The Arrangement. Commencing at the Effective Time, the following shall occur and shall be deemed to occur, in the following order (unless expressly stated otherwise), without any further authorization, act or formality on the part of any person:
(a) the Corporation Rights Plan shall be terminated (and all rights thereunder shall expire) and shall be of no further force or effect;
(b) Corporation shall transfer its right and interest in and to the Canadian Malartic Assets (excluding, for the avoidance of doubt, the Canadian Malartic NSR, which shall be retained by Corporation and transferred by Corporation to New Osisko as part of the New Osisko Assets pursuant to Section 3.3(c)) to Canadian Malartic GP in consideration for (i) the assumption by Canadian Malartic GP of the Assumed Liabilities; and (ii) the issuance to Corporation by Canadian Malartic GP of the Canadian Malartic Additional Units, all in accordance with the terms of the Canadian Malartic Contribution Agreement;
(c) Corporation shall transfer to New Osisko all of its entire legal and beneficial right, title and interest in and to the New Osisko Assets in consideration for (i) the issuance by New Osisko to Corporation of that number of fully paid and non-assessable New Osisko Common Shares equal to the sum of (A) the number of Corporation Common Shares issued and outstanding immediately prior to the Effective Time, (B) the number of Corporation Common Shares issuable upon exercise of the Corporation Convertible Securities, and (C) the number of Corporation Common Shares issuable pursuant to Section 3.3(e), and (ii) the assumption by New Osisko of the New Osisko Liabilities, all in accordance with the terms of the New Osisko Contribution Agreement;
(d) each Corporation Common Share held by a Dissenting Shareholder shall be, and shall be deemed to be, surrendered to Corporation by the holder thereof, without any further act or formality by or on behalf of the Dissenting Shareholder, free and clear of any Encumbrances, and each such Corporation Common Share so surrendered shall be cancelled and thereupon each Dissenting Shareholder shall cease to have any rights as holders of such Corporation Common Shares other than the rights set out in Article 4 hereof and the name of such Dissenting Shareholder shall be removed from the register of holders of Corporation Common Shares;
(e) each of the Exercised Corporation Options shall be, and shall be deemed to be, exercised and Corporation shall, and shall be deemed to, iss...
The Arrangement. Commencing at the Effective Time, except as otherwise noted herein, the following will occur and will be deemed to occur in the following order without any further act or formality on the part of any Person: (a) all Dissent Securities held by Dissenting Securityholders will be deemed to have been transferred to PHM, and: (i) each Dissenting Securityholder will cease to have any rights as a PHM Securityholder other than the right to be paid by PHM, in accordance with the Dissent Rights, the fair value of such Dissent Securities; (ii) the Dissenting Securityholder's name will be removed as the holder of such Dissent Securities from the central securities register of PHM; (iii) the Dissent Securities will be cancelled; and (iv) the Dissenting Securityholder will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Dissent Securities; (b) notwithstanding the terms of the PHM Option Plan, including any agreement made thereunder, each PHM Option that has not been duly exercised prior to the Effective Time will be deemed to be surrendered and shall be cancelled (without any action on the part of the holder of the PHM Option), and each agreement relating to each PHM Option will be terminated and of no further force and effect, and: (i) in exchange, each Former PHM Optionholder will be entitled to receive the following: (A) for each PHM Option registered in the name of an Eligible PHM Optionholder that is outstanding immediately before the Effective Time, the holder will receive one (1) New PHM Option to purchase from PHM one (1) New Common Share for every PHM Share that could be purchased under the PHM Option, and each such New PHM Option will be governed by the terms of the New PHM Option Plan and will have: (1) an exercise price per New Common Share equal to the exercise price of the applicable PHM Option multiplied by the New PHM Exercise Price Ratio, rounded to the nearest half cent, provided that in the event that such exercise price so calculated is less than $0.05, the exercise price will be rounded up to $0.05; provided that, none of the New PHM Options or Newco Options will be exercisable until, subsequent to the Effective Date, five trading days have elapsed in respect of each of PHM and Newco, such that the New PHM Exercise Price Ratio and Newco Exercise Price Ratio have been determined; (ii) the PHM Option Plan will be terminated, and neither PHM nor any P...
The Arrangement. Section 2.1 Arrangement 21 Section 2.2 Interim Order 21 Section 2.3 The Company Meeting 22 Section 2.4 The Company Circular 23 Section 2.5 Final Order 24 Section 2.6 Court Proceedings 24 Section 2.7 Articles of Arrangement and Effective Date 25 Section 2.8 Payment of Consideration 25 Section 2.9 Adjustment to Consideration for Dividends 26 Section 2.10 Withholding Taxes 26 Section 2.11 List of Shareholders 26 Section 2.12 Incentive Plan Matters 27
The Arrangement. The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.
