The Arrangement Sample Clauses
The "THE ARRANGEMENT" clause defines the overall structure and terms of the agreement between the parties. It typically outlines the nature of the relationship, the scope of services or goods to be provided, and the key obligations of each party. For example, it may specify whether the arrangement is exclusive, the duration of the agreement, and any special conditions that apply. This clause serves to clearly establish the foundational understanding between the parties, ensuring that both sides are aware of their roles and responsibilities from the outset.
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The Arrangement. Commencing at the Effective Time, each of the transactions or events set out below shall, unless otherwise specifically provided in this Section 3.1, occur and be deemed to occur in the following sequence and immediately following the immediately preceding transaction or event, in each case without any further authorization, act or formality on the part of any Person:
(1) each Dissent Share held by a Dissenting Shareholder shall be, and shall be deemed to be, transferred by the holder thereof, without any further act or formality, to the Purchaser in consideration for the right to receive the consideration in the amount and payable in accordance with Article 4, and upon such transfer:
(a) such Dissenting Shareholder will cease to be the holder of such Dissent Share or to have any rights as a holder in respect of such Dissent Share, other than the right to be paid the fair value of such Dissent Share determined and payable in accordance with Article 4;
(b) the former holders of such Dissent Shares shall be removed from the Company’s central securities register for the Company Shares in respect of such Dissent Shares; and
(c) the Purchaser will be deemed to be the transferee of such Dissent Shares;
(2) subject to Section 5.3, each Company Share (other than (i) any Dissent Share in respect of which a registered Company Shareholder validly exercised his, her or its Dissent Right and (ii) any Company Share held by the Company) outstanding immediately prior to the Effective Time (including any Company Shares issued pursuant to Section 3.1(2)) shall be, and shall be deemed to be, transferred by the holder thereof to the Purchaser in exchange for the issuance by the Purchaser to such holder of the Consideration, and upon such exchange:
(a) the former holder of such exchanged Company Share shall cease to be the holder thereof or to have any rights as a holder thereof, other than the right to receive the Consideration issuable in respect of such Company Share pursuant to this Section 3.1(2);
(b) the former holders of such exchanged Company Shares shall be removed from the Company’s central securities register for the Company Shares;
(c) the former holders of such exchanged Company Shares shall be entered in the Purchaser’s central securities register for the Purchaser Shares in respect of the Purchaser Shares issued to such holders pursuant to this Section 3.1(2); and
(d) the Purchaser will be, and will be deemed to be, the legal and beneficial owner of such t...
The Arrangement. Commencing at the Effective Time, each of the events and transactions set out below shall occur and be deemed to occur in the following sequence, in each case effective as at one-minute intervals starting at the Effective Time (except in each case where otherwise specifically stated in this Plan of Arrangement), without any further authorization, act or formality of or by BHC, B+L or any other Person:
(a) each BHC Common Share held by a Dissenting BHC Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, claims and encumbrances, to BHC and BHC shall thereupon be obliged to pay the amount therefor determined and payable in accordance with the BCBCA and the Interim Order, and the name of such holder shall be removed from the central securities register of BHC as a holder of BHC Common Shares;
(b) each B+L Share held by a Dissenting B+L Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, claims and encumbrances, to B+L and B+L shall thereupon be obliged to pay the amount therefor determined and payable in accordance with the CBCA and the Interim Order, and the name of such holder shall be removed from the central securities register of B+L as a holder of B+L Shares;
(c) the authorized share capital of BHC shall be reorganized and its Articles amended to create and authorize the issuance (for clarity, in addition to the shares that BHC is authorized to issue immediately before such amendment) of an unlimited number of BHC Class A Shares and an unlimited number of BHC Special Shares having the same rights, privileges, restrictions and conditions attaching to each class as set out in Schedule A to this Plan of Arrangement;
(d) each BHC Option that is a BHC Remain Concentration Option shall be exchanged at the Effective Time for a BHC Replacement Option to purchase from BHC the number of BHC Class A Shares (rounded down to the nearest whole number) equal to (i) the number of BHC Common Shares underlying the BHC Option immediately prior to Effective Time, multiplied by (ii) the BHC Concentration Ratio, at an exercise price per BHC Class A Share (rounded up to the nearest whole cent) equal to (iii) the exercise price per BHC Common Share otherwise purchasable pursuant to such BHC Option immediately prior to the Effective Time, divided by (iv) the BHC Concentration Ratio, exercis...
The Arrangement. Section 2.1 Arrangement 20 Section 2.2 Interim Order 20 Section 2.3 The Company Meeting 21 Section 2.4 The Company Circular 22 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 25 Section 2.10 Withholding Taxes 26 Section 2.11 List of Shareholders 26 Section 2.12 Incentive Plan Matters 26 Section 2.13 Guarantee 27 Section 2.14 U.S. Securities Law 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. 4.1 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 37 Cap, Spinco1 or Spinco2, but subject to the provisions of Article 5: The articles of 37 Cap will be amended to authorize 37 Cap to issue an unlimited number of Common Shares (to be re-designated as “Pre-arrangement common shares” in the amended articles), an unlimited number of New Common Shares (to be designated as “Common shares” in the amended articles), an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares” in the amended articles), an unlimited number of Class 2 Reorganization Shares (to be designated as “Class 2 Reorganization Shares” in the amended articles), and an unlimited number of preferred shares (to be designated as “Preferred Shares” in the amended articles, with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto.
4.2 Each issued and outstanding Common Share, except those referred to in section 5, will be exchanged for one New Common Share, one Class 1 Reorganization Share and one Class 2 Reorganization Share. In connection with such exchange:
(a) The issue price for each Class 1 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection.
(b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and the amount of the Spinco1 Working Capital.
(c) The issue price for each Class 2 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 2 Reorganization Share immediately following the exchange provided for in this subsection.
(d) The Company will add to the stated capital account maintained by it for the Class 2 Reorganization Shares the lesser of the issue price and the amount of the Spinco2 Working Capital.
(e) The issue price for each New Common Share will be an amount equal to the difference between
(i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto; and
(ii) the amount determined in sections 4.2(a) and 4.2(c) hereof.
(f) The Company will add ...
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. 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. The following steps shall occur and shall be deemed to occur, commencing at the Effective Time, sequentially in the following order, with each such step after the first occurring five minutes after the preceding step (except where otherwise indicated), and without any further authorization, act or formality on the part of any Person:
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. This Plan of Arrangement is made pursuant to the Arrangement Agreement.