all of the Company Excess Assets shall be transferred by the Company to, ~~claims~~ and ~~encumbrances~~all of the Company Excess Liabilities shall be assumed by, Spinco in consideration for the issuance to the ~~Applicable Purchaser~~Company of such number of fully-paid and non-assessable Spinco Shares equal to the total number of Company Shares outstanding immediately prior to this step in Section 2.3(c) minus one; (e) the Company will declare a dividend and will distribute the Spinco Shares at a rate of one Spinco Share per Company Share held to the Company Shareholders as payment of such dividend; (f) each remaining Company Share outstanding prior to the Effective Time (including any Company Share issued upon the effective exercise of Company Options or Company Warrants prior to the Effective Time), other than Company Shares held by the Purchaser or Parent, shall, without any further action by or on behalf of a holder of Company Shares, be deemed to be assigned and transferred by the holders thereof to the Purchaser (free and clear of all Liens) in exchange for a payment in cash per Company Share equal to the Consideration, ~~and~~ and: (i) the ~~name~~ holders of such ~~holder~~ Company Shares shall cease to be the holders of such Company Shares and to have any rights as holders of such Company Shares other than the right to be paid the Consideration per Company Share in accordance with this Plan of Arrangement; (ii) such holders’ names shall be removed as the holders of such Company Shares from the ~~register~~ registers of ~~holders~~ Company Shares maintained by or on behalf of ~~Corporation Shares,~~ the Company; and~~, with respect to Corporation Shares elected to be transferred to the Purchaser,~~ (iii) the Purchaser ~~shall be recorded as the registered holder of the Corporation Shares so transferred and~~ shall be deemed to be the legal and beneficial ~~owner thereof,~~ transferee of such Company Shares (free and clear of ~~any liens~~all Liens) and shall be entered in the registers of Company Shares maintained by or on behalf of the Company; and such payment shall be made upon the presentation and surrender by or on behalf of the holder to the Depositary (acting on behalf of Purchaser) of the certificate formerly representing Company Shares and a Letter of Transmittal as more fully described in Section 4.1; and it being expressly provided that the events provided for in this Section 2.2(h) will be deemed to occur on the Effective Date, ~~claims or encumbrances~~notwithstanding that certain procedures related thereto may not be completed until after the Effective Date.

Appears in 1 contract

Sources: Arrangement Agreement (Nexa Resources S.A.)

