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 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. 2.1 The Arrangement comprises and shall be effected as two separate and discrete series of transactions as set out in §2.2. The first discrete series of transactions are set out in Part A of §2.2 and involve Newco, Taurus and Bonanza and such transactions are not dependent on the second series of discrete transactions, which are set out in Part B of §2.2 involving Newco and FairstarSub. If for any reason the conditions for completion of Part B of §2.2 of the Arrangement as are specified herein and in the Final Order are not met, then Part A of §2.2 of the Arrangement will be completed alone and not Part B of §2.2. For greater certainty, Part B of §2.2 cannot be effected without Part A of §2.2 being completed.
2.2 At the Effective Time, subject to the provisions of §2.1 and Article 3 hereof, the following shall occur and shall be deemed to occur in the following order without any further act or formality:
(a) each five (5) Taurus Shares held by each Taurus Shareholder (other than any Dissenting Taurus Shareholders) shall be, and be deemed to be, transferred to Newco in exchange for the issue of one (1) Newco Share;
(b) the names of the Taurus Shareholders shall be removed from the register of Taurus Shareholders and the names of the Taurus Shareholders (other than any Dissenting Taurus Shareholders) will be recorded as the holders of the Newco Shares issued to them pursuant to §2.2(a) above;
(c) each four (4) Bonanza Shares held by each Bonanza Shareholder (other than any Dissenting Bonanza Shareholders) shall be, and be deemed to be, transferred to Newco in exchange for the issue of one (1) Newco Share;
(d) the names of the Bonanza Shareholders shall be removed from the register of Bonanza Shareholders and the names of the Bonanza Shareholders (other than any Dissenting Bonanza Shareholders) will be recorded as the holders of the Newco Shares issued to them pursuant to §2.2(c) above;
(e) each four (4) Bonanza Options and each four (4) Bonanza Warrants shall be exchanged for one (1) Newco Option and one (1) Newco Warrant, respectively, which Newco Option or Newco Warrant shall entitle the holder thereof to receive, and such holder shall accept, upon the exercise thereof, in lieu of the number of Bonanza Shares that would have been issuable upon the exercise of such Bonanza Option or Bonanza Warrant, the number of Newco Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, imm...
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. 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. 3.1 Subject to the terms, conditions and covenants of this Agreement and the Plan of Arrangement, at the Effective Time, Gold Ridge and EKI will carry out the Plan of Arrangement in accordance with the provisions of the ABCA pursuant to which Gold Ridge and EKI will amalgamate and all outstanding Gold Ridge Shares and EKI Shares shall be exchanged for Amalco Shares, or Amalco Restricted Voting Shares which may be issuable to certain US residents, as applicable, in accordance with the exchange ratios set forth in the Plan of Arrangement. The Parties acknowledge the Arrangement will constitute Gold Ridge’s COB Transaction pursuant to the policies of the TSXV.
3.2 The Parties agree that the Arrangement will be structured so that all securities of Amalco issued on completion of the Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the "Section 3(a)(10) Exemption"), and applicable securities laws of any state of the United States in reliance upon similar exemptions under applicable securities laws of any state of the United States. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:
(a) the Arrangement will be subject to the approval of the Court;
(b) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;
(c) the Court will be required to satisfy itself as to the procedural fairness of the Arrangement to shareholders effected by the Arrangement;
(d) the Parties will use commercially reasonable efforts to ensure that the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Gold Ridge Shareholders and;
(e) each Gold Ridge Shareholder, Gold Ridge Optionholder and EKI Shareholder will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(f) the Amalco Securities issued in the Arrangement have not been registered under the U.S. Securities Act and such securities will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by...
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.