Plan of Arrangement Clause Samples
The Plan of Arrangement clause outlines the specific steps and procedures by which a corporate restructuring, merger, or acquisition will be carried out. It typically details the sequence of actions, approvals required from stakeholders such as shareholders and regulatory bodies, and the manner in which assets, liabilities, or shares will be exchanged or reorganized. This clause ensures that all parties have a clear, legally binding roadmap for implementing complex transactions, thereby reducing uncertainty and minimizing the risk of disputes during the process.
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Plan of Arrangement. (a) Subject to Section 2.8, the Parties agree to implement the Plan of Arrangement in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement and to use commercially reasonable efforts to cause the Closing to occur on or about November 24, 2015 or as soon thereafter as reasonably practicable, and in any event by the Outside Date.
(b) Corporation and SIL agree that as soon as reasonably practicable after the date of this Agreement, but in any event in sufficient time to permit the Meetings to be conducted in accordance with Section 2.2, they will, pursuant to section 192 of the CBCA, and in cooperation with the Purchaser Parties, prepare, file and diligently pursue an application for the Interim Order, which will provide, unless the Parties otherwise agree, acting reasonably, among other things:
(i) for the calling and holding of the Meetings, including confirming the record date for determining the classes of Persons to whom notice is to be provided in respect of the Plan of Arrangement and the Meetings and for the manner in which such notice is to be provided;
(ii) that the requisite approval for the Corporation Arrangement Resolution will be 66 2/3% of the votes cast on the Corporation Arrangement Resolution by the Corporation Securityholders present in person or represented by proxy at the Corporation Meeting, voting together as a single class;
(iii) that the requisite approval for the SIL Arrangement Resolution will be 66 2/3% of the votes cast on the SIL Arrangement Resolution by the SIL Shareholders present in person or represented by proxy at the SIL Meeting, voting together as a single class;
(iv) that, in all other respects, the terms, restrictions and conditions of Corporation’s and SIL’s Governing Documents, including quorum requirements, shall apply in respect of the Meetings;
(v) for the grant of the Dissent Rights in the manner contemplated in the Plan of Arrangement;
(vi) for the notice requirements with respect to the presentation of the application to the Court for a Final Order;
(vii) that the Meetings may be adjourned or postponed from time to time by Corporation or SIL, as applicable, with the consent of the Purchaser Parties, without the need for further approval from the Court; and
(viii) that, except as required by Law, the record date for the Corporation Shareholders and the SIL Shareholders entitled to receive notice of and to vote at the meetings will not change in respect of...
Plan of Arrangement. The Parties will forthwith jointly file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the calling and holding of the NRG Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement Resolution and upon receipt thereof, the Parties will forthwith carry out the terms of the Interim Order to the extent applicable to it. Provided all necessary approvals for the Arrangement Resolution are obtained from the NRG Shareholders, the Parties shall jointly submit the Arrangement to the Court and apply for the Final Order. Upon issuance of the Final Order and subject to the conditions precedent in Article 5, NRG shall forthwith proceed to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to the Arrangement Provisions, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any act or formality.
Plan of Arrangement. (a) On the terms and subject to the conditions set forth in this Agreement, the Parties agree to carry out the Arrangement in accordance with the Plan of Arrangement pursuant to which (among other things), each of the steps, events or transactions set out in the Plan of Arrangement shall occur and shall be deemed to occur sequentially in the order set out therein without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:
(b) The Plan of Arrangement may be amended in accordance with Section 7.2. As soon as reasonably practicable, but in any event no later than the earlier of the second Business Day after the last of the conditions set forth in Article 5 have been satisfied and by the Outside Date if the conditions set forth in Article 5 have been satisfied (other than, in each case, those conditions that by their nature are to be satisfied at closing of the Arrangement, but subject to satisfaction or waiver of those conditions) or, where not prohibited, waived by the applicable Party or Parties in whose favour the condition is, unless another time or date is agreed to in writing by the Parties (the "Effective Date"), the Parties will complete the Arrangement and the Arrangement shall become effective at the Effective Time whereupon the steps comprising the Plan of Arrangement will be deemed to occur in the order, at the times, and in the manner set forth therein. The closing of the transactions contemplated hereby will take place at the offices of counsel to Company or at such other location as may be agreed upon by the Parties. Without limiting the generality of the foregoing, Company and Purchaser shall execute and deliver such closing documents and instruments and Company shall forthwith on the Effective Date proceed to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to subsection 193(4.1) of the ABCA
(c) Notwithstanding any other provision of this Agreement, Purchaser may acquire the Company Shares through a direct or indirectly wholly-owned subsidiary, currently existing or to be organized under Applicable Laws of any jurisdiction in Canada ("AcquisitionCo"). If the Arrangement is undertaken in whole or in part by AcquisitionCo, Purchaser hereby unconditionally and irrevocably guarantees in favour of Company the due and punctual performance by A...