Arrangement. ~~Commencing at~~ At the Effective ~~Time,~~ Time the following ~~events or transactions~~ shall occur and shall be deemed to occur in the following sequence 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 outstanding Corporation Share held by a Dissenting Shareholder~~ notwithstanding the terms of the Brigus Rights Plan, the Brigus Rights Plan shall be terminated and all rights issued pursuant to the Brigus Rights Plan shall be cancelled without any payment in respect thereof; (b) the Effective Date shall be deemed to be ~~transferred by~~ the vesting date for all of the then issued and outstanding Brigus DSUs, and Brigus shall allot and issue to each holder ~~thereof~~ of a Brigus DSU such number of Brigus Shares as are due to such holder under the terms of the Brigus DSU Plan (less any amounts withheld pursuant to the ~~Corporation~~ Plan of Arrangement) and thereafter the Brigus DSU Plan will terminate and none of the former holders of Brigus DSUs, the Parties or any of their respective successors or assigns shall have any rights, liabilities or obligations in respect of the Brigus DSU Plan; (c) all Brigus Shares held by Dissenting Holders shall be deemed to have been transferred (free and clear of all ~~liens, claims and encumbrances, and each~~ Liens) to Primero in exchange for a debt claim against Primero for the amount determined under Article 4; and (i) such Dissenting ~~Shareholder~~ Holders shall cease to be the holders of such Brigus Shares and to have any rights as ~~a Corporation Shareholder~~ Brigus Shareholders other than the right to be paid the fair value for such Brigus Shares as set out in Article 4; and (ii) the name of ~~their Corporation~~ each such Dissenting Holders shall be removed as a Brigus Shareholder from the registers of Brigus Shareholders maintained on or on behalf of Brigus; (d) Primero will lend to Brigus an amount equal to the Loan Amount by way of a non- interest bearing demand promissory note; (e) Brigus will subscribe for such number of additional SpinCo Shares as would result in Brigus holding, after completion of the distribution in Section 2.3(f), 9.9% of the outstanding SpinCo Shares, in consideration for payment to SpinCo of cash subscription proceeds equal to the Loan Amount (with the amount, if any, by which such cash subscription proceeds exceed the Fair Market Value of the SpinCo Shares so issued being a contribution to the capital of SpinCo); (f) Brigus shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act, and which reorganization shall occur in the following order: (i) the authorized share capital of Brigus will be amended by the ~~Corporation in accordance with Article 4 hereof~~creation of one new class of shares consisting of an unlimited number of Class A Shares, and the ~~name~~ articles of incorporation of Brigus shall be deemed to be amended accordingly; (ii) each outstanding Brigus Share (including such Brigus Shares acquired by Primero pursuant to Section 2.3(b) above, if any) will be exchanged with Brigus (without any further act or formality on the part of the Brigus Shareholder) free and clear of all Liens for one (1) Class A Share and one-tenth (0.1) of a SpinCo Share, and such Brigus Shares shall thereupon be cancelled, and: (A) the holders of such ~~holder~~ Brigus Shares shall cease to be the holders thereof and to have any rights or privileges as holders of such Brigus Shares; (B) such holders’ names shall be removed from the register of ~~holders~~ the Brigus Shares maintained by or on behalf of ~~Corporation Shares, and such Corporation Shares shall be cancelled;~~Brigus; and (bC) each ~~Qualifying Holdco Share outstanding held by a Qualifying Holdco~~ Brigus Shareholder shall be ~~transferred and~~ deemed to be ~~transferred by~~ the ~~Qualifying Holdco Shareholder, without any further act or formality on its part~~holder of the Class A Shares and SpinCo Shares (in each case, free and clear of ~~all liens~~any Liens) exchanged for the Brigus Shares and shall be entered in the register of Brigus or SpinCo, ~~claims and encumbrances~~as the case may be, as the registered holder thereof; (iii) the stated capital of Brigus for the outstanding Class A Shares will be an amount equal to the ~~Purchaser~~paid-up capital of Brigus for the Brigus Shares, less the Fair Market Value of the SpinCo Shares distributed on such exchange; (g) each outstanding Class A Share (other than Class A Shares held by Primero or any affiliate thereof) will, without further act or formality by or on behalf of a holder of Class A Shares, be irrevocably assigned and transferred by the holder thereof to Primero (free and clear of all Liens) in exchange for the Consideration from Primero for each Class A Share held, and (i) the holders of such Class A Shares shall cease to be the holders thereof and to have any rights as holders of such Class A Shares other than the right to be paid the Consideration per Class A Share in accordance with ~~the applicable Holdco Agreement, in exchange for a payment in cash equal to the Holdco Share Consideration, and the~~ this Plan of Arrangement; (ii) such holders’ name ~~of such holder~~ shall be removed from the register of ~~holders of Qualifying Holdco~~ the Class A Shares maintained ~~in respect~~ by or on behalf of ~~the applicable Qualifying Holdco, and the Purchaser shall be recorded as the registered holder of the Qualifying Holdco Shares so transferred and~~ Brigus; and (iii) Primero shall be deemed to be the transferee and the legal and beneficial ~~owner thereof,~~ holder of such Class A Shares (free and clear of ~~any liens, claims~~ all Liens) and shall be entered as the registered holder of such Class A Shares in the register of the Class A Shares maintained by or ~~encumbrances; and~~on behalf of Brigus; (ch) each ~~Corporation Share~~ Brigus Option which is outstanding and has not been duly exercised prior to the Effective Time, shall be exchanged for a fully-vested option (~~other than~~ each, a “Replacement Option”) to purchase from Primero the number of Primero Shares (rounded down to the nearest whole share) equal to: (i) ~~Corporation~~ the Option Exchange Ratio multiplied by (ii) the number of Brigus Shares ~~held~~ subject to such Brigus Option immediately prior to the Effective Time. Such Replacement Option shall provide for an exercise price per Primero Share (rounded up to the nearest whole cent) equal to: (x) the exercise price per Brigus Share otherwise purchasable pursuant to such Replacement Option; divided by ~~Brookfield~~(y) the Option Exchange Ratio. It is agreed that all terms and conditions of a Replacement Option, including the ~~Purchaser or~~ term to expiry, conditions to and manner of exercising, will be the same as the Brigus Option for which it was exchanged, and shall be governed by the terms of the Brigus Option Plan, except that the term to expiry of any ~~of their affiliates (which~~ Replacement Option shall not be ~~acquired under the Arrangement and shall remain outstanding as~~ affected by a ~~Corporation Share held by Brookfield~~holder of Replacement Options not becoming, ~~the Purchaser~~ or ~~such affiliate~~ceasing to be, an employee, officer or director of Brigus or Primero, as the case may be); and (i) Primero NewCo and Brigus shall amalgamate to form one corporate entity (“Amalco”) under Section 192 of the CBCA, such that: (i) the name of Amalco shall be “Brigus Gold Corp.”; (ii) ~~Corporation Shares held by Qualifying Holdcos,~~ the ~~Qualifying Holdco Shares~~ initial directors of ~~which are acquired by~~ Amalco shall be 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~~ directors of Primero NewCo; (iii) ~~Corporation Shares acquired by~~ the ~~Purchaser pursuant to Section 3.1(a)),~~ initial officers of Amalco shall be ~~transferred~~ the officers of Primero NewCo; (iv) Amalco shall have a minimum of 1 director and ~~deemed~~ a maximum of 20 directors; (v) all of the property of each of Primero NewCo and Brigus continues to be ~~transferred by~~ the ~~holder thereof, without~~ property of Amalco; (vi) Amalco continues to be liable for the obligations of each of Primero NewCo and Brigus (other than any ~~further act~~ obligations of Primero NewCo or ~~formality on its part, free and clear of all liens, claims and encumbrances,~~ Brigus to the ~~Applicable Purchaser~~other); (vii) any existing cause of action, ~~in exchange for~~ claim or liability to prosecution is unaffected; (viii) a ~~payment in cash equal to the Consideration~~civil, ~~and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected~~ criminal or administrative action or proceeding pending by or against Primero NewCo or Brigus may continue to be ~~transferred to~~ prosecuted by or against Amalco; (ix) a conviction against, or ruling, order or judgment in favour of or against Primero NewCo or Brigus may be enforced by or against Amalco; (x) the ~~Purchaser,~~ articles of Primero NewCo immediately before the ~~Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be~~ Effective Time are deemed to be the ~~legal~~ articles of incorporation of Amalco, and ~~beneficial owner thereof~~the Certificate of Arrangement is deemed to be the certificate of incorporation of Amalco; (xi) the by-laws of Primero NewCo immediately before the Effective Time are deemed to be the by-laws of Amalco; (xii) Amalco shall be authorized to issue an unlimited number of common shares; (xiii) the directors of Amalco may appoint one or more directors of Amalco but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of Amalco, ~~free~~ and ~~clear~~ any directors of Amalco appointed pursuant to the previous sentence shall hold office for a term expiring not later than the close of the next annual meeting of shareholders; (xiv) the Class A Shares shall continue as common shares of Amalco, and any ~~liens~~certificates formerly representing the Class A Shares and common shares of Primero NewCo shall represent and be deemed to represent common shares of Amalco; (xv) all shares in the capital stock of Brigus shall be cancelled; and (xvi) the stated capital of the Amalco common shares will be an amount equal to the “paid-up capital”, ~~claims or encumbrances~~as that term is defined in the Tax Act, attributable to all of the issued and outstanding shares of Brigus immediately prior to the Amalgamation.