The Arrangement. Commencing at the Effective Time, the following shall occur, and be deemed to occur, in the following order, with each step occurring immediately following the preceding step, without further act or formality:
(1) notwithstanding the terms of the Company Rights Agreement, the Company Rights Agreement shall be terminated and all rights issued pursuant to the Company Rights Agreement shall be cancelled without any payment in respect thereof;
(2) each Company Common Share in respect of which Dissent Rights have been validly exercised shall be repurchased and cancelled by Company, without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3, and the name of such holder shall be removed from the register of Company Shareholders (in respect of the Company Common Shares for which Dissent Rights have been validly exercised);
(3) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described in Section 2.3;
(4) Acquiror shall (a) issue shares of Acquiror Class A Common Stock to Acquiror Sub 1, in a number equal to the Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amount;
(5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amount;
(6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) a cash payment equal ...
The Arrangement. On the Effective Date, the following will occur and be deemed to occur in the following order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT or of Newco, but subject to the provisions of section 5 of this Plan of Arrangement:
4.1.1 The articles and notice of articles of PT will be amended, as applicable, to authorize PT to issue an unlimited number of New Common Shares (to be designated as “New Common shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) , with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto.
4.1.2 Each issued and outstanding Common Share held by holders of Common Shares, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share, with (i) those who were a holder of Common Shares as of the Share Distribution Date and who had at that date more Common Shares than they have at the time of such exchange being issued such additional number of Class 1 Reorganization Shares (but not any additional New Common Shares) that equals the difference between the Common Shares they held at the Share Distribution Date minus the Common Shares they hold at the time of such exchange, (ii) those who were a holder of Common Shares as of the Share Distribution Date and who had at that date less Common Shares than they have at the time of such exchange only receiving such number of Class 1 Reorganization Shares that is equal to the number of Common Shares they held at the Share Distribution date but will receive number of New Common Shares that is equal to the Common Shares they hold at the time of the exchange , and (iii) those persons who are no longer existing Shareholders but who were holders of Common Shares as of the Share Distribution Date being issued such number of Class 1 Reorganization Shares (but not any New Common Shares) equal to the number of the Common Shares such persons held at the Share Distribution Record Date. In connection with such exchange/issuance:
(a) The issue price for each Class 1 Reorganization Share will be an amount ...
The Arrangement. The Parties agree to carry out the Arrangement in accordance with this Agreement on the terms set out in the Plan of Arrangement, subject to such changes as may be mutually agreed to by the Parties in accordance with this Agreement.
The Arrangement. In order to implement the Arrangement, the following steps shall be taken by the parties:
(a) upon execution of this Arrangement Agreement, Buyco shall forthwith deliver to Pubco payment for the Deposit, which shall be a non-refundable deposit in partial payment of the Purchase Price;
(b) Buyco covenants in favour of Pubco and Subco-RI that Buyco shall, subject to the terms of this Arrangement Agreement, use commercially reasonable efforts to have the Buyco Shareholders approve the Arrangement either by (i) unanimous consent resolutions, or
The Arrangement. Commencing at 12:01 a.m. (Montreal time) on the Effective Date, subject to the Dissent Rights referred to in Section 3.1, the following shall occur and be deemed to occur in the following order without any further act or formality and, except as otherwise noted in this Section 2.2, with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it:
(a) Each Primetech Common Share (other than those held by Primetech Dissenting Shareholders or any Holdco in respect of which a valid Holdco Election is made) and each Holdco Share will be transferred to Celestica in exchange for the Consideration.
(b) In respect of each Primetech Common Share transferred pursuant to Section 2.2(a), the name of the holder of such Primetech Common Share will be removed from the register of holders of Primetech Common Shares and added to the register of holders of Celestica Subordinate Voting Shares, and Celestica will be added to the register of holders of Primetech Common Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Primetech Common Shares shall be increased by an amount equal to the lesser of: (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCA.
(c) In respect of each Holdco Share transferred pursuant to Section 2.2(a), the name of the Holdco Shareholder will be removed from the register of holders of common shares of the Holdco and Celestica will be added to the register of the common shares of the Holdco and the name of such Holdco Shareholder will be added to the register of holders of Celestica Subordinate Voting Shares. The stated capital account in respect of the Celestica Subordinate Voting Shares issued as consideration for such Holdco Shares shall be increased by an amount equal to the lesser of (i) the maximum amount permitted to be added to the paid-up capital of such Celestica Subordinate Voting Shares without resulting in a deduction in computing paid-up capital of the Celestica Subordinate Voting Shares pursuant to Subsection 85.1(2.1) of the Tax Act, and (ii) the amount permitted to be added pursuant to the OBCA.
(d) Primetech Options will be tr...
