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 issued prior to the Effective Time, (b) the rights and obligations of the Company Shareholders, and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to the Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED THAT: 1. The arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe Energy Corporation (the “Company”), as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.), is hereby authorized, approved and adopted. 2. The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”)), the full text of which is set out in Appendix “l“ to the Circular, is hereby authorized, approved and adopted. 3. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. The Company be and is hereby authorized to apply for a final order from the Alberta Court of Queen’s Bench to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Alberta Court of Queen’s Bench, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the Plan Arrangement to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions. 6. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver for filing with the Registrar under the ABCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. BE IT RESOLVED THAT: 1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved. 2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions. 4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.
Appears in 1 contract
Paramountcy. From and after the Effective Time, :
(a1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Company Shares securities of Aphria issued prior to the Effective Time, ;
(b2) the rights and obligations of the Company Shareholders, holders of the securities of Aphria and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and ; and
(c3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to the Company Shares securities of Aphria shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED THATThe text of the Arrangement Resolution which Aphria Shareholders will be asked to pass at the Aphria Meeting is as follows:
(1. The ) the arrangement (the “Arrangement”) under Section 193 section 182 of the Business Corporations Act (AlbertaOntario) (the “ABCAOBCA”) involving Tilray, Inc. (“Tilray”) and Aphria Inc. (“Aphria”) and the securityholders of TransGlobe Energy Corporation (the “Company”)Aphria, all as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company Aphria accompanying the notice of this meeting (as the Arrangement may be amendedbe, or may have been, modified or supplemented amended in accordance with the definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.its terms), is hereby authorized, approved and adopted.;
(2. The ) the arrangement agreement (the “Arrangement Agreement”) among Tilray and Aphria dated December 15, 2020 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of the directors of Aphria in approving the Arrangement and the actions of the directors and officers of Aphria in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified and approved;
(3) the plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”))) of Aphria implementing the Arrangement, the full text of which is set out in Appendix Schedule “l“ A” to the CircularArrangement Agreement (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.;
3. The (%34) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
4. The Company be and Aphria is hereby authorized to apply for a final order from the Alberta Ontario Superior Court of Queen’s Bench Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be be, or may have been, modified, supplemented or amended, modified or supplemented and as described in the Circular).;
(5. Notwithstanding ) notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved) by the shareholders of the Company Aphria or that the Arrangement has been approved by the Alberta Court of Queen’s BenchCourt, the directors of the Company Aphria are hereby authorized and empowered empowered, without further notice to, without notice to or approval of of, the shareholders of the Company, Aphria to:
(%3a) amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement; or
(%3b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.Arrangement;
(6. Any ) any director or officer or director of the Company Aphria is hereby authorized and directed for and on behalf of the Company Aphria to execute and to deliver for filing with the Registrar under the ABCA articles of arrangement and such other documents as are necessary or desirable in accordance with the Arrangement Agreement for filing; and
(7) any one or more directors or officers of Aphria is hereby authorized, for and on behalf and in the name of Aphria, to give execute and deliver, whether under corporate seal of Aphria or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
(a) all actions required to be taken by or on behalf of Aphria, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Aphria; such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
7. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized therebydocument, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. BE IT RESOLVED THAT:
1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.
Appears in 1 contract
Sources: Arrangement Agreement (Tilray, Inc.)
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 securities of the Company Shares issued prior to the Effective Time, ;
(b) the rights and obligations of the holders of the securities of the Company Shareholders, and any trustee and transfer agent and registrar therefor, shall be solely as provided for in this Plan of Arrangement, and ; and
(c) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED BY SPECIAL RESOLUTION THAT:
(1. The ) the arrangement (the “Arrangement”) under Section 193 section 182 of the Business Corporations Act (AlbertaOntario) (the “ABCAOBCA”) involving Tilray Brands, Inc. (“Tilray”) and HEXO Corp. (“HEXO”) and the securityholders of TransGlobe Energy Corporation (the “Company”)HEXO, all as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company HEXO accompanying the notice of this meeting (as the Arrangement may be amendedbe, modified or may have been, modified, amended or supplemented in accordance with its terms), and all transactions contemplated thereby, are hereby authorized, approved and adopted;
(2) the definitive arrangement agreement (the “Arrangement Agreement”) made between Tilray and HEXO dated April 10, 2023 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of March 15the directors of HEXO in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of HEXO in executing and delivering the Arrangement Agreement and any amendments, 2014 between modifications or supplements thereto and causing the Company performance by HEXO of its obligations thereunder, are hereby ratified and Caracal Energy Inc.), is hereby authorized, approved and adopted.approved;
2. The (3) the plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”))) of HEXO implementing the Arrangement, the full text of which is set out in Appendix Schedule “l“ A” to the CircularArrangement Agreement (as the Plan of Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms), is hereby authorized, approved and adopted.;
3. The (%34) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
4. The Company be and HEXO is hereby authorized to apply for a final order from the Alberta Ontario Superior Court of Queen’s Bench Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amendedbe, modified or supplemented and as described in the Circularmay have been, modified, amended or supplemented).;
(5. Notwithstanding ) notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved) by the shareholders of the Company HEXO entitled to vote thereon or that the Arrangement has been approved by the Alberta Court of Queen’s BenchCourt, the directors of the Company HEXO (other than interested directors required to abstain from voting) are hereby authorized and empowered empowered, without further notice to, without notice to or approval of of, the shareholders of the CompanyHEXO to:
(a) modify, (%3) amend, modify amend or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement; or
(%3b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.;
(6. Any ) any director or officer or director of the Company HEXO is hereby ▇▇▇▇▇▇ authorized and directed for and on behalf of the Company HEXO to execute or cause to be executed and to deliver for filing with the Registrar under the ABCA articles of arrangement and or caused to be delivered such other documents as are necessary or desirable in accordance with the Arrangement Agreement for filing; and
(7) any one or more directors or officers of HEXO is hereby authorized, for and on behalf and in the name of HEXO, to give execute or caused to be executed and deliver or cause to be delivered, whether under corporate seal of HEXO or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Arrangement in accordance with the terms of the Arrangement Agreement, ; such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement agreement, form, waiver, notice, certificate, confirmation and any such other documents.
7. Any officer or director of the Company is hereby authorized document and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. BE IT RESOLVED THAT, including:
1. The performance (a) all actions required to be taken by Caracal Energy Inc. or on behalf of HEXO, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the “Company”) signing of the terms of the definitive agreement (as it may be amendedcertificates, modified consents and other documents or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) declarations required under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause otherwise to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced entered into by the execution and delivery of such document or instrument or the doing of any such act or thingHEXO.
Appears in 1 contract
Sources: Arrangement Agreement (HEXO Corp.)
Paramountcy. From and after the Effective Time, :
(a1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company Shares issued prior to the Effective Time, ;
(b2) the rights and obligations of the holders of the securities of the Company Shareholders, and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and ; and
(c3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED THAT:.
1. The arrangement (the “Arrangement”) under Section 193 pursuant to Division 5 of Part 9 of the Business Corporations Act (AlbertaBritish Columbia) (the “ABCABCBCA”) of TransGlobe Energy Corporation involving Goodness Growth Holdings, Inc. (the “Company”), pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), as more particularly described and set forth in the management information circular of the Company dated ●, 2022 (the “Circular”) dated l, 2014 of the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.), is and all transactions contemplated thereby, are hereby authorized, approved and adopted.
2. The plan of arrangement of the Company (Company, as it has been or may be amendedmodified, modified supplemented or supplemented amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out in as Appendix “l“ ● to the Circular, is hereby authorized, approved and adopted.
3. The Company be and is hereby authorized to apply for a final order from the Supreme Court of British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (%3as they may be amended, modified or supplemented and as described in the Circular).
