Arrangement Agreement Sample Contracts

Edgewater Technology, Inc. – Amendment No. 2 to Arrangement Agreement (October 18th, 2018)
Edgewater Technology, Inc. – Amendment No. 2 to Arrangement Agreement (October 18th, 2018)
Enbridge Inc. - And - Enbridge Income Fund Holdings Inc. Arrangement Agreement September 17, 2018 (September 19th, 2018)
Enbridge Inc. - And - Enbridge Income Fund Holdings Inc. Arrangement Agreement September 17, 2018 (September 19th, 2018)
Enbridge Inc. - And - Enbridge Income Fund Holdings Inc. Arrangement Agreement September 17, 2018 (September 19th, 2018)
GTY Technology Holdings Inc. – Arrangement Agreement (September 12th, 2018)

This Arrangement Agreement (this "Agreement") is entered into on September 12, 2018 by and among Bonfire Interactive Ltd. (the "Company"), GTY Technology Holdings Inc., a Cayman Islands exempted company ("GTY"), 1176370 B.C. Unlimited Liability Company, an unlimited liability company incorporated under the Business Corporations Act (British Columbia), 1176363 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) ("Exchangeco"), and Corry Flatt, in his capacity as the Bonfire Holders' Representative pursuant to the designation in Section 11.16. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 10 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Each of the Company, GTY, Callco, Exchangeco and, upon its incorporation and its addition as a party to this Agreement pursuant to Section 11.4, Holdings may also be referred to individually herein as a "Party,

Edgewater Technology, Inc. – Amendment No. 1 to Arrangement Agreement (September 11th, 2018)
Mercer Super Trust CatSuper Plan Special Arrangement Agreement (August 7th, 2018)
Arrangement Agreement Between: Coeur Mining, Inc. (August 2nd, 2018)

Coeur wishes to acquire all of the issued and outstanding Common Shares pursuant to a plan of arrangement under the provisions of the Business Corporations Act (British Columbia);

Cardiome Pharma Corporation – CIPHER PHARMACEUTICALS INC. And CARDIOME PHARMA CORP. And CORREVIO PHARMA CORP. ARRANGEMENT AGREEMENT March 19, 2018 (July 12th, 2018)

Article 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 12 1.3 Number, Gender and Persons 13 1.4 Date for Any Action 13 1.5 Currency 13 1.6 Accounting Matters 13 1.7 Knowledge 13 1.8 Schedules 13 Article 2 THE ARRANGEMENT 14 2.1 Arrangement 14 2.2 Obligations 14 2.3 Interim Order 14 2.4 Cardiome Meeting 15 2.5 Cardiome Circular 16 2.6 Final Order 17 2.7 Court Proceedings 18 2.8 Articles of Arrangement and Effective Date 18 2.9 Payment of Consideration 18 2.10 Announcements and Consultations 19 2.11 Withholding Taxes 19 2.12 List of Shareholders 19 2.13 U.S. Securities Law Matters 19 2.14 United States Tax Matters 20 2.15 Canadian Income Tax Matters 20

Leading Brands Inc – Amended and Restated Definitive Arrangement Agreement (June 1st, 2018)

THIS ARRANGEMENT AGREEMENT, which amends and restates an arrangement agreement dated as of the 17th day of September, 2017, is made as of January 14, 2018.

Mitel Networks – ARRANGEMENT AGREEMENT BY AND BETWEEN MITEL NETWORKS CORPORATION, MLN ACQUISITIONCO ULC, and MLN TOPCO LTD. April 23, 2018 (April 24th, 2018)

This ARRANGEMENT AGREEMENT (this Agreement) is made and entered into as of this 23rd day of April, 2018 by and between Mitel Networks Corporation, a Canadian corporation (the Company), MLN AcquisitionCo ULC, a British Columbia unlimited liability company (Purchaser) and MLN TopCo Ltd., a Cayman Islands exempted company (Parent). The Company, Parent and Purchaser are sometimes referred to in this Agreement as a party and collectively as the parties.

