Amendments to Plan of Arrangement. (1) The Company and the Purchaser reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: (i) set out in writing, (ii) approved by the Company and the Purchaser, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company at any time prior to the Meeting (provided the Purchaser shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes. (3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: (i) is consented to by each of the Company and the Purchaser, and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court. (4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholder.
Appears in 5 contracts
Sources: Arrangement Agreement (Safety Shot, Inc.), Arrangement Agreement (Safety Shot, Inc.), Arrangement Agreement (Yerbae Brands Corp.)
Amendments to Plan of Arrangement. (1a) The Company Aphria and the Purchaser Tilray reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company Aphria and the PurchaserTilray, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1Section 6.1(a) may be proposed by the Company Aphria at any time prior to the Meeting (provided the Purchaser Tilray shall have consented thereto, such consent not to be unreasonably withheld, conditioned withheld or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company Aphria and the Purchaser, Tilray and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties Aphria and Tilray provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company Aphria and the PurchaserTilray, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company Aphria and the Purchaser Tilray or any former Company Aphria Securityholder.
Appears in 4 contracts
Sources: Arrangement Agreement (Tilray, Inc.), Arrangement Agreement (Aphria Inc.), Arrangement Agreement (Tilray, Inc.)
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company or the Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserPurchaser (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by Company some or all of the Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Purchaser, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests interest of the Company and the Purchaser or any former Company SecurityholderSecurityholder and does not affect the right of any former Securityholder to receive only payments payable to such former Securityholder pursuant to this Plan of Arrangement.
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement (Dominion Diamond Corp)
Amendments to Plan of Arrangement. (1) The Company and the Purchaser reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company and the Purchaser, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section Section 6.1(1) may be proposed by the Company at any time prior to the Meeting (provided the Purchaser shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company and the Purchaser, Purchaser and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholder.
Appears in 2 contracts
Sources: Arrangement Agreement (Harvest Health & Recreation Inc.), Arrangement Agreement
Amendments to Plan of Arrangement. In addition:
(1a) The Company and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company and the Purchaser, each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company or the Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayedthereto in writing) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserPurchaser (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Purchaser, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company SecurityholderShareholders, Company Optionholder or Company Warrantholder.
Appears in 2 contracts
Sources: Arrangement Agreement (SNDL Inc.), Arrangement Agreement (Valens Company, Inc.)
Amendments to Plan of Arrangement. (1a) The Purchaser and Company and the Purchaser reserve the right to may amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, ; and (iv) communicated to holders of Company Shares or approved by the Former Company Shareholders Shareholders, as applicable, if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or Purchaser at any time prior to or at the Meeting (provided the Purchaser that Company or Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayedthereto in writing) with or without any other prior notice or communication and, if so proposed and accepted approved by the persons Persons voting at the Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that which is approved or directed by the Court following the Meeting will shall be effective only if such amendment, modification or supplementonly: (i) if it is consented to in writing by each of the Company and the Purchaser, each acting reasonably; and (ii) if required by the Court or applicable lawCourt, it is consented to approved by the holders of Company Shareholders Shares voting at the Meeting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this This Plan of Arrangement may be made amended, modified or supplemented following the Effective Date but shall only be effective if it is consented to Time unilaterally by each of the Parties Purchaser, provided that such amendment, modification or supplement it concerns a matter whichthat, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial economic interest of any Former Company Shareholder, or economic interests holder or former holder of the Company and the Purchaser or any former Securities (other than Company SecurityholderShares).
Appears in 2 contracts
Sources: Arrangement Agreement (HEXO Corp.), Arrangement Agreement (HEXO Corp.)
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve the right to Parent may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company Parent and the PurchaserCompany (subject to the Arrangement Agreement), (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Parent at any time prior to the Company Meeting (provided that the Purchaser Parent or the Company (subject to the Arrangement Agreement), as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayedthereto in writing) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserParent (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to Time unilaterally by each of the Parties Parent, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the PurchaserParent, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests interest of the Company and the Purchaser or any former Company SecurityholderShareholder.