4. The: (i) Arrangement Agreement and related transactions, all the transactions contemplated therein; (%3ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement, ; and (%3iii) actions of the directors and officers of the Company in executing and delivering the Arrangement AgreementAgreement and any modifications, supplements or amendments thereto, and any amendments, modifications or supplements theretocausing the performance by the Company of its obligations thereunder, are hereby ratified and approved.
4. The Company be and is hereby authorized to apply for a final order from the Alberta Court of Queen’s Bench to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company (the “Company Shareholders”) or that the Arrangement has been approved by the Alberta Supreme Court of Queen’s BenchBritish Columbia, the directors of the Company are hereby authorized and empowered toempowered, at their discretion, without further notice to or approval of the shareholders of the Company, Company Shareholders: (%3i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement their terms; and (%3ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.
6. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute make an application to the Court for an order approving the Arrangement and deliver for filing with the Registrar to execute, under the ABCA articles corporate seal of arrangement the Company or otherwise, and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
7. Any officer or director of the Company is hereby authorized and directed directed, for and on behalf of the Company Company, to execute or cause to be executed and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as as, in such person determines person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such act or thing. BE IT RESOLVED THAT:
1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.
Appears in 1 contract
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 BMG Securities issued prior to the Effective Time, ;
(b) the rights and obligations of the Company Shareholders, holders of BMG Securities and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and ; and
(c) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to the Company Shares BMG Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED THAT:.
1. The arrangement (the “Arrangement”) under Section 193 288 of the Business Corporations Act (AlbertaBritish Columbia) (the “ABCABCBCA”) of TransGlobe Energy Corporation involving Battle Mountain Gold Inc. (the “CompanyBMG”), as more particularly described and set forth in the management information circular Management Proxy Circular (the “Circular”) of BMG dated l[•], 2014 of the Company 2017 accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.amended), is hereby authorized, approved authorized and adopted.approved;
2. The plan of arrangement of the Company (arrangement, as it may be or has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement amended (the “Plan of Arrangement”)), involving BMG and implementing the Arrangement, the full text of which is set out in Appendix “l“ [•] to the CircularCircular (as the Plan of Arrangement may be, or may have been, modified or amended), is hereby authorized, approved and adopted.;
3. The arrangement agreement (%3the “Arrangement Agreement”) Arrangement Agreement between BMG and related transactionsGold Standard Ventures Corp., (%3) dated April 11, 2017, the actions of the directors of the Company BMG in approving the Arrangement Agreement, and (%3) the actions of the directors and officers of the Company BMG in executing and delivering the Arrangement Agreement, Agreement and any amendments, modifications or supplements thereto, amendments thereto are hereby ratified and approved.;
4. The Company be and is hereby authorized to apply for a final order from the Alberta Court of Queen’s Bench to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders securityholders of the Company BMG or that the Arrangement has been approved by the Alberta Supreme Court of Queen’s BenchBritish Columbia, the directors of the Company BMG are hereby authorized and empowered empowered, without further notice to, without notice to or approval of, the securityholders of the shareholders of the Company, BMG:
(%3a) amend, modify or supplement to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement; or
(%3b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.Arrangement;
65. Any officer or director of the Company BMG is hereby authorized and directed for and on behalf of BMG to execute, under the Company seal of the BMG or otherwise, and to execute and deliver for filing with such documents as are necessary to desirable to the Registrar under the ABCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement BCBCA in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documentsAgreement for filing.
76. Any officer or director of the Company BMG is hereby authorized and directed for and on behalf of the Company BMG to execute and deliver , whether under corporate seal of BMG or cause to be executed and to deliver or cause to be delivered not, all such agreements, forms waivers, notices, certificates, confirmations and other documents and instruments and to perform do or cause to be performed done all such other acts and things as in the opinion of such person determines director or officer may be necessary necessary, desirable or desirable to give full useful for the purpose of giving effect to the foregoing resolution and the matters authorized therebythese resolutions, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. BE IT RESOLVED THAT:
1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, not including:
(a) all actions required to proceed with the Arrangement and related transactions.
4. Any officer be taken by or director of the Company is hereby authorized and directed for and on behalf of BMG, and all necessary filings and obtaining the Company to execute necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or cause declarations required under the Arrangement Agreement or otherwise to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced entered into by the execution and delivery of such document or instrument or the doing of any such act or thing.BMG;
Appears in 1 contract
Paramountcy. From and after the Effective Time, :
(a1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Company Shares securities of GameSquare issued prior to the Effective Time, ;
(b2) the rights and obligations of the Company Shareholders, holders of the securities of GameSquare and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and ; and
(c3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to the Company Shares securities of GameSquare shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED THAT4869-1584-5952\3 66314327.5 87171082.3 The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows:
1. The the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 193 182 of the Business Corporations Act (AlbertaOntario) (the “ABCAOBCA”) of TransGlobe Energy Corporation involving Engine Gaming & Media, Inc. (the “CompanyEngine Gaming”), GameSquare Esports Inc. (“GameSquare”) and the securityholders of GameSquare, all as more particularly described and set forth in the management information circular (the “Circular”) of GameSquare dated l●, 2014 of the Company 2022 accompanying the notice of this meeting (as the Arrangement may be amendedbe, or may have been, modified or supplemented amended in accordance with the definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.its terms), is hereby authorized, approved and adopted.;
2. The the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved;
3. the plan of arrangement of the Company (as it has been or may be amended, modified or supplemented amended from time to time in accordance with the Arrangement Agreement (its terms, the “Plan of Arrangement”))) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Appendix “l“ Schedule ● to the Circular, is hereby authorized, approved and adopted.
3. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.;
4. The Company be and GameSquare is hereby authorized to apply for a final order from the Alberta Ontario Superior Court of Queen’s Bench Justice (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be be, or may have been, modified, supplemented or amended, modified or supplemented and as described in the Circular).;
5. Notwithstanding notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved and agreed to) by the shareholders of the Company GameSquare or that the Arrangement has been approved by the Alberta Court of Queen’s BenchCourt, the directors of the Company GameSquare are hereby authorized and empowered empowered, without further notice to, without notice to or approval of of, the shareholders of the Company, GameSquare to:
(%3a) amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement; or
(%3b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.Arrangement;
6. Any any director or officer or director of the Company GameSquare is hereby authorized and directed for and on behalf of the Company GameSquare to execute and to deliver for filing with the Registrar under the ABCA articles of arrangement OBCA any and such other all documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement AgreementAgreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.; and
7. Any officer any one or director more directors or officers of the Company GameSquare is hereby authorized and directed authorized, acting for and on behalf and in the name of the Company GameSquare, to execute or cause to be executed and to deliver or cause to be delivered delivered, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments instruments, and to perform do or cause to be performed done all such other acts and things things, as in the opinion of such person determines director or officer may be necessary necessary, desirable or desirable to give full useful for the purpose of giving effect to the foregoing resolution and these resolutions, the matters authorized therebyhereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
(a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquare, such determination to be conclusively evidenced by the execution and delivery of such document document, agreement or instrument or the doing of any such act or thing. BE IT RESOLVED THAT:
1. The performance by Caracal Energy Inc. (the “Company”) text of the terms of Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the definitive agreement (Engine Gaming Meeting is as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.follows:
Appears in 1 contract
Sources: Arrangement Agreement
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 ICC Shares, ICC Plan Options, ICC Warrants and ICC Compensation Options issued and outstanding prior to the Effective Time, ;
(b) the rights and obligations of the Company Shareholdersholders of ICC Shares, ICC Plan Options, ICC Warrants and ICC Compensation Options, the Depositary and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and ; and
(c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way away relating to the Company Shares ICC Shares, ICC Plan Options, ICC Warrants and ICC Compensation Options shall be deemed to have been settled. Defined terms used but not defined in this certificate shall have the meaning ascribed thereto in the Arrangement Agreement. Each of the undersigned hereby confirms that the undersigned is satisfied that the conditions precedent to its respective obligations to complete the Arrangement have been satisfied and that the Arrangement is completed as of __________(am/pm Vancouver local time) (the “Effective Time”) on _____________, compromised, released and determined without liability except as set forth herein2018 (the “Effective Date”). BE IT RESOLVED THATName: Title: Name: Title:
1. The arrangement (the “Arrangement”) under Section 193 Division 5 of Part 9 of the Business Corporations Act (AlbertaBritish Columbia) (the “ABCABCBCA”) of TransGlobe Energy Corporation involving ICC Labs Inc. (the “Company”), as more particularly described and set forth in the management information circular dated , 2018 (the “Circular”) dated l, 2014 of the Company accompanying the notice of this meeting (meeting, as the Arrangement may be amendedmodified, modified supplemented or supplemented amended in accordance with the definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.)its terms, is hereby authorized, approved and adopted.
