Arrangement Agreement definition
Examples of Arrangement Agreement in a sentence
The Company is hereby authorized to apply for a final order from the Supreme Court of British Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement.
The Purchaser and the Company acknowledge and agree that it is intended that, for U.S. federal income Tax purposes, (a) the Arrangement shall qualify as a Tax-deferred “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, and (b) the Arrangement Agreement, together with the Plan of Arrangement, shall constitute a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) (the “Intended Tax Treatment”).
For the purposes hereof, and of the Arrangement Agreement, all such deducted and withheld amounts shall be treated as having been paid to the Person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority by or on behalf of the Company, the Purchaser or the Depositary, as applicable.
Notwithstanding any restriction or any other matter in the Arrangement Agreement to the contrary, the Consideration issuable to a Company Shareholder pursuant to Section 3.1(c) shall be adjusted in accordance with the terms of Section 2.14 of the Arrangement Agreement.
Defined terms used but not defined in this certificate shall have the meaning ascribed thereto in the Arrangement Agreement.