Common use of Articles of Arrangement and Effective Date Clause in Contracts

Articles of Arrangement and Effective Date. (1) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule A, as it may be amended in accordance with the terms hereof. Subject to the Interim Order, the Final Order and any Law, the Company agrees to amend the Plan of Arrangement at any time prior to one Business Day prior to the Effective Time in accordance with Section 8.1 to add, remove or amend any steps or terms determined to be necessary or desirable by the Purchaser, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner which (a) is prejudicial to the Company, Company Securityholders (other than the Purchaser and affiliates or Key Management) or other Persons bound by the Plan of Arrangement or is inconsistent with the provisions of this Agreement or would result in the Company incurring any obligations or liabilities (unless the Purchaser shall indemnify and save harmless the Company from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection therewith), (b) could reasonably be expected to delay, impair or impede (i) the receipt of any Key Regulatory Approval, (ii) the completion, SEC Approval or mailing to Shareholders of the Company Circular and all other customary proxy or other materials for the Company Meeting or (iii) the holding of the Company Meeting on the date specified in the Company Circular once finalized and so mailed, (c) materially delays or results in any adverse term being imposed by the Court in the Interim Order or Final Order or any amendment, modification or supplement thereto, (d) materially delays the satisfaction of any condition set forth in Article 6 hereof, or (e) otherwise results in failure of any of the conditions specified in Section 4.10(2)(b) through (g) inclusive (unless the Purchaser shall indemnify and save harmless the Company from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection therewith). Any such amendment of the Plan of Arrangement will not be considered in determining whether (i) a representation or warranty of the Company under this Agreement has been breached (including whether any amendment gives rise to a requirement for the consent of any third party under a Contract) or (ii) any covenant of the Company (other than this Section 2.8(1)) has been complied with.

Articles of Arrangement and Effective Date. (1) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule AC, as it may be amended as provided for in accordance with this Agreement or the terms hereofPlan of Arrangement. Subject to the Interim Order, the Final Order and any applicable Law, and without otherwise limiting Section 9.8 or the Company agrees amendment provisions of the Plan of Arrangement, Acquireco will obtain the Company’s consent, such consent not to amend be unreasonably withheld, conditioned or delayed, in respect of any amendment to the Plan of Arrangement at any time prior to one Business Day prior to the Effective Time in accordance with Section 8.1 order to add, remove or amend any steps or terms determined to be necessary or desirable by the PurchaserAcquireco, acting reasonably, including providing for the purchase of Company Shares by an affiliate of Parent, provided that the Plan of Arrangement shall not be amended in any manner which is (a) is prejudicial to the Company, Company Securityholders (other than the Purchaser and affiliates or Key Management) Shareholders or other Persons persons to be bound by the Plan of Arrangement or is inconsistent with the provisions of this Agreement or would result in the Company incurring any obligations or liabilities (unless the Purchaser shall indemnify and save harmless the Company from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection therewith), (b) could reasonably be expected to delaycreates a reasonable risk of delaying, impair impairing or impede (i) the receipt of any Key Regulatory Approval, (ii) the completion, SEC Approval or mailing to Shareholders of the Company Circular and all other customary proxy or other materials for the Company Meeting or (iii) the holding of the Company Meeting on the date specified in the Company Circular once finalized and so mailed, (c) materially delays or results impeding in any adverse term being imposed by the Court in the Interim Order or Final Order or any amendment, modification or supplement thereto, (d) materially delays material respect the satisfaction of any condition set forth in Article 6 hereof. The Articles of Arrangement shall be filed by the Company with the Director on the later of (a) the first business day following the date on which the Final Order is received; and (b) the first business day after the satisfaction or, where not prohibited, the waiver by the applicable Party or (e) otherwise results Parties in failure of any whose favour the condition is, of the conditions specified (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) set forth in Article 6, unless another time or date is agreed to in writing by the Parties, provided that the Company shall not be required to file Articles of Arrangement with the Director unless it has received written confirmation of funding referred to in Section 4.10(2)(b) through (g) inclusive (unless 2.9. From and after the Purchaser shall indemnify and save harmless the Company from and against any and all liabilitiesEffective Time, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection therewith). Any such amendment of the Plan of Arrangement will not be considered in determining whether (i) a representation or warranty have all of the Company under this Agreement has been breached (effects provided by applicable Law, including whether any amendment gives rise to a requirement for the consent of any third party under a Contract) or (ii) any covenant OBCA. The closing of the Company (transactions contemplated hereby will take place at the offices of Torys LLP, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx or at such other than this Section 2.8(1)) has been complied withlocation as may be agreed upon by the Parties.

