Common use of Plan of Arrangement Clause in Contracts

Plan of Arrangement. Subject to the terms and conditions of this Agreement and the Plan of Arrangement, substantially in the form attached hereto as Exhibit A (the "Plan of Arrangement"), at the Effective Time (as defined herein) (i) each outstanding Newcourt Common Share of which the holder is an Eligible Electing Holder (as defined in Section 2.1 hereof) for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares of Class A Common Stock, par value $0.01 per share (the "CIT Common Stock"), of CIT equal to the Exchange Ratio (as defined in Section 2.1 hereof), (ii) each Newcourt Common Share of which the holder is an Eligible Electing Holder for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares in the class of non-voting exchangeable shares in the capital of Exchangeco (each, an "Exchangeable Share") equal to the Exchange Ratio, (iii) each Newcourt Common Share held by any holder who is not an Eligible Electing Holder or who is an Eligible Electing Holder but who has not made a valid election as described above (other than (x) Newcourt Common Shares held by a Dissenting Shareholder who is ultimately entitled to be paid the fair value of the Newcourt Common Shares held by such shareholder and (y) Newcourt Common Shares held by CIT or any Subsidiary or affiliate thereof) shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares of CIT Common Stock equal to the Exchange Ratio, (iv) each Newcourt Option shall be exchanged for a Replacement Option to purchase shares of CIT Common Stock as contemplated by Section 1.6 and (v) the other terms set forth in the Plan of Arrangement shall be implemented. The Plan of Arrangement provides for the terms of the Arrangement and the mode of carrying the Arrangement into effect. Such terms and conditions are incorporated by reference herein and made a part hereof.

Plan of Arrangement. Subject to the terms and conditions of this Agreement and the Plan of Arrangement, substantially in the form attached hereto as Exhibit A D (the "Plan of Arrangement"), at the Effective Time (as defined herein) (i) each outstanding common share or special share in the capital of Newcourt (each, a "Newcourt Common Share of which the holder is an Eligible Electing Holder (as defined in Section 2.1 hereofShare") for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco Newco in exchange for 0.92 of a number of fully paid and non-assessable shares share of Class A Common Stock, par value $0.01 per share (the "CIT Common Stock"), of CIT equal to the Exchange Ratio (as defined in Section 2.1 hereof)CIT, (ii) each Newcourt Common Share of which the holder is an Eligible Electing Holder for which the holder thereof shall have made a valid election shall be transferred exchanged by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for 0.92 of a number of fully paid and non-assessable shares share in the class of non-voting exchangeable shares in the capital of Exchangeco Newcourt (each, an "Exchangeable Share") equal to the Exchange Ratio), (iii) each Newcourt Common Share held by any holder who is not an Eligible Electing Holder or who is an Eligible Electing Holder but who has not made a for which no valid election as described above shall have been made (other than (x) Newcourt Common Shares held by a Dissenting Shareholder who is ultimately entitled to be paid the fair value of the Newcourt Common Shares held by such shareholder and (y) Newcourt Common Shares held by CIT or any Subsidiary or affiliate thereof) shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco Newco in exchange for 0.92 of a number of fully paid and non-assessable shares share of CIT Common Stock equal to the Exchange RatioStock, (iv) each Newcourt Option shall be exchanged for a Replacement Option to purchase shares of CIT Common Stock as contemplated by Section 1.6 and (v) the other terms set forth in the Plan of Arrangement shall be implemented. Such ratio of Newcourt Common Shares to CIT Common Stock or Exchangeable Shares, as the case may be, is hereinafter referred to as the "Exchange Ratio." The Plan of Arrangement provides for the terms of the Arrangement and the mode of carrying the Arrangement into effect. Such terms and conditions are incorporated by reference herein and made a part hereof.