(e) The Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 2 contracts
Sources: Arrangement Agreement (Owens Corning), Arrangement Agreement (Masonite International Corp)
Amendments to Plan of Arrangement. (1) The Company and the Purchaser reserve the right to Parties may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Arrangement Effective Time, ; provided that each such amendment, modification or and/or supplement must be: be (ia) set out in writing, (iib) approved by the Company and the PurchaserParties, each acting reasonably, (iiic) filed with the Court and, if made following the Company Shareholders Meeting, approved by the Court, and (ivd) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by either of the Company Parties at any time prior to the Company Shareholders Meeting or the SPAC Shareholders’ Meeting (provided that the Purchaser shall have other Party has consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Shareholders Meeting or the SPAC Shareholders’ Meeting, as applicable (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Shareholders Meeting will and the SPAC Shareholders’ Meeting shall be effective only if such amendment, modification or supplement: (ia) it is consented to in writing by each of the Company and the PurchaserParties (in each case, acting reasonably), and (iib) if required by the Court or applicable lawCourt, it is consented to by some or all of the Company Securityholders or the SPAC Shareholders voting in the manner directed by the Court.
(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each granting of the Parties provided that Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval; provided that (i) it concerns a matter which, in the reasonable opinion of the Company and the PurchaserParties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial interest of any Company Securityholder or (ii) is an amendment contemplated in Section 4.1(5).
(5) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Arrangement Effective Date unilaterally by New SPAC; provided that it concerns a matter which, in the reasonable opinion of New SPAC, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interests interest of the Company and the Purchaser or any former Company Securityholder.
(6) This Plan of Arrangement may be withdrawn prior to the Arrangement Effective Time in accordance with the terms of the Business Combination Agreement.
Appears in 2 contracts
Sources: Business Combination Agreement (Oxus Acquisition Corp.), Business Combination Agreement (Oxus Acquisition Corp.)
Amendments to Plan of Arrangement. (1) The Company and the Purchaser Integra reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company and the PurchaserIntegra, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section Section 6.1(1) may be proposed by the Company at any time prior to the Meeting (provided the Purchaser Integra shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayeddelayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons Persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company and the PurchaserIntegra (provided each such consent shall not be unreasonably withheld, conditioned or delayed), and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date Time but shall only be effective if it is consented to by each of the Parties Company and Integra (which consent shall not be unreasonably withheld, conditioned or delayed), provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of each of the Company and the PurchaserIntegra, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser Integra or any former Company Securityholder.
Appears in 2 contracts
Sources: Amending Agreement (Integra Resources Corp.), Arrangement Agreement (Integra Resources Corp.)
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1Section 7.1(a) may be proposed by the Company at any time prior to the Meeting (provided that the Purchaser shall have consented thereto, such consent not to be unreasonably withheld, conditioned withheld or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company and the Purchaser, Purchaser and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties Company and the Purchaser provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholder.
Appears in 2 contracts
Sources: Arrangement Agreement (HEXO Corp.), Arrangement Agreement (HEXO Corp.)
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company or the Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserPurchaser (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by Company some or all of the Common Shareholders and/or Preferred Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Purchaser, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company SecurityholderArrangement.
Appears in 2 contracts
Sources: Arrangement Agreement (Cnooc LTD), Arrangement Agreement (Nexen Inc)
Amendments to Plan of Arrangement. (1) The Company and the Purchaser reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company and the Purchaser, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section Section 6.1(1) may be proposed by the Company at any time prior to the Meeting (provided the Purchaser shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayeddelayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company and the Purchaser, Purchaser and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholder.
Appears in 1 contract
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve the right to Buyer may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company and the PurchaserBuyer, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Buyer at any time prior to the Company Meeting (provided that the Purchaser Company or the Buyer, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserBuyer (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by some or all of the holders of Company Shareholders Shares voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Buyer, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the PurchaserBuyer, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company SecurityholderArrangement.
Appears in 1 contract
Sources: Arrangement Agreement (ORBCOMM Inc.)
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company or the Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserPurchaser (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by some or all of the Company Shareholders and/or Company Optionholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Purchaser, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company SecurityholderArrangement.
Appears in 1 contract
Amendments to Plan of Arrangement. (1a) The Company EHT and the Purchaser SKYE reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company EHT and the PurchaserSKYE, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1Section 6.1(a) may be proposed by the Company EHT at any time prior to the Meeting (provided the Purchaser SKYE shall have consented thereto, such consent not to be unreasonably withheld, conditioned withheld or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company EHT and the Purchaser, SKYE and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties EHT and SKYE provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company EHT and the PurchaserSKYE, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company EHT and the Purchaser SKYE or any former Company EHT Securityholder.