2. The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”))) involving the Company and implementing the Arrangement, the full text of which is set out in Appendix “l“ as Schedule A to the Circular, as the Plan of Arrangement may be modified, supplemented or amended in accordance with its terms, is hereby authorized, approved and adopted.
3. The (%3) Arrangement Agreement made as of September 8, 2018 between Aurora Cannabis Inc. and the Company (the “Arrangement Agreement”) and related transactions, (%3) the actions of the directors of the Company in approving the Arrangement Agreement, and (%3) the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, Agreement and any amendments, modifications or supplements thereto, amendments thereto in accordance with its terms are hereby ratified and approved.
4. The Company be and is hereby authorized to apply for a final order from the Alberta Court of Queen’s Bench to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Alberta Supreme Court of Queen’s BenchBritish Columbia, the directors of the Company are hereby authorized and empowered to, without further notice to or approval of the shareholders of the Company, Company (%3i) amend, modify or supplement to amend the Arrangement Agreement or the Plan Arrangement of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and (%3ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
65. Any one director or officer or director of the Company is hereby authorized be and directed for and on behalf of the Company to execute and deliver for filing with the Registrar under the ABCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
7. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person determines person’s opinion may be necessary or desirable to give full effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. BE IT RESOLVED THAT:
1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive document, agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.
B 1 SCHEDULE C REPRESENTATIONS AND WARRANTIES OF ICC
(a) Organization and Qualification. ICC is a corporation duly incorporated and validly existing under the laws of the Province of British Columbia and has the corporate power and authority to own its assets and conduct its business as now owned and conducted and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of ICC. ICC is duly qualified, licensed or registered to conduct business and is in good standing in each jurisdiction in which its assets are located or it conducts business, and has all necessary governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and assets and to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which do not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to ICC.
Appears in 1 contract
Paramountcy. From and after the Effective Time, :
(a1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Company Shares securities of EHT issued prior to the Effective Time, ;
(b2) the rights and obligations of the Company Shareholders, holders of the securities of EHT and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and ; and
(c3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to the Company Shares securities of EHT shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED THAT328972.00001/116443569.20 The text of the Arrangement Resolution which EHT Shareholders will be asked to pass at the EHT Meeting is as follows:
(1. The ) the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 193 Division 5 of Part 9 of the Business Corporations Act (AlbertaBritish Columbia) (the “ABCABCBCA”) of TransGlobe Energy Corporation involving Skye Bioscience, Inc. (the “CompanySKYE”), Emerald Health Therapeutics, Inc. (“EHT”) and the securityholders of EHT, all as more particularly described and set forth in the management information circular (the “Circular”) of EHT dated l●, 2014 of the Company 2022 accompanying the notice of this meeting (as the Arrangement may be amendedbe, or may have been, modified or supplemented amended in accordance with the definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.its terms), is hereby authorized, approved and adopted.;
(2. The ) the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among SKYE and EHT dated May 11, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of EHT in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of EHT in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by EHT of its obligations thereunder are hereby confirmed, ratified, authorized and approved;
(3) the plan of arrangement of the Company (as it has been or may be amended, modified or supplemented amended from time to time in accordance with the Arrangement Agreement (its terms, the “Plan of Arrangement”))) of EHT involving EHT and the securityholders of EHT implementing the Arrangement, the full text of which is set out in Appendix “l“ Schedule ● to the Circular, is hereby authorized, approved and adopted.;
3. The (%34) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
4. The Company be and EHT is hereby authorized to apply for a final order from the Alberta Supreme Court of Queen’s Bench British Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be be, or may have been, modified, supplemented or amended, modified or supplemented and as described in the Circular).;
(5. Notwithstanding ) notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved and agreed to) by the shareholders of the Company EHT or that the Arrangement has been approved by the Alberta Court of Queen’s BenchCourt, the directors of the Company EHT are hereby authorized and empowered empowered, without further notice to, without notice to or approval of of, the shareholders of the Company, EHT to:
(%3a) amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement; or
(%3b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.Arrangement;
(6. Any ) any director or officer or director of the Company EHT is hereby authorized and directed for and on behalf of the Company EHT to execute and to deliver for filing with the Registrar under the ABCA articles of arrangement BCBCA any and such other all documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement AgreementAgreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.; and
(7. Any officer ) any one or director more directors or officers of the Company EHT is hereby authorized and directed authorized, acting for and on behalf and in the name of the Company EHT, to execute or cause to be executed and to deliver or cause to be delivered delivered, whether under corporate seal of EHT or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments instruments, and to perform do or cause to be performed done all such other acts and things things, as in the opinion of such person determines director or officer may be necessary necessary, desirable or desirable to give full useful for the purpose of giving effect to the foregoing resolution and these resolutions, the matters authorized therebyhereby, the Arrangement Agreement and the 328972.00001/116443569.20 completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
(a) all actions required to be taken by or on behalf of EHT, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by EHT, such determination to be conclusively evidenced by the execution and delivery of such document document, agreement or instrument or the doing of any such act or thing. BE IT RESOLVED THAT:
1. 328972.00001/116443569.20 The performance by Caracal Energy Inc. (the “Company”) text of the terms of SKYE Resolution which SKYE Shareholders will be asked to pass at the definitive agreement (SKYE Meeting is as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.follows:
Appears in 1 contract
Paramountcy. From and after the Effective Time, :
(a1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company Shares issued prior to the Effective Time, ;
(b2) the rights and obligations of the holders of the securities of the Company Shareholders, and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and ; and
(c3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. Schedule “B” Arrangement Resolution BE IT RESOLVED BY SPECIAL RESOLUTION THAT:
1. The arrangement (the “Arrangement”) under Section 193 the provisions of Division 5 of Part 9 of the Business Corporations Act (AlbertaBritish Columbia) (the “ABCABCBCA”) of TransGlobe Energy Corporation involving Harvest Health & Recreation Inc. (the “Company”), as more particularly described and set forth in the management information circular (the “CircularHarvest”) dated l, 2014 of and its securityholders pursuant to the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive arrangement agreement (the “Arrangement Agreement”) made between Harvest and Trulieve Cannabis Corp. dated May 10, 2021, all as more particularly described and to be set forth in the management information circular of March 15, 2014 between Harvest (the Company and Caracal Energy Inc.“Circular”) accompanied by the notice of the meeting (as the Arrangement may be modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
2. The plan of arrangement of the Company (arrangement, as it has been or may be amended, modified or supplemented amended in accordance with the Arrangement Agreement and its terms, involving Harvest (the “Plan of Arrangement”))) and its securityholders, the full text of which is set out in Appendix as Schedule “l“ A” to the Circular, is hereby authorized, approved and adopted.