Appears in 1 contract

Sources: Arrangement Agreement (Primero Mining Corp)

Arrangement. ~~Commencing~~ Subject to receipt of the Final Order, on the Effective Date, commencing at the Effective Time, the following events or transactions shall occur and ~~shall~~ be deemed to occur sequentially, in the following ~~sequence~~ order, without any further act or ~~formality~~formality required on the part of any Person, except as expressly provided herein: (a) each ~~outstanding Corporation~~ Nevada Holdco Dissenting Share held by a Nevada Holdco Dissenting Shareholder in respect of which a Nevada Holdco Shareholder has validly exercised his, her or its Nevada Holdco Dissent Right shall be deemed to be transferred by ~~the holder thereof~~ such Nevada Holdco Dissenting Shareholder to ~~the Corporation~~ Nevada Holdco (free and clear of ~~all liens, claims~~ any Liens of any nature whatsoever) in accordance with and ~~encumbrances~~for the consideration set forth in Article 4 hereof, and ~~each~~ such Nevada Holdco Dissenting Shareholder shall cease to ~~have any rights~~ be a holder of such Nevada Holdco Share and his, her or its name shall be removed from the central securities register of Nevada Holdco as a ~~Corporation~~ holder of a Nevada Holdco Dissenting Share. Such Nevada Holdco Dissenting Shareholder ~~other than the right~~ shall be deemed to ~~be paid the fair value of their Corporation~~ have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer such Nevada Holdco Dissenting Shares ~~by the Corporation~~ to Nevada Holdco in accordance with this Subsection. Nevada Holdco shall be the holder of all of the Nevada Holdco Dissenting Shares transferred in accordance with this Subsection and such Nevada Holdco Shares will be cancelled and the central securities register of Nevada Holdco shall be revised accordingly; (b) one minute after 3.2(a) above, each Cannex Dissenting Share held by a Cannex Dissenting Shareholder in respect of which a Cannex Shareholder has validly exercised his, her or its Cannex Dissent Right shall be deemed to be transferred by such Cannex Dissenting Shareholder to Cannex (free and clear of any Liens of any nature whatsoever) in accordance with and for the consideration set forth in Article 4 hereof, and ~~the name~~ such Cannex Dissenting Shareholder shall cease to be a holder of such Cannex Share and his, her or its name shall be removed from the central securities register of Cannex as a holder of a Cannex Dissenting Share. Such Cannex Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer such Cannex Dissenting Shares to Cannex in accordance with this Subsection. Cannex shall be the holder of all of the Cannex Dissenting Shares transferred in accordance with this Subsection and such Cannex Shares will be cancelled and the central securities register of Cannex shall be revised accordingly; (c) one minute after 3.2(b) above, BC Newco and Nevada Holdco shall amalgamate to form the Resulting Issuer, with the same effect as if they had amalgamated under Section 269 of the BCBCA; (i) without limiting the generality of 3.2(c) above, BC Newco and Nevada Holdco shall amalgamate and continue as one company, the Resulting Issuer, under the terms and conditions prescribed in this Plan of Arrangement; (ii) the property, rights and interests of each of BC Newco and Nevada Holdco shall continue to be the property, rights and interests of the Resulting Issuer; (iii) the Resulting Issuer shall continue to be liable for the obligations of each of BC Newco and Nevada Holdco; (iv) the Resulting Issuer shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against either BC Newco or Nevada Holdco before the BC Amalgamation has become effective; (v) a conviction against, or a ruling, order or judgment in favour of or against, either BC Newco or Nevada Holdco may be enforced by or against the Resulting Issuer; (vi) the board of directors of the Resulting Issuer shall be comprised of a minimum of three and a maximum of 10 directors and the initial five directors of the Resulting Issuer will be the Board Nominees; (vii) the notice of articles and articles of the Resulting Issuer shall be substantially in the form of the notice of articles and articles of Nevada Holdco following the Continuance and the registered office of the Resulting Issuer shall be the registered office of Nevada Holdco following the Continuance; (viii) each BC Newco Share held by a holder thereof will be cancelled and the holder’s name shall be removed from the register of holders of ~~Corporation~~ such BC Newco Shares, and ~~such Corporation Shares~~ in consideration therefor, the holder thereof shall ~~be cancelled; (b)~~ receive a fully paid and non-assessable Resulting Issuer Subordinate Voting Share on the basis of one Resulting Issuer Subordinate Voting Share for each ~~Qualifying Holdco~~ BC Newco 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~~ thereof shall be deemed to ~~be the legal~~ have executed and ~~beneficial owner thereof~~delivered all consents, ~~free~~ releases, assignments and ~~clear of any liens~~waivers, ~~claims~~ statutory or ~~encumbrances; and~~otherwise, required to exchange such BC Newco Share in accordance herewith; (cix) 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 Nevada 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 Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances.Subordinate

Appears in 1 contract

Sources: Business Combination Agreement (4Front Ventures Corp.)