Plan of Arrangement. Subject to (a) On the terms and subject to the conditions of set forth in this Agreement and Agreement, the Parties agree to carry out the Arrangement in accordance with the Plan of Arrangement, substantially in the form attached hereto as Exhibit A Arrangement pursuant to which (the "Plan of Arrangement"), at the Effective Time (as defined herein) among other things): (i) Each Trinidad Shareholder (other than those Trinidad Shareholders who have validly exercised Dissent Rights) shall receive, for each outstanding Newcourt Common Trinidad Share of (including, for greater certainty, Trinidad Shares deemed to be issued pursuant to Section 2.1(a)(ii)) the Trinidad Share Consideration which the holder is an Eligible Electing Holder (as defined in Section 2.1 hereof) for which the holder thereof shall have made a valid election shall be transferred by payable, through the holder thereof, without any act or formality on the part issuance of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares of Class A Common Stock, par value $0.01 per share (the "CIT Common Stock"), of CIT equal to the Exchange Ratio (as defined in Section 2.1 hereof), Precision Shares; (ii) each Newcourt Common Share of which the holder is an Eligible Electing Holder for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares in the class of non-voting exchangeable shares in the capital of Exchangeco (each, an "Exchangeable Share") equal Pursuant to the Exchange Ratio, (iii) each Newcourt Common Share held by any holder who is not an Eligible Electing Holder or who is an Eligible Electing Holder but who has not made a valid election Arrangement and as described above (other than (x) Newcourt Common Shares held by a Dissenting Shareholder who is ultimately entitled to be paid the fair value of the Newcourt Common Shares held by such shareholder and (y) Newcourt Common Shares held by CIT or any Subsidiary or affiliate thereof) shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares of CIT Common Stock equal to the Exchange Ratio, (iv) each Newcourt Option shall be exchanged for a Replacement Option to purchase shares of CIT Common Stock as contemplated by Section 1.6 and (v) the other terms set forth in the Plan of Arrangement Arrangement, Trinidad Optionholders that have not, immediately prior to the Effective Time, exercised or surrendered all of their Trinidad Options in accordance with their terms by making payment to Trinidad of the exercise price therefor and the amount of withholding taxes applicable thereon, shall without any further action or formality on behalf of the holder thereof and Trinidad and without any payment and notwithstanding the terms of the Trinidad Option Plan, be deemed to have: (A) in respect of Trinidad Options outstanding at the Effective Time that have an exercise price that is less than the Trinidad Market Price, surrendered such Trinidad Options to Trinidad for cancellation and the holders thereof shall receive, in respect of each such surrendered Trinidad Option to Trinidad, an amount equal to the amount by which the Trinidad Market Price exceeds the exercise price thereof (the "In-the-Money Amount"), payable in Trinidad Shares, with the number of Trinidad Shares issuable in payment thereof being equal to the In-the-Money Amount of such Trinidad Options (less the amount of applicable withholdings) divided by the Trinidad Market Price, in full satisfaction of Trinidad's obligations under such Trinidad Options and Trinidad Shares deemed to have been issued under this Section 2.1(a)(iii)(A) shall be implemented. The deemed to have been transferred by the holder thereof to Precision for the Trinidad Share Consideration pursuant to Section 2.1(a)(i); and (B) in respect of Trinidad Options outstanding at the Effective Time that have an exercise price that is equal to or greater than the Trinidad Market Price, surrendered such Trinidad Options for cancellation and the holders thereof shall receive, in respect of each such surrendered Trinidad Option, a cash payment from Trinidad equal to $0.01, in full satisfaction of Trinidad's obligations under such Trinidad Option; and (iii) Pursuant to the Arrangement and as set forth in the Plan of Arrangement provides for Arrangement, Trinidad SARholders that have not, immediately prior to the Effective Time, exercised all of their Trinidad SARs in accordance with their terms, shall without any further action or formality on behalf of the holder thereof and Trinidad and without any payment and notwithstanding the terms of the Trinidad SARs Plan, be deemed to have: (A) in respect of Trinidad SARs outstanding at the Effective Time that