Hennessy Capital Acquisition Corp II – Arrangement Agreement (April 18th, 2018)
Klondex Mines Ltd – ARRANGEMENT AGREEMENT HECLA MINING COMPANY - And - 1156291 B.C. UNLIMITED LIABILITY COMPANY - And - KLONDEX MINES LTD. March 16, 2018 (March 19th, 2018)

4.12 CONTROL OF BUSINESS 60 4.13 CHANGE OF NAME. 60 4.14 OPERATIONS. 61 4.15 EMPLOYEE MATTERS 61 4.16 INVESTEC FACILITY AGREEMENT. 61 ARTICLE 5 ADDITIONAL AGREEMENTS 61 5.1 ACQUISITION PROPOSALS 61 5.2 COMPANY TERMINATION FEE AND EXPENSE REIMBURSEMENT 70 5.3 PURCHASER TERMINATION FEE 72 5.4 OTHER EXPENSES 73 ARTICLE 6 TERMINATION 73 6.1 TERMINATION 73 6.2 VOID UPON TERMINATION 76 6.3 NOTICE AND CURE PROVISIONS 77 ARTICLE 7 CONDITIONS PRECEDENT 78

Calumet and Hecla Mining Company – Arrangement Agreement (March 19th, 2018)

1156291 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company existing under the Laws of the Province of British Columbia

Edgewater Technology, Inc. – ARRANGEMENT AGREEMENT AMONG ALITHYA GROUP INC. AND 9374-8572 QUEBEC INC. AND 9374-8572 DELAWARE INC. AND EDGEWATER TECHNOLOGY, INC. March 15, 2018 (March 16th, 2018)

9374-8572 Delaware Inc., a corporation existing under the laws of Delaware (U.S. Merger Sub and, together with the Company and CanCo Parent, the Company Parties)

OneSmart International Education Group Ltd – Payment Arrangement Agreement (March 2nd, 2018)

THIS PAYMENT ARRANGEMENT AGREEMENT (this Agreement) is made and entered into in Shanghai, the Peoples Republic of China on December 12, 2017 by and among:

OneSmart International Education Group Ltd – Payment Arrangement Agreement (March 2nd, 2018)

THIS PAYMENT ARRANGEMENT AGREEMENT (this Agreement) is made and entered into in Shanghai, the Peoples Republic of China on January 29, 2018 by and among:

OneSmart International Education Group Ltd – Payment Arrangement Agreement (February 12th, 2018)

THIS PAYMENT ARRANGEMENT AGREEMENT (this Agreement) is made and entered into in Shanghai, the Peoples Republic of China on January 29, 2018 by and among:

OneSmart International Education Group Ltd – Payment Arrangement Agreement (February 12th, 2018)

THIS PAYMENT ARRANGEMENT AGREEMENT (this Agreement) is made and entered into in Shanghai, the Peoples Republic of China on December 12, 2017 by and among:

Uranium Resources, Inc. – ARRANGEMENT AGREEMENT December 13, 2017 (January 12th, 2018)

1143738 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and an indirect or direct subsidiary of the Parent

Uranium Resources, Inc. – Arrangement Agreement (December 14th, 2017)

1143738 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia and an indirect or direct subsidiary of the Parent

Xylem – Arrangement Agreement (December 11th, 2017)

WHEREAS the Parties (as defined herein) wish to propose an arrangement involving Pure and the Pure Securityholders (as defined herein), whereby the Purchaser will acquire all of the issued and outstanding Shares (as defined herein) by way of an arrangement under section 193 of the Business Corporations Act (Alberta); and

First Amendment to Arrangement Agreement (November 27th, 2017)

This First Amendment to Arrangement Agreement is entered into as of this 21st day of November, 2017 (this "Amendment") by and among Scientific Games Corporation, a corporation existing under the laws of Delaware ("Purchaser"), Bally Gaming And Systems UK Limited, a private company limited by shares existing under the laws of the United Kingdom ("AcquireCo"), and NYX Gaming Group Limited, a non-cellular company limited by shares incorporated under the laws of Guernsey with registration number 51637 (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Arrangement Agreement (as defined below)

ARRANGEMENT AGREEMENT 1134771 B.C. Ltd. - And U.S. Concrete, Inc. - And - Polaris Materials Corporation September 29, 2017 (October 2nd, 2017)

AND WHEREAS the Company Special Committee (as defined herein) has unanimously determined, after receiving financial and legal advice, that the Arrangement:

Arrangement Agreement (September 21st, 2017)

This Agreement is made the 20th day of September, 2017, among Scientific Games Corporation, a corporation existing under the laws of Delaware ("Purchaser"), Bally Gaming And Systems UK Limited, a private company limited by shares existing under the laws of the United Kingdom ("AcquireCo"), and NYX Gaming Group Limited, a non-cellular company limited by shares incorporated under the laws of Guernsey with registration number 51637 (the "Company").