Appears in 1 contract

Sources: Arrangement Agreement (Canopy Growth Corp)

Arrangement. ‌ Commencing at the Effective Time, the following ~~events or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ as set out below without any further authorization, act or formality, in each case effective as at two minute intervals starting at the Effective Time: (a) each ~~outstanding Corporation Share~~ of the Common Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 3, and:‌ (i) such Dissenting Holder shall cease to be the holder of such Common Shares and to have any rights as a Company Common Shareholder than the right to be paid fair value for such Common Shares as set out in Section 3.1; (ii) such Dissenting Holder's name shall be removed as the holder of such Common Shares from the register of Common Shares maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Common Shares free and clear of all Liens (other than the right to be paid fair value for such Common Shares as set out in Section 3.1), and shall be entered in the register of Common Shares maintained by or on behalf of the Company; and (b) each Common Share, Company Debenture, Company Warrant and Company $0.50 Option outstanding immediately prior to the Effective Time (other than Common Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised under Section 2.3(a)) shall, without any further action by or on behalf of any Company Common Shareholder, Company Debentureholders, Company Warrantholder or holder of Company $0.50 Options be deemed to be assigned and transferred by the holder thereof to the ~~Corporation free~~ Purchaser in exchange for the Consideration and, if applicable, the Additional Consideration, and‌ (i) each holder of such Common Shares, Company Debentures, Company Warrants and ~~clear of all liens, claims and encumbrances, and each Dissenting Shareholder~~ Company $0.50 Options shall cease to be the holder thereof and to have any rights as a ~~Corporation Shareholder~~ Company Common Shareholder, Company Debentureholder, Company Warrantholder or holder of Company $0.50 Options other than the right to be paid the ~~fair value of their Corporation Shares by the Corporation~~ Consideration and Additional Consideration per Common Share, Company Debenture, Company Warrant or Company $0.50 Option, as applicable, in accordance with ~~Article 4 hereof, and~~ this Plan of Arrangement; (ii) the name of each such holder shall be removed from the register of ~~holders of Corporation~~ the Common Shares, Company Debentures, Company Warrants and ~~such Corporation Shares shall be cancelled;~~Company $0.50 Options, as applicable, maintained by or on behalf of the Company; and (biii) 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~~ transferee of such Common Shares, Company Debentures, Company Warrants and ~~beneficial owner thereof,~~ Company $0.50 Options free and clear of ~~any liens~~all Liens and shall be entered in the register of the Common Shares, ~~claims~~ Company Debentures, Company Warrants and Company $0.50 Options maintained by or ~~encumbrances; and~~on behalf of the Company. (c) each ~~Corporation Share~~ Company $0.35 Option outstanding at the Effective Time (~~other than (i~~whether vested or unvested) ~~Corporation~~ will be exchanged for a Replacement Option to acquire such number of Purchaser Shares ~~held by Brookfield, the Purchaser or any~~ as is equal to that number 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~~ Common Shares that were issuable‌ upon exercise of 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, Company $0.35 Option immediately prior to the Applicable Purchaser, in exchange for a payment in cash equal to the Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred to the Purchaser, the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrancesEffective Time.

Appears in 1 contract

Sources: Arrangement Agreement

Arrangement. ~~Commencing at~~ At the Effective Time, the Arrangement shall become effective and the following ~~events or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ without any further act or formality:, as further described in the Plan of Arrangement, and in accordance with the terms of the Plan of Arrangement. (a) ~~each outstanding Corporation~~ Each GW Common 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 FN by the holder thereof, without any further act or formality on its part, free and clear of all ~~liens~~Encumbrances, ~~claims~~ and ~~encumbrances,~~ FN shall thereupon be obliged to pay the ~~Applicable Purchaser,~~ amount therefor determined and payable in ~~exchange for a payment in cash equal to~~ accordance with the ~~Consideration~~Plan of Arrangement, and the name of such holder shall be removed from the central securities register of ~~holders~~ GW as a holder of ~~Corporation Shares, and, with respect to Corporation~~ GW Common Shares ~~elected to be transferred to the Purchaser, the Purchaser~~ and FN shall be recorded as the registered holder of the ~~Corporation~~ GW Common Shares so transferred and shall be ~~deemed to be~~ the legal owner of such GW Common Shares. (b) Each GW Common Share (other than GW Common Shares held by FN and ~~beneficial owner~~ its affiliates and the Dissenting Shareholders) shall be transferred by the holder thereof, without any further act or formality on its part, to FN (free and clear of any ~~liens~~Encumbrances of whatsoever nature), ~~claims~~ and each Former GW Shareholder (other than FN and its affiliates and the Dissenting Shareholders) shall be entitled to receive, in exchange therefor and subject to the provisions of Sections 2.03(b), 2.03(c) and 4.01(d) of the Plan of Arrangement, consideration comprised of, in accordance with the election or ~~encumbrances~~deemed election of such Former GW Shareholder contemplated in the Plan of Arrangement: (i) Share Consideration — 0.1556 of an FN Common Share for each GW Common Share held; or (ii) Cash Consideration — $5.20 for each GW Common Share held, subject to pro-ration in accordance with the Plan of Arrangement. (c) Any Former GW Shareholder (other than FN and its affiliates and the Dissenting Shareholders) who has not duly and validly completed and delivered the Letter of Transmittal by the Election Deadline shall be deemed to have elected to receive the Cash Consideration for 100% of his or her GW Common Shares, subject to pro-ration in accordance with the Plan of Arrangement. (d) GW and Subco shall amalgamate to form one corporate entity (“Amalco”) in accordance with the Plan of Arrangement (the “Amalgamation”).

