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. At the Effective Time on the Effective Date, the following will occur and will be deemed to occur in the following sequence without any further authorization, act or formality by Cardero, Coalhunter or any other person:
(a) each of the issued and outstanding Coalhunter Shares, other than those held by Dissenting Shareholders and Cardero will be deemed to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero Share;
(b) each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor;
(c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter;
(d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as of the Effective Date;
(e) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date;
(f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement;
(g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as of the Effective Date;
(h) each outstan...
The Arrangement. Section 2.1 Arrangement 18 Section 2.2 Interim Order 18 Section 2.3 The Company Meeting 19 Section 2.4 The Company Circular 20 Section 2.5 Final Order 21 Section 2.6 Court Proceedings 21 Section 2.7 Employment Matters 22 Section 2.8 Articles of Arrangement and Effective Date 23 Section 2.9 Payment of Consideration 23 Section 2.10 Adjustments to Consideration 23 Section 2.11 Taxation of Company Options 23 Section 2.12 Withholding Taxes 24 Section 2.13 List of Shareholders 24 Section 2.14 Parent Guarantee 24
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 will occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Volt or Roughrider, but subject to the provisions of Article 5:
(a) each Volt Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a “Dissent Share”) will be directly transferred and assigned by such Dissenting Shareholder to Volt, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value for their Volt Shares by Volt;
(b) all of the issued and outstanding Volt Shares will be consolidated (the “Consolidation”) on the basis of four (old) to one (new);
(c) the authorized share structure of Volt will be altered by:
(i) renaming and redesignating all of the issued and unissued Volt Shares as “Class A common shares without par value” and varying the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the “Volt Class A Shares”; and
(ii) creating a new class consisting of an unlimited number of “common shares without par value” with terms and special rights and restrictions identical to those of the Volt Shares immediately prior to the Effective Time, being the “New Volt Shares”;
(d) Volt’s Notice of Articles will be amended to reflect the alterations in Section 3.1(c);
(e) each Option then outstanding to acquire one Volt Share will be exchanged for one Replacement Option to acquire one New Volt Share having the same exercise price, expiry date, vesting conditions and other terms and conditions as the Option on a post-Consolidation basis;
(f) each issued and outstanding Volt Class A Share outstanding on the Share Distribution Record Date will be exchanged for:
(i) one New Volt Share; and
(ii) two Roughrider Share, and the holders of the Volt Class A Shares will be removed from the central securities register of Volt as the holders of such and will be added to the central securities register of Volt as the holders of the number of New Volt Shares that they have received on the exchange set forth in this Section 3.1(e), and the Roughride...
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. 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.
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 ...