Appears in 1 contract
Amendments to Plan of Arrangement. (1) The Company and the Purchaser reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: (i) set out in writing, (ii) approved by the Company and the Purchaser, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section Section 6.1(1) may be proposed by the Company at any time prior to the Meeting (provided the Purchaser shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: (i) is consented to by each of the Company and the Purchaser, and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholder.
Appears in 1 contract
Amendments to Plan of Arrangement. (1) The Company and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: be (ia) set out in writing, ; (iib) approved by the Company and the Purchaser, each acting reasonably; (iiic) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (ivd) communicated to or approved by the Company Shareholders if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company or the Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (ia) it is consented to in writing by each of the Company and the PurchaserPurchaser (in each case, acting reasonably); and (iib) if and as required by the Court or applicable lawCourt, is consented after communication to by Company Shareholders voting in the manner directed by the CourtShareholders.
(4) Any Notwithstanding anything to the contrary contained herein, any amendment, modification or supplement to this Plan of Arrangement may be made following by the Effective Date but shall only be effective if it is consented Company and the Purchaser at any time and from time to by each time without the approval of or communication to the Parties Court or the Shareholders, provided that each such amendment, modification or and/or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature or required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests interest of the Company and the Purchaser or any former Company SecurityholderShareholders.
Appears in 1 contract
Sources: Arrangement Agreement (Telus Corp)
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve the right to AcquisitionCo may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must bemust: (i) be set out in writing, ; (ii) be approved by the Company and the PurchaserAcquisitionCo, each acting reasonably; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or AcquisitionCo at any time prior to the Company Meeting (provided that the Purchaser Company or AcquisitionCo, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplementif: (i) it is consented to in writing by each of the Company and the PurchaserAcquisitionCo (in each case, acting reasonably); and (ii) if required by the Court or applicable lawCourt, it is consented to by Company Shareholders some or all of the Securityholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Amalco, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the PurchaserAmalco, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests interest of the Company and the Purchaser or any former holder of Company SecurityholderShares or LTIP Units.
Appears in 1 contract
Amendments to Plan of Arrangement. (1a) The Company Aphria and the Purchaser Tilray reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company Aphria and the PurchaserTilray, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1Section 6.1(a) may be proposed by the Company Aphria at any time prior to the Meeting (provided the Purchaser Tilray shall have consented thereto, such consent not to be unreasonably withheld, conditioned withheld or delayeddelayed ) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company Aphria and the Purchaser, Tilray and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties Aphria and Tilray provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company Aphria and the PurchaserTilray, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company Aphria and the Purchaser Tilray or any former Company Aphria Securityholder.
Appears in 1 contract
Sources: Arrangement Agreement (Aphria Inc.)
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company or the Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Company Shareholders voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
. “A” - 10 (3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserPurchaser (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholder.
Appears in 1 contract
Amendments to Plan of Arrangement. (1a) The Parent, Acquiror and Company and the Purchaser reserve the right to amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification or and/or supplement must be: be (i) set out in writing, (ii) approved by the Company and the Purchaserothers, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Parent, Acquiror or Company at any time prior to or at the Meeting (provided that the Purchaser others shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to by each of the Company Parent, Acquiror and the Purchaser, and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the CourtCompany.
(4d) Any amendment, modification or supplement to this the Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Company, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the PurchaserCompany, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of Parent, Acquiror or any holder of Company Common Shares or Company Options. SCHEDULE B REPRESENTATIONS AND WARRANTIES OF COMPANY Company hereby represents and warrants to the Parent and Acquiror that, except as set forth in the Company and Disclosure Letter, this Agreement, the Purchaser Plan of Arrangement or any former Company Securityholder.as Publicly Disclosed by Company:
Appears in 1 contract
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be:
(i) set out in writing, (ii) approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company or the Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserPurchaser (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by Company some or all of the Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Purchaser, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests interest of the Company and the Purchaser or any former holder of Company SecurityholderSecurities.
Appears in 1 contract
Sources: Amending Agreement
Amendments to Plan of Arrangement. (1) The Company and the Purchaser reserve the right to Parent may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company and the PurchaserParent, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or Parent at any time prior to the Company Meeting (provided that the Purchaser Company or Parent, as applicable, shall have consented in writing thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserParent (in each case, acting reasonably), and (ii) if and as required by the Court or applicable lawCourt, is consented after communication to by Company Shareholders voting in the manner directed by the CourtShareholders.