Appears in 1 contract

Sources: Arrangement Agreement (FRANCO NEVADA Corp)

Arrangement. 3.1.1 The Pre-Arrangement Transactions shall occur prior to, and the completion of the Pre-Arrangement Transactions shall be conditions precedent to, the implementation of the Arrangement. 3.1.2 Commencing at the Arrangement Effective Time, unless otherwise specifically provided in this Section 3.1.2, each of the following transactions and events ~~or transactions~~ in subsections (a) through (f) of this Section 3.1.2 shall occur and shall be deemed to occur ~~in the following sequence~~ sequentially as set out below without any further authorization, act or formality, in each case effective as at one minute intervals following the immediately preceding transaction or event: (a) each TPCO Share outstanding ~~Corporation Share~~ immediately prior to the Arrangement Effective Time held by a ~~Dissenting~~ TPCO Shareholder in respect of which TPCO Dissent Rights have been validly exercised shall be, and shall be deemed to be be, transferred without any further act or formality to TPCO by the holder thereof ~~to the Corporation~~ for cancellation, free and clear of all ~~liens~~Liens, ~~claims~~ and: (i) such TPCO Shareholder will cease to be the holder of such TPCO Dissenting Shares and ~~encumbrances, and each Dissenting Shareholder shall~~ will cease to have any rights as a ~~Corporation Shareholder~~ holder of such TPCO Dissenting Shares other than the right to be paid ~~the~~ fair value for such TPCO Dissenting Shares as set out in Section 4.1.2, and (ii) such TPCO Shareholder's name will be removed as the registered holder of ~~their Corporation~~ such TPCO Dissenting Shares from the central securities register of TPCO Shares maintained by ~~the Corporation in accordance with Article 4 hereof~~or on behalf of TPCO, and the ~~name of such holder shall be removed from the register of holders of Corporation Shares, and such Corporation~~ TPCO Dissenting Shares shall be cancelled; (b) each ~~Qualifying Holdco~~ Stately Share outstanding immediately prior to the Arrangement Effective Time held by a ~~Qualifying Holdco~~ Stately Shareholder in respect of which Stately Dissent Rights have been validly exercised shall be, and shall be ~~transferred and~~ deemed to be be, transferred ~~by the Qualifying Holdco Shareholder,~~ without any further act or formality ~~on its part~~to Stately by the holder thereof for cancellation, free and clear of all ~~liens~~Liens, ~~claims and encumbrances,~~ and: (i) such Stately Shareholder will cease to be 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~~ holder of such Stately Dissenting Shares and will cease to have any rights as a holder ~~shall~~ of such Stately Dissenting Shares other than the right to be paid fair value for such Stately Dissenting Shares as set out in Section 4.2.2, and (ii) such Stately Shareholder's name will 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 such Stately Dissenting Shares from the ~~Qualifying Holdco~~ central securities register of Stately Shares ~~so transferred~~ maintained by or on behalf of Stately, and the Stately Dissenting Shares shall be ~~deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; and~~cancelled; (c) ~~each Corporation Share outstanding~~ TPCO, Stately and Newco shall amalgamate (~~other than~~ the "Amalgamation") to form one company ("Amalco") with the same effect as if they had amalgamated under Section 269 of the BCBCA and with the consequences set forth in Section 282(1) of the BCBCA (and for the avoidance of doubt, the Amalgamation is intended to qualify as an amalgamation as defined in subsection 87(1) of the Tax Act), including: (i) ~~Corporation Shares held~~ all property, rights and interests of TPCO, Stately and Newco shall become the property, rights and interests of Amalco; (ii) the articles and notice of articles of Amalco shall be in the form of the articles and notice of articles of Newco; (iii) the Amalgamation shall not constitute an assignment by ~~Brookfield~~operation of law, a transfer or any other disposition of the property, rights and interests of any of Newco, Stately or TPCO to Amalco; (iv) all rights of creditors of Newco, Stately and TPCO will be unimpaired by the Amalgamation, and all liabilities and obligations of Newco, Stately and TPCO, whether arising by contract or otherwise, may be enforced against Amalco to the same extent as if such obligations had been incurred or contracted by Amalco; (v) Amalco will be liable for all of the liabilities and obligations of Newco, Stately and TPCO; (vi) all rights, contracts, permits and interests of Newco, Stately and TPCO will continue as rights, contracts, permits and interests of Amalco and, for greater certainty, the ~~Purchaser~~ Amalgamation will not constitute a transfer or assignment of the rights or obligations of any of ~~their affiliates~~ Newco, Stately or TPCO under any such rights, contracts, permits and interests; (~~which shall not~~ vii) any existing cause of action, claim or liability to prosecution will be ~~acquired under the Arrangement and shall remain outstanding as~~ unaffected; (viii) a ~~Corporation Share held~~ legal proceeding being prosecuted or pending by ~~Brookfield~~or against any of Newco, ~~the Purchaser~~ Stately or ~~such affiliate~~TPCO may be prosecuted or its prosecution may be continued, as the case may be); , by or against Amalco; (iiix) ~~Corporation Shares held~~ a conviction against, or ruling, order or judgment in favour of or against any of Newco, Stately or TPCO may be enforced by ~~Qualifying Holdcos, the Qualifying Holdco Shares of which are acquired by the Purchaser pursuant to Section 3.1(b~~or against Amalco; (x) (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 Consideration, and the name of ~~such holder~~ Amalco shall be ~~removed~~ "Gold Flora Corporation"; (xi) Amalco shall be authorized to issue an unlimited number of common shares without par value; (xii) the first annual