3. The (%3) Arrangement Agreement and related transactionsAgreement, (%3) as it may be amended from time to time in accordance with its terms, all the transactions contemplated therein, the actions of the directors of the Company Harvest in approving the Arrangement and the Arrangement Agreement, and (%3) the actions of the directors and officers of the Company Harvest in executing and delivering the Arrangement Agreement, Agreement and any amendments, modifications or supplements theretocausing the performance by Harvest of its obligations thereunder, are hereby ratified and approved.
4. The Company Harvest be and is hereby authorized to apply for a final order from the Alberta Supreme Court of Queen’s Bench British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of Company Shareholders (as defined in the Company Arrangement Agreement) or that the Arrangement has been approved by the Alberta Supreme Court of Queen’s BenchBritish Columbia (the “Court”), the directors of the Company Harvest are hereby authorized and empowered toempowered, at their discretion, without further notice to or approval of the shareholders of the Company, (%3) amend, Company Shareholders:
a. to amend or modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and (%3) or the Plan of Arrangement; and
b. subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactionsat any time prior to the Effective Time (as defined in the Arrangement Agreement).
6. Any officer or director of the Company Harvest is hereby authorized and directed for and on behalf of Harvest to make an application to the Company Court for an order approving the Arrangement and to execute and deliver for filing with the Registrar execute, under the ABCA articles corporate seal of arrangement Harvest or otherwise, and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
7. Any officer or director of the Company Harvest is hereby authorized and directed for and on behalf of the Company Harvest to execute or cause to be executed and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as as, in such person determines person's opinion, may be necessary or desirable to give full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing. BE IT RESOLVED THAT:
1. The performance by Caracal Energy Inc. (the Schedule “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company C” Representations and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares Warranties of the Company be The following representations and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors warranties of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein qualified in their entirety with reference to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactionsCompany Disclosure Letter.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.
Appears in 1 contract
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 any Company Shares Incentive Securities issued and outstanding prior to the Effective Time, ; (b) the rights and obligations of the holders of Company ShareholdersShares, any Company Incentive Securities, the Depositary and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, ; and (c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way away relating to the Company Shares or any Company Incentive Securities shall be deemed to have been settled, compromised, released and determined without any liability except as set forth herein. BE IT RESOLVED THAT:SCHEDULE B ARRANGEMENT RESOLUTION
1. The arrangement (the “Arrangement”) under Section 193 182 of the Business Corporations Act (AlbertaOntario) (the “ABCAOBCA”) of TransGlobe Energy Corporation Neo Performance Materials, Inc. (the “Company”), pursuant to the arrangement agreement (the “Arrangement Agreement”) among the Company, 2671219 Ontario Inc. and Luxfer Holdings PLC dated December 18, 2018, all as more particularly described and set forth in the management information circular of the Company dated ●, 2019 (the “Circular”) dated l), 2014 of the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented amended in accordance with the definitive agreement (the “Arrangement Agreement”its terms) made as of March 15, 2014 between the Company and Caracal Energy Inc.), is hereby authorized, approved and adopted.
2. The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out in Appendix “l“ ● to the Circular, is hereby authorized, approved and adopted.
3. The (%3i) Arrangement Agreement and related transactions, (%3ii) actions of the directors of the Company in approving the Arrangement Agreement, and (%3iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
4. The Company be and is hereby authorized to apply for a final order from the Alberta Ontario Superior Court of Queen’s Bench Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Alberta Court of Queen’s BenchCourt, the directors of the Company are hereby authorized and empowered to, at their discretion, without notice to or approval of the shareholders of the Company, : (%3i) amend, modify or supplement the Arrangement Agreement or the Plan Arrangement to the extent permitted by the Arrangement Agreement Agreement; and (%3ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
6. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver for filing with the Registrar Director under the ABCA OBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
7. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. BE IT RESOLVED THAT:
1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.SCHEDULE C REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Appears in 1 contract
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 Thor Shares and Thor Incentive Awards issued prior to the Effective Time, ; (b) the rights and obligations of the Company Shareholdersregistered and beneficial holders of Thor Shares, the holders of Thor Incentive Awards, Thor, Adam, ExchangeCo, CallCo, the Depositary, the Trustee, and any trustee and transfer agent thereforor other depositary in relation thereto, shall be solely as provided for in this Plan of Arrangement, Arrangement and the Arrangement Agreement; and (c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to the Company any Thor Shares and Thor Incentive Awards shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED THAT:
1. (i) The arrangement (the “Arrangement”) under Section 193 192 of the Canada Business Corporations Act (Albertathe “CBCA”) of Thor (the “ABCA”) of TransGlobe Energy Corporation (the “CompanyCorporation”), as more particularly described and set forth in the management information proxy circular of the Corporation (the “Circular”) dated [l], 2014 of the Company 2025 accompanying the notice of this meeting (meeting, and as the Arrangement may be amended, modified or supplemented in accordance with the definitive arrangement agreement dated September 9, 2025 between Adam and the Corporation (as it may from time to time be amended, modified or supplemented, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.), is hereby authorized, approved and adopted.
2. (ii) The plan of arrangement of the Company Corporation (as it has been or may be amended, modified or supplemented in accordance with its terms and the terms of the Arrangement Agreement (Agreement, the “Plan of Arrangement”)), the full text of which is set out in Appendix “[l“ ] to the Circular, is hereby authorized, approved and adopted.
3. (iii) The (%3) Arrangement Agreement and related transactions, (%3) the actions of the directors of the Company Corporation in approving the Arrangement Agreement, and (%3) the actions of the directors and officers of the Company Corporation in executing and delivering the Arrangement Agreement, Agreement and any amendments, modifications or supplements thereto, and causing the Corporation to perform its obligations thereunder, as well as the Corporation’s application for an interim order from the Supreme Court of British Columbia, are hereby ratified and approved.
4. (iv) The Company be and Corporation is hereby authorized to apply for a final order from the Alberta Supreme Court of Queen’s Bench British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular)Arrangement.