have an exercise price that is less than the Trinidad Closing VWAP, exercised and surrendered such Trinidad SARs and the holders thereof shall receive, in respect of each such exercised Trinidad SAR, a cash payment equal to the amount by which the Trinidad Closing VWAP exceeds the exercise price thereof (less the amount of applicable withholdings), in full satisfaction of Trinidad's obligations under such Trinidad SARs; and (B) in respect of Trinidad SARs outstanding at the Effective Time that have an exercise price that is equal to or greater than the Trinidad Closing VWAP, surrendered such Trinidad SARs for cancellation and the holders thereof shall receive, in respect of each such surrendered Trinidad SAR, a cash payment from Trinidad equal to $0.01, in full satisfaction of Trinidad's obligations under such Trinidad SAR. (b) If on or after the date hereof, Precision or Trinidad declares, sets aside or pays any cash dividend or other cash distribution to the Precision Shareholders or Trinidad Shareholders, respectively, of record as of a time prior to the Effective Time, the Parties will make such adjustments to the Trinidad Shares Consideration as they determine, acting in good faith, to be necessary to restore the original agreement of the Parties in the circumstances. (c) The Arrangement has been and shall continue to be structured such that on the Effective Date the issuance of Precision Shares issuable to the Trinidad Shareholders under the Arrangement: (i) will be made in compliance with Applicable Canadian Securities Laws and U.S. Securities Laws; and (ii) assuming the Arrangement Resolution is approved and assuming the Court considers the fairness of the terms and conditions of the Arrangement and the mode Final Order is obtained, will not require registration under the U.S. Securities Act, in reliance on Section 3(a)(10) of carrying the U.S. Securities Act. (d) The Plan of Arrangement may be amended in accordance with Section 7.2. On the second Business Day after the last of the conditions set forth in Article 5 have been satisfied (other than those conditions that by their nature are to be satisfied at closing of the Arrangement, but subject to satisfaction or waiver of those conditions) or, where not prohibited, waived by the applicable Party or Parties in whose favour the condition is, unless another time or date is agreed to in writing by the Parties (the "Effective Date"), the Parties will complete the Arrangement into effectand the Arrangement shall become effective at the Effective Time whereupon the steps comprising the Plan of Arrangement will be deemed to occur in the order, at the times, and in the manner set forth therein. Such terms and conditions are incorporated The closing of the transactions contemplated hereby will take place at the offices of counsel to Trinidad or at such other location as may be agreed upon by reference herein and made a part hereofthe Parties.

Plan of Arrangement. (a) Subject to the terms and conditions of this Agreement (and, in particular, Sections 2.5, 2.7 and the Plan of Arrangement, substantially in the form attached hereto as Exhibit A (the "Plan of Arrangement"2.8), at pursuant to the Effective Time (as defined herein) Arrangement: (i) on the Effective Date, each outstanding Newcourt Common Shareholder shall be entitled to receive the Pro Rata Share of which such Shareholder of the holder is an Eligible Electing Holder Aggregate Effective Date Purchase Price, comprised of: (A) such Shareholder’s Pro Rata Share of the Gross Effective Date Cash Proceeds, less amounts represented by such Shareholder’s share of the Aggregate Election Share Amount, if any; (B) such Shareholder’s share of the Aggregate Election Share Amount as defined in Section 2.1 hereofrepresented by such Shareholder’s Share Election, if any; (C) for which such Shareholder’s share of the holder thereof shall have made a valid election Share Proceeds; and (D) such Shareholder’s Note; (ii) as soon as practicable after the Post Effective Date Adjustment Date, the Purchaser shall be transferred by entitled to receive the holder thereofNegative Adjustment Amount, without any act or formality on if any, payable from the part Cash Hold Back; (iii) as soon as practicable after the Post Effective Date Adjustment Date, each Shareholder shall be entitled to receive the Pro Rata Share of such holderShareholder of: (A) the amount, to Exchangeco in exchange for a number of fully paid and non-assessable shares of Class A Common Stockif any, par value $0.01 per share (the "CIT Common Stock"), of CIT that is equal to the Exchange Ratio result of subtracting (as defined in Section 2.1 