(4) Any Notwithstanding anything to the contrary contained herein, any amendment, modification or supplement to this Plan of Arrangement may be made following by the Effective Date but shall only be effective if it is consented to by written consent of each of the Parties Company and Parent at any time and from time to time without the approval of or communication to the Court or the Shareholders, provided that each such amendment, modification or and/or supplement concerns a matter which, in the reasonable opinion of the Company and the PurchaserParent, is of an administrative nature or required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests interest of the Company and the Purchaser or any former Company SecurityholderShareholders.
Appears in 1 contract
Amendments to Plan of Arrangement. (1) a. The Company and the Purchaser reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2) b. Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1Section 7.1(a) may be proposed by the Company at any time prior to the Meeting (provided that the Purchaser shall have consented thereto, such consent not to be unreasonably withheld, conditioned withheld or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3) c. Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company and the Purchaser, Purchaser and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4) d. Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties Company and the Purchaser provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholder.
Appears in 1 contract
Sources: Waiver and Amendment Agreement
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company and the Purchaser, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (iviii) communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company and the Purchaser at any time prior to the Company Meeting (provided the Purchaser shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Company Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company and the Purchaser, Purchaser and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties Company and the Purchaser provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholderholder of Common Shares or Options.
Appears in 1 contract
Amendments to Plan of Arrangement.
(1a) The Company EHT and the Purchaser SKYE reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company EHT and the PurchaserSKYE, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1Section 6.1(a) may be proposed by the Company EHT at any time prior to the Meeting (provided the Purchaser SKYE shall have consented thereto, such consent not to be unreasonably withheld, conditioned withheld or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company EHT and the Purchaser, SKYE and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties EHT and SKYE provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company EHT and the PurchaserSKYE, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company EHT and the Purchaser SKYE or any former Company EHT Securityholder.
Appears in 1 contract
Sources: Arrangement Agreement
Amendments to Plan of Arrangement. In addition:
(1a) The Company and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company and the Purchaser, each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company or the Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayedthereto in writing) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserPurchaser (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Purchaser, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former holder of Company SecurityholderShares.
Appears in 1 contract
Amendments to Plan of Arrangement. (1a) The Company Company, Parent and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company Company, Parent and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company Company, Parent or Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company, Parent or Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company Company, Parent and the PurchaserPurchaser (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by some or all of the Company Shareholders Securityholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties ▇▇▇▇▇▇ and Purchaser, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company Parent and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholder.Arrangement. ARTICLE 6
Appears in 1 contract
Amendments to Plan of Arrangement. (1) a. The Company and the Purchaser reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2) b. Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1Section 7.1(a) may be proposed by the Company at any time prior to the Meeting (provided that the Purchaser shall have consented thereto, such consent not to be unreasonably withheld, conditioned withheld or delayeddelayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3) c. Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company and the Purchaser, Purchaser and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4) d. Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties Company and the Purchaser provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholder.
Appears in 1 contract
Amendments to Plan of Arrangement. (1a) The Company Company, Parent and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company Company, Parent and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company Company, Parent or Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company, Parent or Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company Company, Parent and the PurchaserPurchaser (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by some or all of the Company Shareholders Securityholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Parent and Purchaser, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company Parent and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company SecurityholderArrangement.
Appears in 1 contract
Amendments to Plan of Arrangement. (1a) The Company GameSquare and the Purchaser Engine Gaming reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be: be (i) set out in writing, (ii) approved by the Company GameSquare and the PurchaserEngine Gaming, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1Section 6.1(a) may be proposed by the Company GameSquare at any time prior to the Meeting (provided the Purchaser Engine Gaming shall have consented thereto, such consent not to be unreasonably withheld, conditioned withheld or delayed) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (other than as may be required under the Interim Order), will become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting will be effective only if such amendment, modification or supplement: supplement (i) is consented to by each of the Company GameSquare and the Purchaser, Engine Gaming and (ii) if required by the Court or applicable law, is consented to by Company Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties GameSquare and Engine Gaming provided that such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company GameSquare and the PurchaserEngine Gaming, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company GameSquare and the Purchaser Engine Gaming or any former Company GameSquare Securityholder.
Appears in 1 contract
Sources: Arrangement Agreement (Engine Gaming & Media, Inc.)