Articles of Arrangement and Effective Date. (1) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule A, as it may be amended in accordance at the reasonable request of the Purchaser to include such terms and conditions as may be determined by the Purchaser, acting reasonably, to be necessary or desirable provided that no such term or condition (i) shall be prejudicial to the Affected Shareholders or other Persons to be bound by the Plan of Arrangement or be inconsistent with the terms provisions of this Agreement or (ii) creates a reasonable risk of delaying, impairing or impeding in any material respect the receipt of any Key Regulatory Approval or the satisfaction of any condition set forth in Article 8 hereof. Subject to the Interim Order, the Final Order and any Applicable Law, the Company agrees to amend the Plan of Arrangement at any time prior to one Business Day prior to the Effective Time in accordance with Section 8.1 10.2 of this Agreement to add, remove or amend any steps or terms determined to be necessary or desirable by the Purchaser, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner which is (ai) is prejudicial to the Company, Company Securityholders (other than the Purchaser and affiliates or Key Management) Affected Shareholders or other Persons to be bound by the Plan of Arrangement or is inconsistent with the provisions of this Agreement or would result (ii) creates a reasonable risk of delaying, impairing or impeding in the Company incurring any obligations or liabilities (unless the Purchaser shall indemnify and save harmless the Company from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection therewith), (b) could reasonably be expected to delay, impair or impede (i) material respect the receipt of any Key Regulatory Approval, (ii) the completion, SEC Approval or mailing to Shareholders of the Company Circular and all other customary proxy or other materials for the Company Meeting or (iii) the holding of the Company Meeting on the date specified in the Company Circular once finalized and so mailed, (c) materially delays or results in any adverse term being imposed by the Court in the Interim Order or Final Order or any amendment, modification or supplement thereto, (d) materially delays the satisfaction of any condition set forth in Article 6 8 hereof. On the later of (i) the second Business Day following the last day of the Marketing Period and (ii) the fifth Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party or (e) otherwise results Parties in failure of any whose favour the condition is, of the conditions specified (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in Section 4.10(2)(bwhose favour the condition is, of those conditions as of the Effective Date) through (g) inclusive (set forth in Article 8, unless another time or date is agreed to in writing by the Purchaser Parties, the Articles of Arrangement shall indemnify and save harmless be filed by the Company from with the Director. From and against any and all liabilitiesafter the Effective Time, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection therewith). Any such amendment of the Plan of Arrangement will not be considered in determining whether (i) a representation or warranty have all of the Company under this Agreement has been breached (effects provided by Applicable Law, including whether any amendment gives rise to a requirement for the consent of any third party under a Contract) or (ii) any covenant CBCA. The closing of the Company (other than this Section 2.8(1)) has been complied withtransactions contemplated hereby will take place at the offices of Stikeman Elliott LLP, 1155 Rene-Levesque Blvd. West, 40th Floor, Montreal, Quebec, or at such otxxx xxxxxxxx as may be agreed upon by the Parties.

