Arrangement Agreement Sample Contracts

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").

Cardtronics plc – ARRANGEMENT AGREEMENT Among CARDTRONICS HOLDINGS LIMITED and DIRECTCASH PAYMENTS INC. Dated as of October 3, 2016 (October 7th, 2016)

AND WHEREAS the Parties (as defined herein) intend to carry out the Acquisition by way of a plan of arrangement under Section 193 of the Business Corporations Act (Alberta) substantially on the terms and conditions set forth in the Plan of Arrangement (as defined herein) (annexed hereto as Schedule B);

Arrangement Agreement Between (September 12th, 2016)

WHEREAS the board of directors of each of PCS and Agrium has determined that it would be in the best interests of its corporation to combine the businesses conducted by PCS and Agrium;

Cynapsus Therapeutics Inc. – Arrangement Agreement (September 1st, 2016)

SUNOVION CNS DEVELOPMENT CANADA ULC, an unlimited liability company existing under the laws of British Columbia, (hereinafter referred to as the "Acquiror")

Cavendish Futures Fund LLC – First Amended and Restated Fee Arrangement Agreement (August 15th, 2016)

This First Amended and Restated Fee Arrangement Agreement dated as of August 15, 2016 and effective as of June 30, 2016 (the Agreement), by and among Sydling Futures Management LLC (Sydling), Sydling WNT Master Fund (the Master Fund), and UBS Securities LLC (UBS Securities and together with Sydling and the Master Fund, the Parties).

Arrangement Agreement (August 8th, 2016)

VAIL RESORTS, INC., a corporation existing under the laws of the State of Delaware with its head office in Broomfield, Colorado ("Vail")

Opko Health Inc – ARRANGEMENT AGREEMENT BY AND AMONG OPKO HEALTH, INC., OPKO GLOBAL HOLDINGS, INC. AND TRANSITION THERAPEUTICS INC. Dated as of June 29, 2016 (June 30th, 2016)

THIS ARRANGEMENT AGREEMENT (this Agreement) is made and entered into as of June 29, 2016, by and among OPKO HEALTH, INC., a Delaware corporation (Parent); OPKO GLOBAL HOLDINGS, INC., a corporation incorporated under the laws of the Cayman Islands (CaymanCo); and TRANSITION THERAPEUTICS INC., a corporation incorporated under the laws of Ontario (the Company). Certain capitalized terms used in this Agreement are defined in Section 8.1.

Response Biomedical Corp – ARRANGEMENT AGREEMENT June 16, 2016 (June 20th, 2016)
Oaxaca Resources Corp – ARRANGEMENT AGREEMENT Between: OAXACA RESOURCES CORP. And: GARMATEX TECHNOLOGIES, INC. Dated as of April 8, 2016 Garmatex Technologies, Inc. Unit 101, 2455 - 192nd Street, Surrey, British Columbia, Canada, V3S 3X1 (April 14th, 2016)

OAXACA RESOURCES CORP., a company incorporated under the laws of the State of Nevada, U.S.A., and having an address for notice and delivery located at 7458 Allison Place, Chilliwack, British Columbia, Canada, V4Z 1J7

Lynden Energy Corp. – First Amendment to the Arrangement Agreement (March 29th, 2016)

This First Amendment to the Arrangement Agreement (this Amendment) is dated as of March 29, 2016 among Earthstone Energy, Inc., a Delaware corporation (Earthstone), 1058286 B.C. Ltd., a company existing under the laws of British Columbia (Earthstone Acquisition), and Lynden Energy Corp., a company existing under the laws of British Columbia (Lynden), and amends that certain Arrangement Agreement made as of December 16, 2015, among Earthstone, Earthstone Acquisition and Lynden (the Arrangement Agreement). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings set forth in the Arrangement Agreement (as defined below). Earthstone, Earthstone Acquisition and Lynden are sometimes referred to herein individually as a Party and, collectively, as the Parties.

Earthstone Energy, Inc. – First Amendment to the Arrangement Agreement (March 29th, 2016)

This First Amendment to the Arrangement Agreement (this "Amendment") is dated as of March 29, 2016 among Earthstone Energy, Inc., a Delaware corporation ("Earthstone"), 1058286 B.C. Ltd., a company existing under the laws of British Columbia ("Earthstone Acquisition"), and Lynden Energy Corp., a company existing under the laws of British Columbia ("Lynden"), and amends that certain Arrangement Agreement made as of December 16, 2015, among Earthstone, Earthstone Acquisition and Lynden (the "Arrangement Agreement"). Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings set forth in the Arrangement Agreement (as defined below). Earthstone, Earthstone Acquisition and Lynden are sometimes referred to herein individually as a "Party" and, collectively, as the "Parties."