general meeting of Amalco or resolutions in lieu thereof shall be held within 18 months from the ~~register~~ Arrangement Effective Date; (xiii) the first directors of ~~holders of Corporation Shares, and, with respect to Corporation Shares elected to~~ Amalco following the Amalgamation shall be ~~transferred~~ the then current Newco directors; (xiv) each Newco Share outstanding immediately prior to the ~~Purchaser~~Amalgamation shall be, ~~the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred~~ and shall be deemed to be, cancelled and the name of the holder of such Newco Share shall be removed from Newco's central securities register in respect of such Newco Share, and in consideration therefor such holder will receive one fully paid and non-assessable Amalco Share, and upon such exchange each such former holder of such exchanged Newco Share shall be entered in Amalco's central securities register for the Amalco Shares as the owner of such Amalco Share; (xv) each TPCO Share outstanding immediately prior to the Amalgamation (excluding, for the avoidance of doubt, any TPCO Dissenting Share which was previously transferred to TPCO and cancelled under Section 3.1.2(a)) shall, without any further action by or on behalf of any TPCO Shareholder, be, and shall be deemed to be, cancelled in exchange for the TPCO Consideration, and: (A) the name of the holder of such TPCO Share shall be removed from TPCO's central securities register in respect of such TPCO Share; (B) each holder of such TPCO Share shall cease to be the ~~legal~~ holder thereof and ~~beneficial~~ to have any rights as a TPCO Shareholder other than the right to receive the TPCO Consideration; and (C) each such former holder of such exchanged TPCO Share shall be entered in Amalco's central securities register for the Amalco Shares as the owner ~~thereof~~of the Amalco Shares constituting such TPCO Consideration; (xvi) each Stately Share outstanding immediately prior to the Amalgamation (excluding, ~~free~~ for the avoidance of doubt, any Stately Dissenting Share which was previously transferred to Stately and ~~clear~~ cancelled under Section 3.1.2(b)) shall, without any further action by or on behalf of any ~~liens~~Stately Shareholder, ~~claims~~ be, and shall be deemed to be, cancelled in exchange for the Stately Consideration, and: (A) the name of the holder of such Stately Share shall be removed from Stately's central securities register in respect of such Stately Share; (B) each holder of such Stately Share shall cease to be the holder thereof and to have any rights as a Stately Shareholder other than the right to receive the Stately Consideration; and (C) each such former holder of such exchanged Stately Share shall be entered in Amalco's central securities register for the Amalco Shares as the owner of the Amalco Shares constituting such Stately Consideration; (xvii) concurrently with the exchange of the Newco Shares, the TPCO Shares and the Stately Shares under Section 3.1.2(c)(xiv), Section 3.1.2(c)(xv) and Section 3.1.2(c)(xvi), respectively: (A) for greater certainty, the capital of the Newco Shares shall be reduced by an amount equal to the capital of such shares immediately prior to the Amalgamation; (B) for greater certainty, the capital of the TPCO Shares shall be reduced by an amount equal to the capital of such shares immediately prior to the Amalgamation; (C) for greater certainty, the capital of the Stately Shares shall be reduced by an amount equal to the capital of such shares immediately prior to the Amalgamation; and (D) there shall be added to the capital of the Amalco Shares, in respect of the Amalco Shares issued by Amalco to the former holders of such Newco Shares, TPCO Shares and Stately Shares, an amount equal to the aggregate paid-up capital of the Newco Shares, the TPCO Shares and the Stately Shares immediately prior to the Amalgamation; (xviii) each TPCO Stock Option that is outstanding immediately prior to the Amalgamation, whether vested or ~~encumbrances.~~unvested (each such TPCO Stock Option, a "TPCO Replaced Option"), shall be, and shall be deemed to be, exchanged for an option (each, a "TPCO Replacement Option") entitling the holder to purchase that number of Amalco Shares equal to the product obtained when the number of TPCO Shares subject to such TPCO Replaced Option immediately prior to the Amalgamation is multiplied by the TPCO Exchange Ratio, which TPCO Replacement Option shall (A) continue to be governed by the TPCO Equity Incentive Plan or the Legacy Plans, as applicable, (B) have an exercise price for each Amalco Share that may be purchased under such TPCO Replacement Option (the "TPCO Replacement Option Exercise Price") equal to the quotient obtained when the exercise price per TPCO Share under the TPCO Replaced Option is divided by the TPCO Exchange Ratio (provided that no fractional Amalco Shares will be issued upon any particular exercise or settlement of TPCO Replacement Options, and the aggregate number of Amalco Shares to be issued upon exercise by a holder of one or more TPCO Replacement Options shall be rounded down to the nearest whole number (with all exercises that are effectuated concurrently by a holder of TPCO Replacement Options being aggregated before any such reduction is effectuated), and the aggregate exercise price payable on any particular exercise of TPCO Replacement Options shall be rounded up to the nearest whole cent (with all exercises that are effectuated concurrently by a holder of TPCO Replacement Options being aggregated before any such increase is effectuated)), and (C) otherwise have the same terms and conditions (including vesting, exercisability terms and expiry date) as were applicable to such TPCO Replaced Option immediately prior to the Amalgamation. Notwithstanding the foregoing: (1) if necessary to satisfy the requirements of subsection 7(1.4) of the Tax Act in respect of the exchange of a TPCO Replaced Option for a TPCO Replacement Option pursuant