5. (v) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company Corporation or that the Arrangement has been approved by the Alberta Supreme Court of Queen’s BenchBritish Columbia, the directors of the Company Corporation are hereby authorized and empowered to, at their discretion, without notice to or approval of the shareholders of the CompanyCorporation, (%3i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement thereby and (%3ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
6. (vi) Any officer or director of the Company Corporation is hereby authorized and directed directed, for and on behalf of the Company Corporation, to execute and deliver for filing with the Registrar Director under the ABCA CBCA articles of arrangement and such other documents as are may be necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
7. (vii) Any officer or director of the Company Corporation is hereby authorized and directed directed, for and on behalf of the Company Corporation, to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. BE IT RESOLVED [To be included in the Adam Circular] (the “Company”) Notice is hereby given that a General Meeting of the Company will be held at [time] on [date] at [address] and virtually (details set out in Appendix 1) (the “General Meeting”) for the purpose of considering and, if thought fit, passing the following ordinary resolution (the “Resolution”): THAT:
1. in addition and without prejudice to all existing authorities, the directors of the Company be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares, or grant rights to subscribe for or to convert any security into shares, in the Company up to an aggregate nominal value of US$[ ˜ ] in connection with the proposed merger of the Company and Teck Resources Limited on the terms, and subject to the conditions, of the arrangement agreement between such parties (as the same may be modified, varied, revised or amended from time to time in accordance with its terms) for a period expiring on [ ˜ ] being the date that is five years after the date of this Resolution (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted after such expiry and the directors of the Company may allot shares, or grant rights to subscribe for or to convert any security into shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired; and
2. the amended rules of the Anglo American Long-Term Incentive Plan 2020 (the “Anglo American Incentive Plan”), a copy of which is produced to the meeting and signed by the chair for the purposes of identification, be approved and the directors be authorised to:
(i) make such modifications to the Anglo American Incentive Plan as they may consider necessary to obtain the approval of the relevant tax authorities (if relevant) or to take account of the requirements of the Financial Conduct Authority; and
(ii) adopt the Anglo American Incentive Plan as so modified and do all acts and things necessary to operate the Anglo American Incentive Plan. By order of the Board_______________________________ Name: [Name] Title: Company Secretary Anglo American plc 17 Charterhouse Street London, EC1N 6RA Registered Number 03564138 [Explanatory notes to the Notice of the Adam General Meeting to be included at the time of circulation.] [To be included in the Adam Circular] (the “Company”) Notice is hereby given that the General Meeting of the Company will be held at [time] on [date] at [address ] and virtually (details set out in Appendix 1) (the “General Meeting”) for the purpose of considering, and if thought fit, passing the following resolution as a special resolution:
1. THAT, conditional upon the Effective Time (as defined in the arrangement agreement between the Company and Teck Resources Limited dated 9 September 2025) occurring, the name of the Company be changed to “Anglo Teck plc” pursuant to Section 77 of the Companies Act 2006. By order of the Board_______________________________ Name: [Name] Title: Company Secretary Anglo American plc 17 Charterhouse Street London, EC1N 6RA Registered Number 03564138 [Explanatory notes to the Notice of the Adam General Meeting to be included at the time of circulation.] [To be included in the Adam Circular] (the “Company”) Notice is hereby given that a General Meeting of the Company will be held at [time] on [date] at [address] and virtually (details set out in Appendix 1) (the “General Meeting”) for the purpose of considering and, if thought fit, passing the following ordinary resolution (the “Resolution”): THAT:
1. The performance by Caracal Energy Inc. (amended remuneration policy, a copy of which is produced to the “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company meeting and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition signed by the Company of the common shares of TransGlobe in exchange chair for the issuance purposes of common shares of the Company identification, be and the same is hereby authorized and approved.; and
2. The (%3) Arrangement Agreement and related transactions, (%3) actions amended rules of the directors [Anglo American Bonus Share Plan 2020, the Anglo American Trader Incentive Plan, the Anglo American MyShare Plan, the Anglo American Share Incentive Plan, the Anglo American Non-cyclical Award Plan 2014, the Anglo American Non-cyclic Award Plan 2024, the Anglo American Sharesave Plan, the Anglo American Share Ownership Plan 2022 and the Anglo American Employee Save-As-You-Earn scheme] (together, the “Anglo American Incentive Plans”), copies of which are produced to the Company in approving meeting and signed by the Arrangement Agreementchair for the purposes of identification, be approved and (%3) actions of the directors and officers of be authorised to:
(i) make such modifications to the Company in executing and delivering Anglo American Incentive Plan[s] as they may consider necessary to obtain the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders relevant tax authorities (if relevant) or to take account of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms requirements of the Arrangement Agreement, not to proceed with Financial Conduct Authority; and
(ii) adopt the Arrangement Anglo American Incentive Plan[s] as so modified and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered do all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect operate the Anglo American Incentive Plans. By order of the Board_______________________________ Name: [Name] Title: Company Secretary Anglo American plc 17 Charterhouse Street London, EC1N 6RA Registered Number 03564138 [Explanatory notes to the foregoing resolution and Notice of the matters authorized thereby, such determination Adam General Meeting to be conclusively evidenced by included at the execution and delivery time of such document or instrument or the doing of any such act or thingcirculation.]
Appears in 1 contract
Paramountcy. From and after the Effective Time, :
(a1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Company Shares Affected Securities issued prior to the Effective Time, ;
(b2) the rights and obligations of the Company ShareholdersAffected Securityholders and of any transfer agent, and any trustee and transfer trustee, agent therefor, or other depositary therefor shall be solely as provided for in this Plan of Arrangement, and ; and
(c3) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to the Company Shares any Affected Securities shall be deemed to have been settled, compromised, released and determined without liability liability, except as set forth hereinin this Plan of Arrangement. BE IT RESOLVED THAT:{B1191373.1} ▇▇▇▇ ▇▇▇▇▇▇▇▇
1. The arrangement (the “Arrangement”) under Section 193 192 of the Canada Business Corporations Act (Albertathe “CBCA”) involving HNZ Group Inc. (the “ABCA”) of TransGlobe Energy Corporation (the “CompanyCorporation”), as more particularly described and set forth in the management information circular (the “Circular”) of the Corporation dated l, 2014 of the Company 2017 accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, ▇▇▇ ▇. ▇▇▇▇ and PHI, Inc. (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.)), is hereby authorized, approved and adopted.
2. The plan of arrangement of the Company Corporation (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”)), the full text of which is set out in Appendix Schedule “l“ ” to the Circular, is hereby authorized, approved and adopted.
3. The (%323) Arrangement Agreement and related transactionsall the transactions contemplated therein, (%323) actions of the directors of the Company Corporation in approving the Arrangement Agreement, and (%323) actions of the directors and officers of the Company Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
4. The Company be and Corporation is hereby authorized to apply for a final order from the Alberta Superior Court of Queen’s Bench Quebec to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company Corporation or that the Arrangement has been approved by the Alberta Superior Court of Queen’s BenchQuebec, the directors of the Company Corporation are hereby authorized and empowered to, without notice to or approval of the shareholders of the CompanyCorporation, (%323) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement and (%323) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
6. Any officer or director of the Company Corporation is hereby authorized and directed for and on behalf of the Company Corporation to execute and deliver for filing with the Registrar Director under the ABCA CBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement AgreementAgreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
7. Any officer or director of the Company Corporation is hereby authorized and directed for and on behalf of the Company Corporation to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. BE IT RESOLVED THAT:
1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.{B1191373.1} ▇▇▇▇ ▇▇▇▇▇▇▇▇
Appears in 1 contract
Sources: Arrangement Agreement (Phi Inc)
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 issued prior to the Effective TimeCarlisle Shares, Carlisle Options or Carlisle Warrants;
(b) the rights and obligations of the Company Shareholdersholders of Carlisle Shares, Carlisle Options and Carlisle Warrants and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and ; and
(c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way away relating to the Company Shares Carlisle Shares, Carlisle Options and Carlisle Warrants shall be deemed to have been settled, compromised, released and determined without any liability except as set forth herein. BE IT RESOLVED THAT:.
1. The arrangement (the “Arrangement”) under Section 193 section 182 of the Business Corporations Act (AlbertaOntario) (the “ABCAOBCA”) of TransGlobe Energy Corporation involving Carlisle Goldfields Limited (the “Company”), as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company accompanying the notice of this meeting (meeting, as the Arrangement may be amended, modified or supplemented amended in accordance with the definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.)its terms, is hereby authorized, approved and adopted.
2. The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”))) involving the Company, the full text of which is set out in Appendix “l“ as Schedule A to the CircularArrangement Agreement made as of October 15, 2015 between Alamos Gold Inc. and the Company (the “Arrangement Agreement”), as the Plan of Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted.
3. The (%3) Arrangement Agreement and related transactionsAgreement, (%3) the actions of the directors of the Company in approving the Arrangement Agreement, Agreement and (%3) the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, Agreement and any amendments, modifications or supplements thereto, amendments thereto in accordance with its terms are hereby ratified and approved.
4. The Company be and is hereby authorized to apply for a final order from the Alberta Court of Queen’s Bench to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
5. Notwithstanding that this resolution has been passed (and the Plan of Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Alberta Ontario Superior Court of Queen’s BenchJustice (Commercial List), the directors of the Company are hereby authorized and empowered to, without further notice to or approval of the shareholders of the Company, Company (%3i) amend, modify or supplement to amend the Arrangement Agreement or the Plan Arrangement of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and (%3ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactionsArrangement.