Articles of Arrangement and Effective Date. (1) The Articles of Arrangement shall implement the Plan Arrangement and the Arrangement shall become effective at the Effective Time on the Effective Date. Upon issuance of the Final Order and subject to the satisfaction or waiver of the conditions precedent in Article 6, each of Mitel and Aastra shall execute and deliver such closing documents and instruments. On the second Business Day following satisfaction or waiver of such conditions precedent (excluding conditions that are to be and can be satisfied by actions taken at the Effective Time and the condition in Section 6.2(e), but subject to the satisfaction or waiver of such conditions) Aastra shall proceed to file the Articles of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule A, as it may be amended in accordance with the terms hereof. Subject to the Interim Order, the Final Order and such other documents as may be required to give effect to the Arrangement with the Director pursuant to section 192 of the CBCA (provided that the Articles of Arrangement shall not be sent to the Director, for endorsement and filing by the Director, except as contemplated hereby or with Mitel’s prior written consent), whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any Lawfurther act or formality. From and after the Effective Time, the Company Plan of Arrangement will have all of the effects provided by applicable Laws, including the CBCA. Aastra agrees to amend the Plan of Arrangement at any time prior to one Business Day prior to the Effective Time in accordance with Section 8.1 7.4 of this Agreement to add, remove or amend any steps or include such other terms determined to be necessary or desirable by the PurchaserMitel, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner which is (a) is prejudicial to the Company, Company Securityholders (other than the Purchaser and affiliates or Key Management) or other Persons bound by the Plan of Arrangement or is inconsistent with the provisions of this Agreement or would result in the Company incurring any obligations or liabilities (unless the Purchaser shall indemnify and save harmless the Company from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection therewith), Agreement; (b) could would reasonably be expected to delay, impair or impede (i) the receipt of any Key Regulatory Approval, (ii) the completion, SEC Approval or mailing to Shareholders of the Company Circular and all other customary proxy or other materials for the Company Meeting or (iii) the holding of the Company Meeting on the date specified in the Company Circular once finalized and so mailed, (c) materially delays or results in any adverse term being imposed by the Court in the Interim Order or Final Order or any amendment, modification or supplement thereto, (d) materially delays the satisfaction of any condition set forth in Article 6 hereof, 6; (c) which has the effect of reducing the Consideration; or (ed) which is otherwise results in failure of any of prejudicial to the conditions specified in Section 4.10(2)(b) through (g) inclusive (unless the Purchaser shall indemnify and save harmless the Company from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered Aastra Shareholders or incurred other parties to be bound by any of them in connection therewith). Any such amendment of the Plan of Arrangement. The closing of the Arrangement will not take place at the offices of Osler, Xxxxxx & Harcourt LLP, Suite 6600, First Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx at 8:00 a.m. (Toronto time) on the Effective Date, or at such other time and place as may be considered in determining whether (i) a representation or warranty of agreed to by the Company under this Agreement has been breached (including whether any amendment gives rise to a requirement for the consent of any third party under a Contract) or (ii) any covenant of the Company (other than this Section 2.8(1)) has been complied withParties.

Articles of Arrangement and Effective Date. (1) The Articles of Arrangement shall implement the Plan of Arrangement. The On the second Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) set forth in Article 3, unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement shall include be filed by the form of Company with the Alberta Registrar. From and after the Effective Time, the Plan of Arrangement attached to this Agreement as Schedule Awill have all of the effects provided by Applicable Law, as it may be amended in accordance with including the terms hereofABCA. Subject to the Interim Order, the Final Order and any Applicable Law, the Company agrees to amend the Plan of Arrangement at any time prior to one Business Day prior to the Effective Time in accordance with Section 8.1 10.1 of this Agreement to add, remove or amend any steps or terms determined to be necessary or desirable by the Purchaser, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner which is (ai) is prejudicial to the Company, Company Securityholders (other than the Purchaser and affiliates or Key Management) Common Shareholders or other Persons persons to be bound by the Plan of Arrangement or is inconsistent with the provisions of this Agreement or would result (ii) creates a reasonable risk of delaying, impairing or impeding in the Company incurring any obligations or liabilities (unless the Purchaser shall indemnify and save harmless the Company from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection therewith), (b) could reasonably be expected to delay, impair or impede (i) material respect the receipt of any Key Regulatory Approval, (ii) the completion, SEC Approval or mailing to Shareholders of the Company Circular and all other customary proxy or other materials for the Company Meeting or (iii) the holding of the Company Meeting on the date specified in the Company Circular once finalized and so mailed, (c) materially delays or results in any adverse term being imposed by the Court in the Interim Order or Final Order or any amendment, modification or supplement thereto, (d) materially delays the satisfaction of any condition set forth in Article 6 3 hereof. The closing of the transactions contemplated hereby will take place at the offices of Xxxx & Berlis LLP, Brookfield Place, 000 Xxx Xxxxxx, Xxxxxxx, Xxxxxxx, or (e) otherwise results in failure of any of at such other location as may be agreed upon by the conditions specified in Section 4.10(2)(b) through (g) inclusive (unless the Purchaser shall indemnify and save harmless the Company from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection therewith). Any such amendment of the Plan of Arrangement will not be considered in determining whether (i) a representation or warranty of the Company under this Agreement has been breached (including whether any amendment gives rise to a requirement for the consent of any third party under a Contract) or (ii) any covenant of the Company (other than this Section 2.8(1)) has been complied withParties.