ARRANGEMENT AGREEMENT Dated as of August 13, 2017 by and Among NABORS INDUSTRIES LTD. NABORS MAPLE ACQUISITION LTD. -And- TESCO CORPORATION (August 16th, 2017)

WHEREAS the Parties intend to carry out the Acquisition by way of an arrangement under section 193 of the ABCA substantially on the terms and conditions set forth in the Plan of Arrangement (annexed hereto as Schedule A);

Tesco Corporation – ARRANGEMENT AGREEMENT Dated as of August 13, 2017 by and Among NABORS INDUSTRIES LTD. NABORS MAPLE ACQUISITION LTD. -And- TESCO CORPORATION (August 14th, 2017)

WHEREAS the Parties intend to carry out the Acquisition by way of an arrangement under section 193 of the ABCA substantially on the terms and conditions set forth in the Plan of Arrangement (annexed hereto as Schedule A);

Rayonier Advanced Materials Inc. – ARRANGEMENT AGREEMENT by and Between Tembec Inc. And Rayonier Advanced Materials Inc. Dated as of May 24, 2017 (May 25th, 2017)

This ARRANGEMENT AGREEMENT (this Agreement), dated as of May 24, 2017, is by and between Rayonier Advanced Materials Inc., a corporation organized and existing under the laws of the State of Delaware (Acquiror), and Tembec Inc., a corporation continued and existing under the laws of Canada (Company). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning set forth in Section 7.13.

Arrangement Agreement (May 23rd, 2017)

The Purchaser and the Company wish to propose an arrangement involving the acquisition by the Purchaser of all of the issued and outstanding common shares of the Company in exchange for Purchaser Shares;

Solitario Resources Corporation – ARRANGEMENT AGREEMENT Solitario Exploration & Royalty Corp. - And - ZAZU METALS CORPORATION (May 1st, 2017)

Article 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Currency 15 1.3 Interpretation Not Affected by Headings 15 1.4 Knowledge 16 1.5 Extended Meanings, Etc. 16 1.6 Date of any Action 16 1.7 Schedules 16 Article 2 THE ARRANGEMENT 17 2.1 The Arrangement 17 2.2 Implementation Steps by Zazu 17 2.3 Implementation Steps by Solitario 19 2.4 Interim Order 20 2.5 Circulars 21 2.6 Court Proceedings 24 2.7 Dissenting Zazu Shareholders 24 2.8 List of Securityholders 24 2.9 Securityholder Communications 25 2.10 Payment of Consideration 25 2.11 U.S. Securities Law Matters 25 2.12 U.S. Tax Matters 26 2.13 Employees and Change of Control Payments 27 2.14 Withholding Taxes 27 Article 3 REPRESEN

Arrangement Agreement (February 28th, 2017)
Mcewen Mining Inc – ARRANGEMENT AGREEMENT Between LEXAM VG GOLD INC. And McEwen MINING INC. Dated February 13, 2017 (February 17th, 2017)

WHEREAS the Lexam VG Gold Board has, taking into account, among other things, the recommendation of a special committee of independent and disinterested directors of the Lexam VG Gold Board and an opinion from the financial advisor to Lexam VG Gold that the Arrangement Consideration is fair, from a financial point of view, to the Lexam VG Gold Shareholders, determined that the Arrangement is in the best interests of Lexam VG Gold and fair to the Lexam VG Gold Shareholders;

Stem Holdings, Inc. – Stem Holdings, INC. AND Patch International Inc. ARRANGEMENT AGREEMENT November 11, 2016 (February 13th, 2017)

Article 1 INTERPRETATION 4 1.1 Definitions 4 1.2 Interpretation Not Affected by Headings, etc. 16 1.3 Number, etc. 16 1.4 Capitalized Terms 16 1.5 Date for Any Action 16 1.6 Entire Agreement 16 1.7 Currency 16 1.8 Certain Phrases and References, etc. 16 1.9 Accounting Matters 16 1.10 Disclosure in Writing 17 1.11 References to Legislation 17 1.12 Enforceability 17 1.13 Knowledge 17 1.14 Interpretation Not Affected by Party Drafting 17 1.15 Schedules 17 Article 2 THE ARRANGEMENT AND MEETING 18 2.1 Plan of Arrangement 18 2.2 Interim Order, Final Order, etc. 18 2.3 Patch Meeting and Circular 19 2.4 Court Proceedings 22 2.

Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement (November 2nd, 2016)

This Amendment (this "Amendment") is made and entered into as of November 2, 2016, by and between Whole Foods Market Services, Inc., a Delaware corporation (the "Employer"), and Walter E. Robb, IV (the "Covered Executive").