to this Section 3.1.2(c)(xviii), the TPCO Replacement Option Exercise Price shall automatically be adjusted, effective as of and from the effective time of such exchange, so that the In-The-Money Amount of the TPCO Replacement Option (as adjusted) immediately after such exchange does not exceed the In-The-Money Amount of the TPCO Replaced Option immediately before such exchange; (2) for any TPCO Replaced Option that is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the U.S. Tax Code, it is intended that such adjustment described in Section 3.1.2(c)(xviii)(1) above will comply with Treasury Regulation Section 1.424(1)(a); (3) for any TPCO Replaced Option that is a nonqualified option held by a U.S. taxpayer, it is intended that such adjustment described in Section 3.1.2(c)(xviii)(1) above will be implemented in a manner intended to comply with Section 409A of the Code; (xix) each TPCO Warrant (each such TPCO Warrant, a "TPCO Replaced Warrant") shall be, and shall be deemed to be, exchanged for a warrant (each, a "TPCO Replacement Warrant") entitling the holder to purchase that number of Amalco Shares equal to the product obtained when the number of TPCO Shares subject to such TPCO Replaced Warrant immediately prior to the Arrangement is multiplied by the TPCO Exchange Ratio, which TPCO Replacement Warrant shall (i) have an exercise price for each Amalco Share that may be purchased under such TPCO Replacement Warrant equal to the quotient obtained when the exercise price per TPCO Share under the TPCO Replaced Warrant is divided by the TPCO Exchange Ratio (provided that no fractional Amalco Shares will be issued upon any particular exercise or settlement of TPCO Replacement Warrants, and the aggregate number of Amalco Shares to be issued upon exercise by a holder of one or more TPCO Replacement Warrants shall be rounded down to the nearest whole number, and the aggregate exercise price payable on any particular exercise of TPCO Replacement Warrants shall be rounded up to the nearest whole cent), (ii) otherwise have the same terms and conditions (including exercisability terms and expiry date) as were applicable to such TPCO Replaced Warrant immediately prior to the Arrangement, and (iii) continue to be evidenced by the certificate or other instrument evidencing such TPCO Replaced Warrant immediately prior to the Arrangement; (xx) each TPCO PSU that is outstanding immediately prior to the Amalgamation shall be, and shall be deemed to be, exchanged for a TPCO Replacement PSU evidencing a right to acquire, for no additional consideration, such number of Amalco Shares as is equal to: (A) that number of TPCO Shares that were issuable upon the vesting of such TPCO PSU immediately prior to the Amalgamation, multiplied by (B) the TPCO Exchange Ratio, rounded down to the nearest whole number of Amalco Shares. All terms and conditions of a TPCO Replacement PSU, including the term to expiry or vesting, conditions to and manner of exercising or settlement, shall be the same as set out in the certificate for which it was exchanged, and the certificate previously evidencing such TPCO PSU shall thereafter evidence and be deemed to evidence such TPCO Replacement PSU; (xxi) each TPCO Non-Vesting RSU that is outstanding immediately prior to the Amalgamation shall be, and shall be deemed to be, exchanged for a TPCO Replacement RSU evidencing a right to acquire, for no additional consideration, such number of Amalco Shares as is equal to: (A) that number of TPCO Shares that were issuable upon the vesting of such TPCO Non-Vesting RSU immediately prior to the Amalgamation, multiplied by (B) the TPCO Exchange Ratio, rounded down to the nearest whole number of ▇▇▇▇▇▇ ▇▇▇▇▇▇. All terms and conditions of a TPCO Replacement RSU, including the term to expiry or vesting, conditions to and manner of exercising or settlement, shall be the same as set out in the certificate for which it was exchanged, and the certificate previously evidencing such TPCO Non-Vesting RSU shall thereafter evidence and be deemed to evidence such TPCO Replacement RSU; (xxii) each Stately Warrant (each such Stately Warrant, a "Stately Replaced Warrant") shall be, and shall be deemed to be, exchanged for a warrant (each, a "Stately Replacement Warrant") entitling the holder to purchase that number of Amalco Shares equal to the product obtained when the number of Stately Shares subject to such Stately Replaced Warrant immediately prior to the Arrangement is multiplied by the Stately Exchange Ratio, which Stately Replacement Warrant shall (i) have an exercise price for each Amalco Share that may be purchased under such Stately Replacement Warrant equal to the quotient obtained when the exercise price per Stately Share under the Stately Replaced Warrant is divided by the Stately Exchange Ratio (provided that no fractional Amalco Shares will be issued upon any particular exercise or settlement of Stately Replacement Warrants, and the aggregate number of Amalco Shares to be issued upon exercise by a holder of one or more Stately Replacement Warrants shall be rounded down to the nearest whole number, and the aggregate exercise price payable on any particular exercise of Stately Replacement Warrants shall be rounded up to the nearest whole cent), (ii) otherwise have the same terms and conditions (including exercisability terms and expiry date) as were applicable to such Stately Replaced Warrant immediately prior to the Arrangement, and (iii) continue to be evidenced by the certificate or other instrument evidencing such Stately Replaced Warrant immediately prior to the Arrangement; (d) The number of Amalco Shares held by any Person shall be rounded down to the nearest whole Amalco Share, and any fractional Amalco Share issued under Section3.1.2(c) shall be, and shall be deemed to be, cancelled without any additional compensation; (e) the Amalco Share received by the Initial Newco Shareholder upon the Amalgamation under Section 3.1.2(c) in exchange for the