hereof)X) any Negative Adjustment Amount from (Y) the Cash Hold Back, if there is a Negative Adjustment Amount; (iiB) each Newcourt Common Share of which the holder Cash Hold Back if there is an Eligible Electing Holder for which a Positive Adjustment Amount; and (C) the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares in the class of non-voting exchangeable shares in the capital of Exchangeco (each, an "Exchangeable Share") equal to the Exchange Ratio, (iii) each Newcourt Common Share held by any holder who is not an Eligible Electing Holder or who is an Eligible Electing Holder but who has not made a valid election as described above (other than (x) Newcourt Common Shares held by a Dissenting Shareholder who is ultimately entitled to be paid the fair value amount of the Newcourt Common Shares held by such shareholder and (y) Newcourt Common Shares held by CIT or any Subsidiary or affiliate thereof) shall be transferred by the holder thereofPositive Adjustment Amount, without any act or formality on the part of such holder, to Exchangeco in exchange for if there is a number of fully paid and non-assessable shares of CIT Common Stock equal to the Exchange Ratio, Positive Adjustment Amount; and (iv) on the Earn Out Issue Date, each Newcourt Option Shareholder shall be exchanged for a Replacement Option entitled to purchase shares receive the Pro Rata Share of CIT Common Stock as contemplated by Section 1.6 such Shareholder of the Earn Out Share Proceeds, if any. (b) From and (v) after the other terms set forth in Effective Date, the Plan of Arrangement shall be implementedhave all of the effects provided by applicable Laws, including the BCBCA. The Plan of Arrangement provides for the terms closing of the Arrangement and transactions contemplated hereby shall take place at the mode offices of carrying B▇▇▇▇▇ ▇▇▇▇▇▇ G▇▇▇▇▇▇ LLP, located at S▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at 10:00 a.m. (Vancouver time) on the Arrangement into effect. Such terms and conditions are incorporated by reference herein and made a part hereofEffective Date.

Plan of Arrangement. Subject As promptly as practicable, Dreco will apply to the terms Court pursuant to Part 15 of the Business Corporations Act (Alberta) (the "ABCA") for an interim order in form and conditions substance reasonably satisfactory to NOI (the "Interim Order") providing for, among other things, the calling and holding of the Dreco Shareholders Meeting (as hereinafter defined) for the purpose of considering and, if deemed advisable, approving the arrangement (the "Arrangement") under Part 15 of the ABCA and pursuant to this Agreement and the Plan of Arrangement, Arrangement substantially in the form attached hereto as of Exhibit A (the "Plan of Arrangement"). If the Dreco shareholders approve the Arrangement, at thereafter Dreco will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement in such fashion as the Court may direct (the "Final Order"). At 12:01 a.m. (the "Effective Time Time") on the date (as defined hereinthe "Effective Date") (i) each outstanding Newcourt Common Share shown on the certificate of which arrangement issued by the holder is an Eligible Electing Holder (as defined in Section 2.1 hereof) for which Registrar under the holder thereof ABCA giving effect to the Arrangement, the following reorganization of capital shall have made a valid election occur and shall be transferred deemed to occur in the following order without any further act or formality: (a) The articles of amalgamation of Dreco shall be amended to authorize an unlimited number of exchangeable shares (the "Exchangeable Shares") and one Class A preferred share (the "Preferred Share"); (b) Dreco shall issue to NOI one Class A Preferred Share in consideration of the issuance to Dreco of one share of common stock, $.01 par value per share, of NOI ("NOI Common Stock"). The stated capital of the Class A Preferred Share shall be equal to the fair market value, as determined by the holder thereofboard of directors of Dreco, without any act or formality on of a share of NOI Common Stock. No certificate shall be issued in respect of the part Class A Preferred Share; (c) Each of the Dreco Common Shares (other than Dreco Common Shares held by holders who have exercised their rights of dissent in accordance with the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such holder, to Exchangeco in exchange shares) will be exchanged for a number of fully paid and non-assessable shares Exchangeable Shares at an exchange ratio equal to 1.2 of Class A an Exchangeable Share per Dreco Common Stock, par value $0.01 per share Share (the "CIT Common StockExchange