Paramountcy Clause Samples

Paramountcy. Subject to the Business Combination Agreement, from and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Ignite US Shares and ▇▇▇▇▇ Shares issued prior to the Effective Time; and (b) the rights and obligations of the Ignite US Shareholders, Ignite CAN Shareholders, Ignite CAN Optionholders, Ignite CAN Warrantholders, Ignite CAN, ▇▇▇▇▇, Merger Sub, AmalCo, the Depositary and any registrar and transfer agent or other depositary in relation thereto, shall be solely as provided for in this Plan of Arrangement and the Business Combination Agreement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Ignite US Shares, Ignite CAN Shares, Ignite CAN Options and Ignite CAN Warrants shall be deemed to have been settled, compromised, released and determined without liability, except as set out in this Plan of Arrangement. 6.1 Amendment of this Plan of Arrangement (a) Ignite CAN reserves the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that any amendment, modification or supplement must be contained in a written document which is: (i) filed with the Court and, if made following the Ignite CAN Meeting, approved by the Court; and (ii) communicated to Ignite CAN Shareholders in the manner required by the Court (if so required). (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Ignite CAN at any time prior to or at the Ignite CAN Meeting with or without any other prior notice or communication and, if so proposed and accepted, in the manner contemplated and to the extent required by the Business Combination Agreement, by the Ignite CAN Shareholders, shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement which is approved or directed by the Court following the Ignite CAN Meeting shall be effective only: (i) if it is consented to by Ignite CAN; and (ii) if required by the Court or applicable Law, it is consented to by Ignite CAN Shareholders. (d) This Plan of Arrangement may be amended, modified or supplemented following the Effective Time unilaterally by Ignite CAN, provided that it concerns a matter that, in the reasonable opinion of Ignite CAN, is of an administrative nature required to bett...

Paramountcy. In the event of any inconsistency between the provisions of this Agreement and the provisions of any other Facility Document, the provisions of this Agreement shall prevail.

Paramountcy. In the event of any conflict between the provisions of this Agreement and the provisions of the Business Combination Agreement, the provisions of this Agreement shall prevail.

Paramountcy. From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Common Shares, Options and Warrants issued or outstanding prior to the Effective Time, (b) the rights and obligations of the holders of Common Shares, Options and Warrants, the Company, the Parent, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Common Shares, Options or Warrants shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Paramountcy. From and after the Effective Time this Plan of Arrangement shall take precedence and priority over any and all Company Shares, Company Options, Company RSUs and Company Compensation Options issued or outstanding at or following the Effective Time.

Paramountcy. From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Shares (including Trust Shares) and Incentive Securities issued or outstanding prior to the Effective Time, (b) the rights and obligations of the holders of Shares (including Trust Shares) and Incentive Securities, the Company, the Purchaser, the trustee under the Share Purchase Trust, the Share Purchase Trust, the Depositary, and any registrar or transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Shares (including Trust Shares) or Incentive Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Paramountcy. If any part of this Agreement conflicts with another part, or if any inconsistency arises between aspects of this Agreement, that part of the Agreement higher in the following list will take precedence: the terms and conditions contained in the Special Conditions Schedule (if any); the terms and conditions contained in the clauses of the Agreement; the Schedule; and the Attachment. DISPUTE RESOLUTION A party will not commence arbitration or court proceedings (except proceedings seeking interlocutory relief) about a dispute, difference, question or claim arising out of this Agreement (“Dispute”) unless it has complied with this clause. A party claiming a Dispute has arisen will notify the other party giving details of the Dispute (Notification). On receipt of a Notification each party will refer the Dispute for resolution by a person with authority to resolve such a dispute. If the Dispute is not resolved under clause 21.3 within thirty days (or longer period as agreed between the parties) of the Notification, the parties will refer the Dispute for mediation by the Australian Commercial Dispute Centre Limited (ACDC) for resolution in accordance with the Mediation Guidelines of the ACDC and will enter into ACDC’s standard mediation agreement in force at the time this Agreement is executed by the parties, or such other mediation as is agreed by the parties. Subject to clause 21.8, if the Dispute is not resolved under clause 21.4 within thirty days (or longer period agreed by the parties) of referral to ACDC, either party may initiate proceedings in a court. Despite the existence of a dispute, each party will (unless requested not to do so) continue to perform its obligations under this Agreement. Termination of the Agreement under Clause 14 is not considered a dispute between the parties within this clause 21 and does not give rise to a right of a party to seek resolution of the matter under this clause 21. If the Contractor is not an Australian resident and the Dispute is not resolved under clause 21.4, unless otherwise agreed by both Parties: any dispute, controversy or claim arising out relating to, or in connection with this Agreement, including any question regarding its existence, validity or termination shall be resolved by arbitration in accordance with the ACICA Arbitration Rules; the seat of arbitration shall be Sydney, Australia; the number of Arbitrators shall be one; the arbitration shall be conducted in English. The Parties acknowledge that any ...

Paramountcy. In the event of any conflict or inconsistency between the provisions of this agreement and the provisions of any other Loan Document, the provisions of this agreement shall prevail and be paramount. If any covenant, representation, warranty or event of default contained in any other Loan Document is in conflict with or is inconsistent with a provision of this agreement relating to the same specific matter, such covenant, representation, warranty or event of default shall be deemed to be amended to the extent necessary to ensure that it is not in conflict with or inconsistent with the provision of this agreement relating to the same specific matter.

Paramountcy. From and after the Effective Time (a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Company Shares and the Company Options issued prior to the Effective Time, and (b) the rights and obligations of the holders of Company Shares, the holders of Company Options, the Parties, the Depositary and any trustee or transfer agent therefor in relation thereto, and any other Person having any right, title or interest in or to Company Shares and Company Options, shall be solely as provided for in this Plan of Arrangement.