Appears in 1 contract

Sources: Business Combination Agreement (TPCO Holding Corp.)

Arrangement. ~~Commencing at~~ At the Effective Time, each of the following events ~~or transactions~~ shall occur and shall be deemed to occur ~~in the following sequence~~ sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a) each ~~outstanding Corporation Share~~ of the Company Shares held by Dissenting Holders in respect of which Dissent Rights have been validly exercised shall, without any further act or formality on the part of the Company or such Dissenting Holders, be deemed to have been transferred to the Company and thereupon cancelled in consideration for a debt claim against the Company for the amount determined under Article 3, and: (i) such Dissenting ~~Shareholder~~ Holders shall cease to be the holders of such Company Shares and to have any rights as holders of such Company Shares, other than the right to be paid fair value by the Company for such Company Shares, as set out in Section 3.1; and (ii) such Dissenting Holders’ names shall be removed as the holders of such Company Shares from the central securities register of the Company; (b) each of the following steps shall occur simultaneously: (i) (A) each Company Share outstanding immediately prior to the Effective Time, other than Company Shares cancelled under (a) above, shall, without any further action by or on behalf of a holder of Company Shares, be deemed to be assigned and transferred by the holder thereof to AcquisitionCo in exchange for the ~~Corporation free and clear~~ Consideration; (B) the holders of ~~all liens, claims and encumbrances, and each Dissenting Shareholder~~ such Company Shares shall cease to be the holders of such Company Shares and to have any rights as ~~a Corporation Shareholder~~ holders of such Company Shares other than the right to be paid the ~~fair value of their Corporation Shares by the Corporation~~ Consideration in accordance with ~~Article 4 hereof, and the name~~ this Plan of Arrangement; (C) such ~~holder~~ holders’ names shall be removed from the central securities register of ~~holders~~ the Company and added to the central securities register of ~~Corporation Shares,~~ Maxar U.S.; and ~~such Corporation Shares~~ (D) AcquisitionCo shall be ~~cancelled~~deemed to be the transferee of such Company Shares (free and clear of all Liens) and shall be entered in the central securities register of the Company as the holder of such Company Shares; (bii) Maxar U.S. will issue the Consideration to the holders of Company Shares referred to in Section 2.3(b)(i) in respect of each ~~Qualifying Holdco~~ Company Share ~~outstanding~~ that is assigned and transferred to AcquisitionCo pursuant Section 2.3(b)(i); and (iii) in consideration for the issuance of the Consideration by Maxar U.S. described in Section 2.3(b)(ii), AcquisitionCo will issue to Maxar U.S. one common share of AcquisitionCo in respect of each share of Maxar U.S. Common Stock that Maxar U.S. issues pursuant to Section 2.3(b)(ii); (c) all Maxar U.S. Common Stock held by ~~a Qualifying Holdco Shareholder~~ the Company shall be ~~transferred and~~ deemed to ~~be transferred~~ have been redeemed and cancelled by ~~the Qualifying Holdco Shareholder,~~ Maxar U.S. without any further act or formality on ~~its part~~the part of Maxar U.S. in consideration for U.S.$1.00 in cash; (d) each outstanding LTIP Unit shall be exchanged for a Replacement LTIP Unit, ~~free~~ with the terms and ~~clear~~ conditions of ~~all liens~~such Replacement LTIP Unit being substantially similar to such LTIP Unit for which it was exchanged (other than the currency of the strike price or base price, ~~claims~~ as applicable, which shall be denominated in U.S. dollars and ~~encumbrances~~converted, as necessary, into U.S. dollars using the rate of exchange quoted by the Bank of Canada for the closest preceding Business Day prior to the Effective Date), as adjusted to take into account the Arrangement pursuant to the terms of the applicable Company Equity Plan. For greater certainty, in respect of each LTIP Unit governed by section 7 of the Income Tax Act (Canada) or Section 409A of the U.S. Internal Revenue Code, as applicable, each LTIP Unit outstanding shall be exchanged for a Replacement LTIP Unit (i) to purchase one share of Maxar U.S. Common Stock (or, in the case of a U.S. taxpayer, to ~~the Purchaser~~purchase one share of Maxar U.S. Common Stock or receive its cash equivalent, as applicable), and (ii) at a strike price or base price, as applicable, per Maxar U.S. Common Stock in ~~accordance with the applicable Holdco Agreement, in exchange for a payment in cash~~ U.S. dollars equal to the ~~Holdco~~ greater of (i) the exercise price (in Canadian dollars converted into U.S. dollars using the rate of exchange quoted by the Bank of Canada for the closest preceding Business Day prior to the Effective Date) per Company Share ~~Consideration~~subject to such LTIP Unit immediately prior to the Effective Time, and (ii) such minimum amount that meets the ~~name~~ requirements of ~~such holder shall be removed from the register of holders of Qualifying Holdco Shares maintained in respect~~ paragraph 7(1.4)(c) of the ~~applicable Qualifying Holdco~~Income Tax Act (Canada) or U.S. Treasury Regulations Section 1.409A-1(b)(5)(v)(D), ~~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~~applicable; and (ce) ~~each Corporation Share outstanding~~ the Company and AcquisitionCo shall be amalgamated to form one unlimited liability company (~~other than~~ “Amalco”) with the same effect as if they had amalgamated under Section 273 of the BCBCA (the “Amalgamation”) and, with effect from the Amalgamation: (i) ~~Corporation~~ Maxar U.S. shall receive on the Amalgamation one Amalco common share in exchange for each AcquisitionCo common share previously held and all of the issued and outstanding Company Shares ~~held by Brookfield, the Purchaser or~~ will be cancelled without any repayment 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);~~ capital in respect thereof; (ii) ~~Corporation Shares held by Qualifying Holdcos,~~ the ~~Qualifying Holdco Shares~~ name of ~~which are acquired by the Purchaser pursuant to Section 3.1(b) (which~~ Amalco shall ~~not~~ be ~~acquired under the Arrangement and shall remain outstanding as Corporation Shares held by such Qualifying Holdco); and~~ “Maxar Technologies Ltd.”; (iii) ~~Corporation Shares acquired by the Purchaser pursuant to Section 3.1(a)),~~ Amalco shall be ~~transferred~~ authorized to issue an unlimited number of common shares without par value; (iv) the articles and ~~deemed to~~ notice of articles of Amalco shall be ~~transferred by~~ substantially in the ~~holder thereof, without any further act~~ form of AcquisitionCo’s articles and notice of articles; (v) the first annual general meeting of Amalco or ~~formality on its part, free and clear~~ resolutions in lieu thereof shall be held within 18 months from the Effective Date; (vi) the first directors of ~~all liens, claims and encumbrances, to~~ Amalco following the ~~Applicable Purchaser, in exchange for a payment in cash~~ Amalgamation shall be: ·; and (vii) the stated capital of the common shares of Amalco will be an amount equal to the ~~Consideration, and the name of such holder shall be removed from the register of holders of Corporation Shares, and, with respect to Corporation Shares elected to be transferred~~ stated capital attributable to the ~~Purchaser,~~ common shares of AcquisitionCo immediately prior to the Purchaser shall be recorded as the registered holder of the Corporation Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrancesAmalgamation.

Appears in 1 contract

Sources: Arrangement Agreement (Maxar Technologies Ltd.)

Common use of Arrangement Clause in Contracts