Ratio"), and each such holder of CIT equal to Dreco Common Shares will receive that whole number of Exchangeable Shares resulting from the Exchange Ratio (as defined in Section 2.1 hereof), (ii) each Newcourt Common Share of which the holder is an Eligible Electing Holder for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part exchange of such holder's Dreco Common Shares. In lieu of fractional Exchangeable Shares, to Exchangeco in exchange for each holder of a number of fully paid and non-assessable shares in the class of non-voting exchangeable shares in the capital of Exchangeco (each, an "Exchangeable Share") equal to the Exchange Ratio, (iii) each Newcourt Dreco Common Share held who otherwise would be entitled to receive a fraction of an Exchangeable Share shall be paid by any Dreco a cash amount determined in accordance with the Plan of Arrangement; (d) Upon the exchange referred to in Section 1.1(c), each holder who is not an Eligible Electing Holder of one or who is an Eligible Electing Holder but who has not made a valid election as described above (other than (x) Newcourt more Dreco Common Shares shall cease to be such a holder, shall have his name removed from the register of holders of Dreco Common Shares and shall (unless held by a Dissenting Shareholder holder who has exercised his rights of dissent in accordance with the Plan of Arrangement and who is ultimately entitled to be paid the fair value for such shares) become a holder of the Newcourt Common Shares held by such shareholder and (y) Newcourt Common Shares held by CIT or any Subsidiary or affiliate thereof) shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid Exchangeable Shares to which he is entitled as a result of the exchange referred to in Section 1.1(c), and non-assessable shares such holder's name shall be added to the register of CIT Common Stock holders of Exchangeable Shares accordingly; (e) The aggregate stated capital of the Exchangeable Shares will be equal to the Exchange Ratioaggregate stated capital of the Dreco Common Shares immediately prior to the Arrangement that are exchanged pursuant to Section 1.1(c), thereby excluding the stated capital attributed to the fractional shares paid in cash as contemplated in Section 1.1(c); (ivf) each Newcourt Option The articles of amalgamation of Dreco shall be exchanged for a Replacement Option amended to purchase shares reduce the number of CIT authorized Dreco Common Stock as contemplated by Section 1.6 and (v) the other terms set forth in the Plan of Arrangement shall be implemented. The Plan of Arrangement provides for the terms of the Arrangement Shares to one and the mode of carrying following restriction will be added to the Arrangement into effect. Such terms rights, privileges, restrictions and conditions are incorporated by reference herein and made a part hereof.attaching to the Dreco Common Shares:

Plan of Arrangement. Subject MDA agrees that it shall, as soon as reasonably practical, apply to the terms Supreme Court of British Columbia (the "Court") pursuant to Section 192 of the Canada Business Corporations Act, as amended (the "CBCA") for an interim order in form and conditions substance reasonably satisfactory to Orbital (the "Interim Order") providing for, among other things, the calling and holding of this Agreement a special meeting of the shareholders of MDA (voting together as one class) and the holders of options to purchase MDA Common Shares pursuant to the MDA Key Employee Stock Option Plan 1988 or the MDA Employee Stock Option Plan 1988 (collectively, the "MDA 1988 Options") (voting separately from the shareholders of ArrangementMDA as a second class) for the purpose of considering and, if deemed advisable, approving a plan of arrangement involving MDA and Acquisition substantially in the form attached hereto as Exhibit A 2.1 (the "Arrangement" or "Plan of Arrangement"), at the Effective Time principal terms of which include: 2.1.1. the designation and authorization of a class of preferred stock of Acquisition (as defined hereinthe "Exchangeable Shares") that will have the rights, privileges and restrictions, and be subject to the conditions, set forth in Appendix A of the Plan of Arrangement; 2.1.2. an exchange of shares whereby (i) each all outstanding Newcourt common shares of MDA ("MDA Common Shares"), other than MDA Common Shares held by holding companies referred to in clause (ii) of this subsection, together with all rights (the "Rights") associated with such MDA Common Shares under that certain Amended and Restated Shareholder Protection Rights Plan Agreement dated as of August 27, 1992 as amended through the date hereof, between MDA and Montreal Trust Company of Canada, shall be exchanged for the number of Exchangeable Shares per MDA Common Share equal to the quotient (the "Exchange Ratio") of which the holder is an Eligible Electing Holder (as defined in Section 2.1 hereof) for which the holder thereof shall have made a valid election shall be transferred U.S.