65. Any one director or officer or director of the Company be and is hereby authorized and directed for and on behalf of the Company to execute execute, under the corporate seal of the Company or otherwise, and to deliver to the Director under the OBCA for filing with the Registrar under the ABCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
76. Any one director or officer or director of the Company be and is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person determines person’s opinion may be necessary or desirable to give full effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. BE IT RESOLVED THAT:
1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive document, agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.
Appears in 1 contract
Sources: Arrangement Agreement
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 K▇▇▇▇▇▇▇ Shares and K▇▇▇▇▇▇▇ Equity Awards issued or outstanding prior to the Effective Time, (b) the rights and obligations of the Company K▇▇▇▇▇▇▇ Shareholders, holders of K▇▇▇▇▇▇▇ Equity Awards, K▇▇▇▇▇▇▇, Agnico, the Depositary and any trustee and registrar or transfer agent thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to the Company any K▇▇▇▇▇▇▇ Shares and K▇▇▇▇▇▇▇ Equity Awards shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED THAT:in this Plan of Arrangement.
1. The arrangement (as it may be modified, supplemented or amended, the “Arrangement”) under Section 193 section 182 of the Business Corporations Act (AlbertaOntario) (the “ABCAOBCA”) of TransGlobe Energy Corporation K▇▇▇▇▇▇▇ Lake Gold Ltd. (the “Company”), pursuant to the merger agreement between the Company and Agnico Eagle Mines Limited (“Agnico”) dated September 28, 2021, as it has been or may be modified, supplemented or amended from time to time in accordance with its terms (the “Merger Agreement”), as more particularly described and set forth in the joint management information circular of the Company and Agnico dated n, 2021 (as modified, supplemented or amended from time to time in accordance with the Merger Agreement, the “Circular”) dated l, 2014 of the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.), is and all transactions contemplated thereby, are hereby authorized, approved and adopted.
2. The plan of arrangement of the Company (Company, as it has been or may be amendedmodified, modified supplemented or supplemented amended in accordance with the Arrangement Merger Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out in as Appendix “l“ n to the Circular, is hereby authorized, approved and adopted.
3. The The: (%3i) Arrangement Merger Agreement and related transactions, all the transactions contemplated therein; (%3ii) actions of the directors of the Company in approving the Arrangement and the Merger Agreement, ; and (%3iii) actions of the directors and officers of the Company in executing and delivering the Arrangement AgreementMerger Agreement and any modifications, supplements or amendments thereto, and any amendments, modifications or supplements theretocausing the performance by the Company of its obligations thereunder, are hereby ratified and approved.
4. The Company be and is hereby authorized to apply for a final order from the Alberta Ontario Superior Court of Queen’s Bench Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular)Arrangement.
5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders holders of common shares of the Company (the “Company Shareholders”) or that the Arrangement has been approved by the Alberta Court of Queen’s BenchCourt, the directors of the Company are hereby authorized and empowered toempowered, at their discretion, without further notice to or approval of the shareholders of the Company, Company Shareholders: (%3i) to amend, modify or supplement the Arrangement Merger Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement their respective terms; and (%3ii) subject to the terms of the Arrangement Merger Agreement, not to proceed with the Arrangement and any related transactions.
6. Any one director or officer or director of the Company be and is hereby authorized and directed for and on behalf of the Company to execute make an application to the Court for an order approving the Arrangement, to execute, under the corporate seal of the Company or otherwise, and to deliver to the Director under the OBCA for filing with the Registrar under the ABCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Merger Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
7. Any officer or director of the Company is hereby authorized and directed directed, for and on behalf of the Company Company, to execute or cause to be executed and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as as, in such person determines person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing. BE IT RESOLVED THAT:.
1. The performance by Caracal Energy Inc. Agnico Eagle Mines Limited (“Agnico”) is hereby authorized and directed to issue up to n common shares in the capital of Agnico (the “CompanyConsideration Shares”) in connection with the acquisition of all of the terms issued and to be issued common shares of K▇▇▇▇▇▇▇ Lake Gold Ltd. (“K▇▇▇▇▇▇▇”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under section 182 of the definitive Business Corporations Act (Ontario) (the “Arrangement”) in accordance with a merger agreement (between Agnico and K▇▇▇▇▇▇▇ dated September 28, 2021, as it may be amended, supplemented or otherwise modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement from time to time (the “ArrangementMerger Agreement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe), all as more particularly described and set forth in the joint management information circular dated n, 2021, as it may be amended, supplemented or otherwise modified from time to time (the “Circular”), such number of Consideration Shares consisting of: (i) dated lup to n Consideration Shares issuable to shareholders of K▇▇▇▇▇▇▇ pursuant to the Plan of Arrangement; (ii) up to n Consideration Shares issuable upon the exercise of Agnico replacement options to be issued in exchange for K▇▇▇▇▇▇▇ options and upon the exercise, 2014 settlement or redemption of the CompanyK▇▇▇▇▇▇▇ restricted share unit and performance share unit awards to be assumed by Agnico pursuant to the Arrangement; and (iii) an additional n Consideration Shares to account for clerical and administrative matters, including without limitation to settle fractional entitlements to Consideration Shares under the acquisition by Arrangement.
2. The Consideration Shares will be, when issued, validly issued as fully paid and non-assessable common shares in the Company capital of Agnico and, at or following the effective time of the Arrangement, the registrar and transfer agent of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same Agnico from time to time is hereby authorized and approved.
2. The (%3) Arrangement Agreement directed upon receipt of a direction from any one director or officer of Agnico to countersign and related transactionsdeliver certificates, (%3) actions or other evidence of issuance, in respect of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approvedConsideration Shares.
3. Notwithstanding that this resolution has been passedduly passed by the holders of common shares of Agnico (the “Agnico Shareholders”) or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of the Company Agnico are hereby authorized and empowered toempowered, at their discretion, at any time prior to the effective time of the Arrangement and without any further notice to or approval of the shareholders of the CompanyAgnico Shareholders, to: (%3i) amend, supplement or modify or supplement the Arrangement Merger Agreement or the plan Plan of arrangement contemplated therein Arrangement to the extent permitted by the Arrangement Merger Agreement and the Plan of Arrangement, as applicable; (%3ii) revoke this resolution, in whole or in part, and not give effect to this resolution; (iii) increase the number of Consideration Shares issuable in connection with the Arrangement, subject to the limitations imposed by the Toronto Stock Exchange; and/or (iv) subject to the terms of the Arrangement Merger Agreement, not to proceed with the Arrangement and any related transactions.
4. Any one director or officer or director of the Company Agnico is hereby authorized and directed directed, for and on behalf and in the name of the Company Agnico, to execute or cause to be executed and to deliver or cause to be delivered delivered, whether under corporate seal of Agnico or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments instruments, and to perform do or cause to be performed done all such other acts and things as in the opinion of such person determines director or officer may be necessary necessary, desirable or desirable to give useful for the purpose of giving full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such document document, agreement or instrument or the doing of any such other act or thing.
