Common use of Plan of Arrangement Clause in Contracts

Plan of Arrangement. As promptly as practicable after the preliminary Joint Proxy Statement (as hereinafter defined) is cleared by the U.S. Securities and Exchange Commission (the “SEC”), Solana will apply to the Court pursuant to Section 193 of the Business Corporations Act (Alberta), as amended, (the “ABCA”) for an interim order of the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, the “Interim Order”) providing for, among other things, the calling and holding of the Solana Securityholders Meeting (as hereinafter defined) for the purpose of considering and, if deemed advisable, approving the arrangement (the “Arrangement”) pursuant to Section 193 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A (as amended or supplemented from time to time in accordance with Article 6 thereof, the “Plan of Arrangement”). If the Solana Securityholders approve the Arrangement and all necessary approvals of Gran Tierra stockholders are obtained, Solana will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant to Subsection 193(9)(a) of the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified by the Court, (the “Final Order”). Upon issuance of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived) of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement in respect of the Arrangement required under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has been granted (the date of such filing, the “Effective Date”), giving effect to the Arrangement (the “Articles of Arrangement”), the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred in the order set out therein without any further act or formality.

Plan of Arrangement. (a) As promptly as practicable after the preliminary Joint Proxy Statement (as hereinafter defined) is cleared by the U.S. United States Securities and Exchange Commission (the “"SEC”)") has informed FCE that it has no further comments with respect to or will not review ("SEC Clearance") the preliminary Joint Proxy Statement, Solana the Company will apply to the Court pursuant to Section 193 of the Business Corporations Act (Alberta), as amended, ) (the “"ABCA”") for an interim order of the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra FCE (such order as it may be affirmed, amended or modified by the Court, the “"Interim Order”") providing for, among other things, the calling and holding of the Solana Securityholders Company Shareholders Meeting (as hereinafter defined) for the purpose of considering and, if deemed advisable, approving the arrangement (the “"Arrangement”") pursuant to under Section 193 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A (as amended or supplemented from time to time in accordance with Article 6 thereof, the “"Plan of Arrangement”"). If the Solana Securityholders Company Common Shareholders approve the Arrangement and all necessary approvals of Gran Tierra FCE stockholders are have been obtained, Solana the Company and FCE will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant to Subsection 193(9)(a) of in such fashion as the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such order as it Court may be affirmed, amended or modified by the Court, direct (the “"Final Order”"). Upon issuance of At 12:01 a.m. (the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived"Effective Time") of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana date (the "Effective Date") shown on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement in respect of filed with the Arrangement required Registrar under Subsection 193(10) of the ABCA to (which articles of arrangement will not be sent to filed with the Registrar after under the Final Order has been granted ABCA during any 15 Business Day cure period referred to in Section 6.1 (the date of such filing, the “Effective Date”), b) or (c) hereof) giving effect to the Arrangement (and other transactions set out in Section 2.1 of the “Articles Plan of Arrangement”), the Final Order Arrangement and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred occur in the order set out therein without any further act or formality.

Plan of Arrangement. As promptly as practicable after the preliminary Joint Proxy Statement (as hereinafter defined) is cleared by the U.S. Securities execution of this Agreement, Alpine, on a joint basis with Services and Exchange Commission (the “SEC”)WCL, Solana will apply to the Court of Queen's Bench of Alberta (the "Court") pursuant to Section 193 Part 15 of the Business Corporations Act (Alberta), as amended, ) (the “"ABCA”") for an interim order of the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra Weatherford (such order as it may approval not to be affirmed, amended unreasonably withheld or modified by delayed) (the Court, the “"Interim Order”") providing for, among other things, the calling and holding of the Solana Securityholders Alpine Meeting (as hereinafter defineddefined herein) for the purpose purposes of considering and, if deemed advisable, approving the an arrangement (the “"Arrangement”") pursuant to Section 193 under Part 15 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A hereto (as amended or supplemented from time to time in accordance with Article 6 thereof, the “"Plan of Arrangement”"). If the Solana Securityholders Alpine shareholders and optionholders approve the Arrangement Arrangement, thereafter Alpine, on a joint basis with Services and all necessary approvals of Gran Tierra stockholders are obtainedWCL, Solana will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant in such fashion as the Court may direct (the "Final Order"). In this Agreement and all other agreements referred to Subsection 193(9)(a) of herein, references to approval by Alpine Shareholders shall include the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such order as it may be affirmed, amended or modified approval by the Court, Alpine optionholders as if they had exercised their Alpine Options. At 12:01 a.m. (the “Final Order”). Upon issuance of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived"Effective Time") of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana date (the "Effective Date") shown on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles certificate of arrangement in respect of issued by the Arrangement required Registrar under Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order has been granted (the date of such filing, the “Effective Date”), giving effect to the Arrangement (the “Articles of Arrangement”), the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement following steps shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred occur in the following order set out therein without any further act or formality.:

Plan of Arrangement. As promptly as practicable after the preliminary Joint Proxy Statement (as hereinafter defined) is cleared by the U.S. United States Securities and Exchange Commission (the “"SEC”)") has informed QCo that it has no further comments with respect to or will not review ("SEC Clearance") the preliminary Joint Proxy Statement, Solana GCo will apply to the Court pursuant to Section 193 of the Business Corporations Act (Alberta), as amended, ) (the “"ABCA”") for an interim order of the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to Gran Tierra QCo (such order as it may be affirmed, amended or modified by the Court, the “"Interim Order”") providing for, among other things, the calling and holding of the Solana Securityholders GCo Shareholders Meeting (as hereinafter defined) for the purpose of considering and, if deemed advisable, approving the arrangement (the “"Arrangement”") pursuant to under Section 193 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A (as amended or supplemented from time to time in accordance with Article 6 thereof, the “"Plan of Arrangement”"). If the Solana Securityholders GCo Common Shareholders approve the Arrangement and all necessary approvals of Gran Tierra QCo stockholders are have been obtained, Solana GCo and QCo will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant to Subsection 193(9)(a) of in such fashion as the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such order as it Court may be affirmed, amended or modified by the Court, direct (the “"Final Order”"). Upon issuance of At 12:01 a.m. (the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived"Effective Time") of the conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the one hand and Solana date (the "Effective Date") shown on the other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement in respect of filed with the Arrangement required Registrar under Subsection 193(10) of the ABCA to (which articles of arrangement will not be sent to filed with the Registrar after under the Final Order has been granted ABCA during any 15 business day cure period referred to in Section 6.1(b) or (the date of such filing, the “Effective Date”), c) hereof) giving effect to the Arrangement (and other transactions set out in Section 2.1 of the “Articles Plan of Arrangement”), the Final Order Arrangement and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement shall occur (the time of such filing, the “Effective Time”) and shall be deemed to have occurred occur in the order set out therein without any further act or formality.