$5.41 divided by the holder thereof, without any act or formality on the part average closing sales price of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares of Class A Common StockOrbital common stock, par value $0.01 U.S.$ .01 per share (the "CIT Orbital Common StockShares"), of CIT equal for the twenty trading days ending on the date four trading days prior to the Effective Date, as reported on the Nasdaq National Market System (the "Average Closing Price"), provided, however, that in no event shall the Exchange Ratio (as defined in Section 2.1 hereof), be less than .2705 or greater than .3607; and (ii) all outstanding shares of each Newcourt newly formed holding company with no assets other than MDA Common Share Shares (together with all Rights) and all of the shares of which are owned by a party who has entered into an agreement with Acquisition substantially in the holder is an Eligible Electing Holder for which form of Exhibit 2.1.2 hereto (a "Holding Company Agreement") pursuant to the holder thereof shall have made a valid election shall provisions of Section 2.5 hereof and has performed such agreement to the satisfaction of Acquisition in its sole discretion, will be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange exchanged for a number of fully paid Exchangeable Shares equal to the product of the Exchange Ratio multiplied by the number of MDA Common Shares owned by such holding company; in each case such Exchangeable Shares to be thereafter exchangeable for Orbital Common Shares on a one-for-one basis (subject to certain adjustments pursuant to the Plan of Arrangement), at the option of the holder, during the periods, at the times and non-assessable shares subject to the conditions set forth in Article 2 of the class Plan of non-voting exchangeable shares in Arrangement; 2.1.3. the capital conversion of Exchangeco each outstanding MDA employee stock option, including the MDA 1988 Options, (eachcollectively the "MDA Options"), into an option (collectively, the "Exchangeable ShareReplacement Options") equal to purchase a number of Orbital Common Shares determined by multiplying the number of MDA Common Shares subject to such MDA Option times the Exchange Ratio, (iii) each Newcourt Common Share held by any holder who is not Replacement Option having an Eligible Electing Holder or who is an Eligible Electing Holder but who has not made a valid election as described above (other than (x) Newcourt Common Shares held by a Dissenting Shareholder who is ultimately entitled exercise price per share equal to be paid the fair value of the Newcourt Common Shares held by such shareholder and (y) Newcourt Common Shares held by CIT or any Subsidiary or affiliate thereof) shall be transferred by the holder thereof, without any act or formality on the part exercise price per share of such holder, MDA Option immediately prior to Exchangeco in exchange for a number of fully paid and non-assessable shares of CIT Common Stock equal to the Effective Time divided by the Exchange Ratio, (iv) each Newcourt Option shall be exchanged for a Replacement Option to purchase shares of CIT Common Stock as contemplated by Section 1.6 and (v) having the same vesting, expiration and other terms as such MDA Option, all in accordance with the terms of the plan governing such MDA Option or the Plan of Arrangement; and 2.1.4. the issuance of 10,000 Class B Preferred Shares of Acquisition (the "Class B Preferred Shares") to Canadian Imperial Bank of Commerce as partial consideration for investment banking services rendered in connection with the Arrangement. The foregoing is only a summary of the Plan of Arrangement. The terms, conditions and procedures for accomplishing the exchange of shares are set forth in the Plan of Arrangement shall be implementedand the Appendices thereto and the foregoing is qualified by reference thereto. The If approval of the Plan of Arrangement provides by the shareholders of MDA and the holders of MDA 1988 Options is obtained, MDA shall promptly take the necessary steps to submit the Arrangement to the Court and apply for the terms a final order of the Court approving such Arrangement and (the mode of carrying the Arrangement into effect. Such terms and conditions are incorporated by reference herein and made a part hereof"Final Order").