Appears in 1 contract
Paramountcy. From and after the Effective Time, :
(a1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of the Company Shares issued prior to the Effective Time, ;
(b2) the rights and obligations of the holders of the securities of the Company Shareholders, and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and ; and
(c3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of the Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED BY SPECIAL RESOLUTION THAT:
1. The arrangement (the “Arrangement”) under Section 193 the provisions of Division 5 of Part 9 of the Business Corporations Act (AlbertaBritish Columbia) (the “ABCABCBCA”) of TransGlobe Energy Corporation involving Harvest Health & Recreation Inc. (the “Company”), as more particularly described and set forth in the management information circular (the “CircularHarvest”) dated l, 2014 of and its securityholders pursuant to the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive arrangement agreement (the “Arrangement Agreement”) made between Harvest and Trulieve Cannabis Corp. dated May 10, 2021, all as more particularly described and to be set forth in the management information circular of March 15, 2014 between Harvest (the Company and Caracal Energy Inc.“Circular”) accompanied by the notice of the meeting (as the Arrangement may be modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
2. The plan of arrangement of the Company (arrangement, as it has been or may be amended, modified or supplemented amended in accordance with the Arrangement Agreement and its terms, involving Harvest (the “Plan of Arrangement”))) and its securityholders, the full text of which is set out in Appendix as Schedule “l“ A” to the Circular, is hereby authorized, approved and adopted.
3. The (%3) Arrangement Agreement and related transactionsAgreement, (%3) as it may be amended from time to time in accordance with its terms, all the transactions contemplated therein, the actions of the directors of the Company Harvest in approving the Arrangement and the Arrangement Agreement, and (%3) the actions of the directors and officers of the Company Harvest in executing and delivering the Arrangement Agreement, Agreement and any amendments, modifications or supplements theretocausing the performance by Harvest of its obligations thereunder, are hereby ratified and approved.
4. The Company Harvest be and is hereby authorized to apply for a final order from the Alberta Supreme Court of Queen’s Bench British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of Company Shareholders (as defined in the Company Arrangement Agreement) or that the Arrangement has been approved by the Alberta Supreme Court of Queen’s BenchBritish Columbia (the “Court”), the directors of the Company Harvest are hereby authorized and empowered toempowered, at their discretion, without further notice to or approval of the shareholders of the Company, (%3) amend, Company Shareholders:
a. to amend or modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and (%3) or the Plan of Arrangement; and
b. subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactionsat any time prior to the Effective Time (as defined in the Arrangement Agreement).
6. Any officer or director of the Company Harvest is hereby authorized and directed for and on behalf of Harvest to make an application to the Company Court for an order approving the Arrangement and to execute and deliver for filing with the Registrar execute, under the ABCA articles corporate seal of arrangement Harvest or otherwise, and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
7. Any officer or director of the Company Harvest is hereby authorized and directed for and on behalf of the Company Harvest to execute or cause to be executed and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as as, in such person determines person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing. BE IT RESOLVED THAT:
1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company following representations and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors warranties of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein qualified in their entirety with reference to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactionsCompany Disclosure Letter.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.
Appears in 1 contract
Sources: Arrangement Agreement (Harvest Health & Recreation Inc.)
Paramountcy. From and after the Effective Time, :
(a1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Company Shares securities of GameSquare issued prior to the Effective Time, ;
(b2) the rights and obligations of the Company Shareholders, holders of the securities of GameSquare and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement, and ; and
(c3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to the Company Shares securities of GameSquare shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED THATThe text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows:
1. The the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 193 182 of the Business Corporations Act (AlbertaOntario) (the “ABCAOBCA”) of TransGlobe Energy Corporation involving Engine Gaming & Media, Inc. (the “CompanyEngine Gaming”), GameSquare Esports Inc. (“GameSquare”) and the securityholders of GameSquare, all as more particularly described and set forth in the management information circular (the “Circular”) of GameSquare dated l●, 2014 of the Company 2022 accompanying the notice of this meeting (as the Arrangement may be amendedbe, or may have been, modified or supplemented amended in accordance with the definitive agreement (the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc.its terms), is hereby authorized, approved and adopted.;
2. The the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved;
3. the plan of arrangement of the Company (as it has been or may be amended, modified or supplemented amended from time to time in accordance with the Arrangement Agreement (its terms, the “Plan of Arrangement”))) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Appendix “l“ Schedule ● to the Circular, is hereby authorized, approved and adopted.
3. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.;
4. The Company be and GameSquare is hereby authorized to apply for a final order from the Alberta Ontario Superior Court of Queen’s Bench Justice (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be be, or may have been, modified, supplemented or amended, modified or supplemented and as described in the Circular).;
5. Notwithstanding notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved and agreed to) by the shareholders of the Company GameSquare or that the Arrangement has been approved by the Alberta Court of Queen’s BenchCourt, the directors of the Company GameSquare are hereby authorized and empowered empowered, without further notice to, without notice to or approval of of, the shareholders of the Company, GameSquare to:
(%3a) amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement; or
(%3b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.Arrangement;
6. Any any director or officer or director of the Company GameSquare is hereby authorized and directed for and on behalf of the Company GameSquare to execute and to deliver for filing with the Registrar under the ABCA articles of arrangement OBCA any and such other all documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement AgreementAgreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.; and
7. Any officer any one or director more directors or officers of the Company GameSquare is hereby authorized and directed authorized, acting for and on behalf and in the name of the Company GameSquare, to execute or cause to be executed and to deliver or cause to be delivered delivered, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments instruments, and to perform do or cause to be performed done all such other acts and things things, as in the opinion of such person determines director or officer may be necessary necessary, desirable or desirable to give full useful for the purpose of giving effect to the foregoing resolution and these resolutions, the matters authorized therebyhereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
(a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquare, such determination to be conclusively evidenced by the execution and delivery of such document document, agreement or instrument or the doing of any such act or thing. BE IT RESOLVED THAT:
1. The performance by Caracal Energy Inc. (the “Company”) text of the terms of Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the definitive agreement (Engine Gaming Meeting is as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.follows:
Appears in 1 contract
Sources: Arrangement Agreement (Engine Gaming & Media, Inc.)
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 ▇▇▇▇▇▇▇▇ Equity Awards issued or outstanding prior to the Effective Time, (b) the rights and obligations of the Company ▇▇▇▇▇▇▇▇ Shareholders, holders of ▇▇▇▇▇▇▇▇ Equity Awards, ▇▇▇▇▇▇▇▇, Agnico, the Depositary and any trustee and registrar or transfer agent thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to the Company any ▇▇▇▇▇▇▇▇ Shares and ▇▇▇▇▇▇▇▇ Equity Awards shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED THAT:in this Plan of Arrangement.
1. The arrangement (as it may be modified, supplemented or amended, the “"Arrangement”") under Section 193 section 182 of the Business Corporations Act (AlbertaOntario) (the “ABCA”"OBCA") of TransGlobe Energy Corporation ▇▇▇▇▇▇▇▇ Lake Gold Ltd. (the “"Company”"), pursuant to the merger agreement between the Company and Agnico Eagle Mines Limited ("Agnico") dated September 28, 2021, as it has been or may be modified, supplemented or amended from time to time in accordance with its terms (the "Merger Agreement"), as more particularly described and set forth in the joint management information circular (the “Circular”) dated l, 2014 of the Company accompanying the notice of this meeting and Agnico dated •, 2021 (as the Arrangement may be amendedmodified, modified supplemented or supplemented amended from time to time in accordance with the definitive agreement (Merger Agreement, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and Caracal Energy Inc."Circular"), is and all transactions contemplated thereby, are hereby authorized, approved and adopted.
2. The plan of arrangement of the Company (Company, as it has been or may be amendedmodified, modified supplemented or supplemented amended in accordance with the Arrangement Merger Agreement and its terms (the “"Plan of Arrangement”)"), the full text of which is set out in as Appendix “l“ • to the Circular, is hereby authorized, approved and adopted.
3. The The: (%3i) Arrangement Merger Agreement and related transactions, all the transactions contemplated therein; (%3ii) actions of the directors of the Company in approving the Arrangement and the Merger Agreement, ; and (%3iii) actions of the directors and officers of the Company in executing and delivering the Arrangement AgreementMerger Agreement and any modifications, supplements or amendments thereto, and any amendments, modifications or supplements theretocausing the performance by the Company of its obligations thereunder, are hereby ratified and approved.