Plan of Arrangement. Subject to the terms and conditions of this Agreement and the Plan of Arrangement, substantially in the form attached hereto as Exhibit A (the "Plan of Arrangement"), at the Effective Time (as defined herein) (i) each outstanding Newcourt Common Share of which the holder is an Eligible Electing Holder (as defined in Section 2.1 hereof) for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares of Class A Common Stock, par value $0.01 per share (the "CIT Common Stock"), of CIT equal to the Exchange Ratio (as defined in Section 2.1 hereof), (ii) each Newcourt Common Share of which the holder is an Eligible Electing Holder for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares in the class of non-voting exchangeable shares in the capital of Exchangeco (each, an "Exchangeable Share") equal to the Exchange Ratio, (iii) each Newcourt Common Share held by any holder who is not an Eligible Electing Holder or who is an Eligible Electing Holder but who has not made a valid election as described above (other than (x) Newcourt Common Shares held by a Dissenting Shareholder who is ultimately entitled to be paid the fair value of the Newcourt Common Shares held by such shareholder and (y) Newcourt Common Shares held by CIT or any Subsidiary or affiliate thereof) shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares of CIT Common Stock equal to the Exchange Ratio, (iv) each Newcourt Option shall be exchanged for a Replacement Option to purchase shares of CIT Common Stock as contemplated by Section 1.6 and (v) the other terms set forth in the Plan of Arrangement shall be implemented. The Plan of Arrangement provides for the terms of the Arrangement and the mode of carrying the Arrangement into effect. Such terms and conditions are incorporated by reference herein and made a part hereof.
Plan of Arrangement. This Plan of Arrangement is made pursuant to, is subject to the provisions of and forms part of, the Arrangement Agreement.
Plan of Arrangement. This equity incentive plan contemplates the Plan of Arrangement. To the extent applicable, it is intended that the Outstanding Restricted Share Rights and the Outstanding Deferred Share Units will be exchanged for Arrangement Restricted Share Rights and Arrangement Deferred Share Units, respectively, pursuant to the Plan of Arrangement on a tax-deferred basis under subsection 7(1.4) of the Income Tax Act (Canada).
Plan of Arrangement. If any Loan Party or any other Person shall take any steps or actions (other than preparation of preliminary legal documentation and similar preparatory actions) to pursue or provide any notice to any Person that they intend to pursue a recapitalization of any Loan Party, whether pursuant to a plan of arrangement under the Canada Business Corporations Act (Canada) or otherwise.
Plan of Arrangement. This Plan of Arrangement constitutes an arrangement as referred to in Section 192 of the CBCA and is made pursuant to, and is subject to, the provisions of the Arrangement Agreement.
Plan of Arrangement. The parties to this Agreement will implement the Plan of Arrangement in accordance with the provisions of this Agreement including Schedule C of this Agreement. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Laws, including the BCBCA. The closing of the transactions contemplated hereby will take place at the offices of Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Vancouver, British Columbia at 10:00 a.m. (Vancouver time) on the Effective Date.
Plan of Arrangement. Subject to the provisions of Article 4, commencing at the Effective Time, each of the events set out below shall occur and shall be deemed to occur in the following order without any further act or formality: