The Contemplated Transactions Clause Samples

The Contemplated Transactions. The Contemplated Transactions will be implemented in accordance with and subject to the terms and conditions of, among other things, this Agreement and the Plan of Arrangement. Without limitation to the foregoing, the following shall occur on the Closing Date in the following sequence: (i) immediately prior to the Arrangement Effective Time, the Rhino Merger, (ii) at and following the Arrangement Effective Time in accordance with the Plan of Arrangement, the Arrangement, (iii) at the First Merger Effective Time, the First Merger, and (iv) at and following the Second Merger Effective Time, the Second Merger, with the effect that, among other things, Rhino shall be a wholly-owned Subsidiary of the Company, Parent shall be a wholly-owned Subsidiary of Bidco, and Merger Sub II (as the surviving company in the Second Merger with the Company) shall be a wholly-owned Subsidiary of New Wildlife.

The Contemplated Transactions. Subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Corporate Law, on the Closing Date, Seller shall sell, assign, transfer, and deliver, free and clear of all Encumbrances, all of the Company Equity Interests to Buyer (such time, the “Effective Time”). In consideration of the sale and transfer of the Company Equity Interests to Buyer, and upon transfer to Buyer of Seller’s certificate or certificates (if any) representing the Company Equity Interests, at the Effective Time, Buyer shall issue to Seller the Purchase Consideration (the Escrow Securities included as part of the Purchase Consideration to be held in escrow pursuant to Section 2.8 below).

The Contemplated Transactions and the consummation of the Closing shall not be illegal or prohibited under any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfers contemplated hereby or the consummation of the Closing shall be in effect, and there shall be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority).

The Contemplated Transactions. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of the Contemplated Transactions, including contract claims, tort claims, breach-of-duty claims, and all other common law and statutory claims. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

The Contemplated Transactions. The Mergers 24 2.2 Closing; Effective Times 25 2.3 Effects of the Mergers 25 2.4 Organizational Documents 26 2.5 Management of the First-Step Surviving Corporation and the Surviving Entity 26 2.6 Effect of First Merger on Capital Stock 26 2.7 Effect of First Merger on Company Options 30 2.8 Treatment of Company Restricted Stock Awards and Company RSU Awards in Connection with First Merger 31 2.9 Treatment of Equity Awards 32 2.10 Rights Cease to Exist 33 2.11 No Fractional Shares; No Transfer of Rights 33 2.12 Delivery of Calculations 33 2.13 Payments At Closing 34 2.14 Non-Conversion 35 2.15 Exchange Agent; Submission of Letters of Transmittal 35 2.16 No Liability 36 2.17 Withholding Taxes 37 2.18 Adjustments 37 2.19 Effect of the Second Merger on Capital Stock 37 2.20 Milestones 37 2.21 Tax Treatment 40 2.22 Further Action 41

The Contemplated Transactions. At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, Purchaser (or, at Parent’s election (a) in respect of any or all of the Remnant Shares, its nominee(s) and (b) in respect of the Depositary Shares, the DR ▇▇▇▇▇▇▇) shall acquire the Scheme Shares pursuant to the Scheme of Arrangement. The Scheme Shares will be acquired fully paid, with full title guarantee, free and clear of all Liens (other than transfer restrictions arising under applicable securities Laws) and together with all rights at the Effective Time or thereafter attached or relating thereto, including voting rights and the right to receive and retain all dividends and other distributions (if any) and any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) thereon.

The Contemplated Transactions and the consummation of the Closing shall not be illegal or prohibited under any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfers contemplated hereby or the consummation of the Closing shall be in effect, and there shall be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) that result, or would reasonably be expected to result, in a Material Adverse Effect on the Businesses.

The Contemplated Transactions