4. The Company be and is hereby authorized to apply for a final order from the Alberta Ontario Superior Court of Queen’s Bench Justice (Commercial List) (the "Court") to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular)Arrangement.
5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders holders of common shares of the Company (the "Company Shareholders") or that the Arrangement has been approved by the Alberta Court of Queen’s BenchCourt, the directors of the Company are hereby authorized and empowered toempowered, at their discretion, without further notice to or approval of the shareholders of the Company, Company Shareholders: (%3i) to amend, modify or supplement the Arrangement Merger Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement their respective terms; and (%3ii) subject to the terms of the Arrangement Merger Agreement, not to proceed with the Arrangement and any related transactions.
6. Any one director or officer or director of the Company be and is hereby authorized and directed for and on behalf of the Company to execute make an application to the Court for an order approving the Arrangement, to execute, under the corporate seal of the Company or otherwise, and to deliver to the Director under the OBCA for filing with the Registrar under the ABCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Merger Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
7. Any officer or director of the Company is hereby authorized and directed directed, for and on behalf of the Company Company, to execute or cause to be executed and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as as, in such person determines person's opinion, may be necessary or desirable to give full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing. BE IT RESOLVED THAT:.
1. The performance by Caracal Energy Inc. Agnico Eagle Mines Limited ("Agnico") is hereby authorized and directed to issue up to ♦ common shares in the capital of Agnico (the “Company”"Consideration Shares") in connection with the acquisition of all of the terms issued and to be issued common shares of ▇▇▇▇▇▇▇▇ Lake Gold Ltd. ("▇▇▇▇▇▇▇▇") pursuant to a plan of arrangement (the "Plan of Arrangement") under section 182 of the definitive Business Corporations Act (Ontario) (the "Arrangement") in accordance with a merger agreement (between Agnico and ▇▇▇▇▇▇▇▇ dated September 28, 2021, as it may be amended, supplemented or otherwise modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement from time to time (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe"Merger Agreement"), all as more particularly described and set forth in the joint management information circular dated ♦, 2021, as it may be amended, supplemented or otherwise modified from time to time (the “"Circular”"), such number of Consideration Shares consisting of: (i) dated lup to ♦ Consideration Shares issuable to shareholders of ▇▇▇▇▇▇▇▇ pursuant to the Plan of Arrangement; (ii) up to ♦ Consideration Shares issuable upon the exercise of Agnico replacement options to be issued in exchange for ▇▇▇▇▇▇▇▇ options and upon the exercise, 2014 settlement or redemption of the Company▇▇▇▇▇▇▇▇ restricted share unit and performance share unit awards to be assumed by Agnico pursuant to the Arrangement; and (iii) an additional ♦ Consideration Shares to account for clerical and administrative matters, including without limitation to settle fractional entitlements to Consideration Shares under the acquisition by Arrangement.
2. The Consideration Shares will be, when issued, validly issued as fully paid and non-assessable common shares in the Company capital of Agnico and, at or following the effective time of the Arrangement, the registrar and transfer agent of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same Agnico from time to time is hereby authorized and approved.
2. The (%3) Arrangement Agreement directed upon receipt of a direction from any one director or officer of Agnico to countersign and related transactionsdeliver certificates, (%3) actions or other evidence of issuance, in respect of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approvedConsideration Shares.
3. Notwithstanding that this resolution has been passedduly passed by the holders of common shares of Agnico (the "Agnico Shareholders") or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of the Company Agnico are hereby authorized and empowered toempowered, at their discretion, at any time prior to the effective time of the Arrangement and without any further notice to or approval of the shareholders of the CompanyAgnico Shareholders, to: (%3i) amend, supplement or modify or supplement the Arrangement Merger Agreement or the plan Plan of arrangement contemplated therein Arrangement to the extent permitted by the Arrangement Merger Agreement and the Plan of Arrangement, as applicable; (%3ii) revoke this resolution, in whole or in part, and not give effect to this resolution; (iii) increase the number of Consideration Shares issuable in connection with the Arrangement, subject to the limitations imposed by the Toronto Stock Exchange; and/or (iv) subject to the terms of the Arrangement Merger Agreement, not to proceed with the Arrangement and any related transactions.
4. Any one director or officer or director of the Company Agnico is hereby authorized and directed directed, for and on behalf and in the name of the Company Agnico, to execute or cause to be executed and to deliver or cause to be delivered delivered, whether under corporate seal of Agnico or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments instruments, and to perform do or cause to be performed done all such other acts and things as in the opinion of such person determines director or officer may be necessary necessary, desirable or desirable to give useful for the purpose of giving full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such document document, agreement or instrument or the doing of any such other act or thing.
Appears in 1 contract
Paramountcy. From and after the Effective Time, : (ai) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Company TMX Group Shares and TMX Group Options issued prior to the Effective Time, (bii) the rights and obligations of the Company Shareholdersregistered holders of TMX Group Shares and TMX Group Options, and TMX Group, Maple, the Depositary and any trustee and transfer agent thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (ciii) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) ), only with respect to or in connection with this Plan of Arrangement, based on or in any way relating to the Company any TMX Group Shares or TMX Group Options shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. BE IT RESOLVED THAT:.
1. The arrangement (the “Arrangement”) under Section 193 182 of the Business Corporations Act (AlbertaOntario) (the “ABCAOBCA”) of TransGlobe Energy Corporation TMX Group Inc. (the “CompanyTMX Group”), as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company TMX Group accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the definitive support agreement (the “Arrangement Support Agreement”) made as of March 15October 30, 2014 2011, between the Company TMX Group and Caracal Energy Inc.Maple Group Acquisition Corporation), is hereby authorized, approved and adopted.
2. The plan of arrangement of the Company TMX Group (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Support Agreement (the “Plan of Arrangement”)), the full text of which is set out in Appendix “l“ Schedule A to the CircularSupport Agreement, is hereby authorized, approved and adopted.
3. The (%3i) Arrangement Support Agreement and related transactions, (%3ii) actions of the directors of the Company TMX Group in approving the Arrangement Support Agreement, and (%3iii) actions of the directors and officers of the Company TMX Group in executing and delivering the Arrangement Support Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
4. The Company TMX Group be and is hereby authorized to apply for a final order from the Alberta Ontario Superior Court of Queen’s Bench Justice to approve the Arrangement on the terms set forth in the Arrangement Support Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company TMX Group or that the Arrangement has been approved by the Alberta Ontario Superior Court of Queen’s BenchJustice, the directors of the Company TMX Group are hereby authorized and empowered to, without notice to or approval of the shareholders of the CompanyTMX Group, (%3i) amend, modify or supplement the Arrangement Support Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Support Agreement and the Plan of Arrangement and (%3ii) subject to the terms of the Arrangement Support Agreement, not to proceed with the Arrangement and related transactions.
6. Any officer or director of the Company TMX Group is hereby authorized and directed for and on behalf of the Company TMX Group to execute and deliver for filing with the Registrar Director under the ABCA OBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Support Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
7. Any officer or director of the Company TMX Group is hereby authorized and directed for and on behalf of the Company TMX Group to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person Person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. BE IT RESOLVED THAT:
1 Consent under the TMX Group Credit Agreement. 2 Consents under the Credit Agreement between Natural Gas Exchange Inc. and The Toronto- Dominion Bank dated November 1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company 2007 and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) found under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth section 12.58 in the management information circular (TMX Group Data Room. 3 Consents under the “Circular”) Credit Facility between Canadian Derivatives Clearing Corporation and Royal Bank of Canada dated lApril 29, 2014 of 2009 and found under section 12.57 in the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approvedTMX Group Data Room.
2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.
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Sources: Support Agreement