CONDITIONS OF THE PLAN OF ARRANGEMENT Sample Clauses

CONDITIONS OF THE PLAN OF ARRANGEMENT. 8.1 Conditions to the Obligations of each Party. The obligations of the Silanis Companies and the Purchaser Parties to consummate the Arrangement and the other transactions contemplated by this Agreement and the Plan of Arrangement are subject to the satisfaction of the following conditions at or prior to the Effective Time, each of which may be waived in writing by the mutual consent of the Silanis Companies and the Purchaser Parties:
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CONDITIONS OF THE PLAN OF ARRANGEMENT. 85 8.1 Mutual Conditions Precedent. 85 8.2 Conditions for the Benefit of the Invesque Parties. 85
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CONDITIONS OF THE PLAN OF ARRANGEMENT. 50 8.1 Conditions to the Obligations of each Party 50 8.2 Conditions for the Benefit of the Purchaser Parties 51 8.3 Conditions for the Benefit of the Silanis Companies and Agent 52 8.4 Termination by the Purchaser Parties 53 8.5 Termination by the Silanis Companies 54 8.6 Effect of Termination 54 8.7 Satisfaction of Conditions 55 ARTICLE 9 CLOSING 55 9.1 Date and Time of Closing 55 ARTICLE 10 POST-CLOSING COVENANTS 55 10.1 Books and Records 55 10.2 Further Assurances 55 10.3 Tax Matters 55 ARTICLE 11 INDEMNIFICATION 57 11.1 Survival of Representations and Warranties 57 11.2 Indemnification in favour of the Purchaser Parties by Securityholders 57 11.3 Indemnification in favour of Securityholders by the Purchaser Parties 58 11.4 Indemnification in Favour of the Securityholders by the other Securityholders 58 11.5 Limitation on Damages 58 11.6 Limited Recourse 60 11.7 Notification 61 11.8 Direct Claims 61 11.9 Defense of Third Party Claim 62 11.10 Payments 63 11.11 Duty to Mitigate 64 11.12 Failure to Give Timely Notice 64 ARTICLE 12 MISCELLANEOUS 64 12.1 Notices 64 12.2 Time of the Essence 66 12.3 Announcements 66 12.4 Third Party Beneficiaries 66 12.5 Expenses 66 12.6 Appointment of Agent 66 12.7 Performance of Purchaser 69 12.8 Amendments 69 12.9 Waiver 69 12.10 Non-Merger 69 12.11 Entire Agreement 69 12.12 Successors and Assigns 70 12.13 Inconsistency 70 12.14 Severability 70 12.15 Governing Law 70 12.16 Counterparts 70 12.17 Language 71 EXHIBITS Exhibit 1.1(gg) Corporation Arrangement Resolution Exhibit 1.1(bbbb) Form of Calculation of Net Indebtedness Exhibit 1.1(dddd) Form of Calculation of Net Working Capital Exhibit 1.1(ssss) Form of Plan of Arrangement Exhibit 1.1(fffff) SIL Arrangement Resolution ARRANGEMENT AGREEMENT Arrangement Agreement (the “Agreement”) dated October 6, 2015 among Silanis Technology Inc., a corporation governed by the Laws of Canada (“Corporation”), Silanis International Limited, a corporation governed by the Laws of Jersey (“SIL”), Silanis Canada Inc., a corporation governed by the Laws of Canada (“SCI”), 685102 N.B. Inc., a corporation governed by the Laws of New Brunswick (“Purchaser”), VASCO Data Security International, Inc., a corporation governed by the Laws of Delaware (“Parent”) and Silanis Agent Inc., solely in its capacity as the agent of the Securityholders (“Agent”).
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Related to CONDITIONS OF THE PLAN OF ARRANGEMENT

  • Plan of Arrangement The Parties will forthwith jointly file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the calling and holding of the Xxxxx Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement Resolution and upon receipt thereof, the Parties will forthwith carry out the terms of the Interim Order to the extent applicable to it. Provided all necessary approvals for the Arrangement Resolution are obtained from the Xxxxx Shareholders, the Parties shall jointly submit the Arrangement to the Court and apply for the Final Order. Upon issuance of the Final Order and subject to the conditions precedent in Article 5, Xxxxx shall forthwith proceed to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to the Arrangement Provisions, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any act or formality.

  • Amendments to Plan of Arrangement (a) The Purchaser and the Company reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by the Purchaser and the Company, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to Affected Securityholders if and as required by the Court.

  • Provisions of the Plan This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option.

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

  • Conditions of the Placement Agent’s Obligations The obligations of the Placement Agent hereunder are subject to the accuracy, as of each Applicable Time and the Closing Date, of the representations and warranties of the Company and the Selling Security Holder contained herein, and to performance by the Company and the Selling Security Holder of their respective covenants and obligations hereunder and to the following additional conditions:

  • AMENDMENT OF THE PLAN Upon at least sixty (60) days written notice to each Subscriber, with the written consent of the Trustee and in accordance with Applicable Legislation, the Promoter may from time to time amend the Plan with the concurrence of relevant taxation and other regulatory authorities having jurisdiction over the Plan, provided that such amendment does not have the effect of disqualifying the Plan for acceptance as a registered education savings plan within the meaning of the Applicable Legislation or disqualifying the Beneficiary as recipient of Government Funded Benefits according to the Applicable Legislation. However, if the Plan must be amended to ensure the Plan continues to comply with the Applicable Legislation as amended from time to time, the Promoter is not required to give the Subscriber(s) prior notice of such amendments to the Plan and such amendments will be effective immediately after they have been made.

  • Conditions to Obligations of the Purchaser The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of the Purchasers The obligations of the Purchasers to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

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