Amendments to Plan of Arrangement. (1) The Company and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: be (ia) set out in writing, (iib) approved by the Company and the PurchaserParties, (iiic) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (ivd) communicated to or approved Company Shareholders and others as may be required by the Company Shareholders Interim Order if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company Company, at any time prior to the Company Meeting (provided that the Purchaser Buyer and Parent shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayedthereto in writing) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (ia) it is consented to in writing by each of the Company Company, the Buyer and the PurchaserParent (in each case, acting reasonably), and (iib) if required by the Court or applicable lawCourt, it is consented to by Company Shareholders voting in the manner directed by the Court.
(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Parties without approval of or communication to the Court or the Company Securityholders, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the PurchaserParties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests interest of the Company and the Purchaser or any former holder of Company SecurityholderShares, Company Options or Company Warrants.
Appears in 1 contract
Sources: Arrangement Agreement (Aditxt, Inc.)
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company or the Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserPurchaser (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by Company some or all of the Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Purchaser, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests interest of the Company and the Purchaser or any former Company Securityholderholder of Affected Securities.
Appears in 1 contract
Sources: Arrangement Agreement
Amendments to Plan of Arrangement. (1) The Company and the Purchaser reserve the right to may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: (i) be set out in writing, (ii) be approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Purchaser Company or the Purchaser, as applicable, shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Company Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the PurchaserPurchaser (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Purchaser, provided that such amendment, modification or supplement it solely concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests interest of the Company and the Purchaser or any former Company Securityholder.
Appears in 1 contract
Amendments to Plan of Arrangement. (1a) The Company and the Purchaser reserve Fairmont reserves the right to amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification or and/or supplement must be: be (i) set out in writing, (ii) approved by the Company and the Purchaser, (iii) filed with the Court and, if made following the Fairmont Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders holders of Fairmont Shares if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company Fairmont at any time prior to the Fairmont Meeting (provided the that Purchaser shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Persons voting at the Fairmont Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Fairmont Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to by each of the Company and the Purchaser, Fairmont and (ii) if required by the Court or applicable lawCourt, it is consented to by Company Shareholders holders of the Fairmont Shares voting in the manner directed by the Court.
(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Purchaser, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Company and the Purchaser or any former Company Securityholderholder of Fairmont Shares.
Appears in 1 contract
Sources: Acquisition Agreement (Fairmont Hotels & Resorts Inc)
Amendments to Plan of Arrangement. (1a) The Company Alamos and the Purchaser reserve the right to Argonaut may amend, modify or and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or and/or supplement must be: be (i) set out in writing, (ii) approved by the Company ▇▇▇▇▇▇ and the PurchaserArgonaut in writing, (iii) filed with the Court and, if made following the Argonaut Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Argonaut Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company Alamos or Argonaut at any time prior to the Argonaut Meeting (provided that the Purchaser other Party shall have consented thereto, such consent not to be unreasonably withheld, conditioned or delayedthereto in writing) with or without any other prior notice or communication andcommunication, and if so proposed and accepted by the persons Argonaut Shareholders voting at the Argonaut Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Argonaut Meeting will shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company Alamos and the PurchaserArgonaut (in each case, acting reasonably), and (ii) if required by the Court or applicable lawCourt, it is consented to by Company Argonaut Shareholders voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to unilaterally by each of the Parties Alamos, provided that such amendment, modification or supplement it concerns a matter which, in the reasonable opinion of the Company and the PurchaserAlamos, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial economic interest of any former holder of Argonaut Securities, or economic interests their successors or assigns.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Company and the Purchaser or any former Company SecurityholderArrangement Agreement.
Appears in 1 contract
Amendments to Plan of Arrangement. (1a) The Company NovaCopper and the Purchaser Sunward reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification or supplement must be: (i) set out in writing, ; (ii) approved agreed to in writing by the Company NovaCopper and the Purchaser, Sunward; (iii) filed with the Court and, if made following the Sunward Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Sunward Shareholders if and as required by the Court.
(2b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company Sunward at any time prior to the Sunward Meeting (provided the Purchaser that NovaCopper shall have consented theretothereto in writing, such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication communication, and, if so proposed and accepted by the persons Persons voting at the Sunward Meeting (other than as may be required under the Interim Order), will shall become part of this Plan of Arrangement for all purposes.
(3c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Sunward Meeting will shall be effective only if such amendment, modification or supplementif: (i) it is consented to in writing by each of NovaCopper and Sunward; (ii) it is filed with the Company and the PurchaserCourt (other than amendments contemplated in Section 6.1(d), which shall not require such filing) and (iiiii) if required by the Court or applicable lawCourt, it is consented to by Company Shareholders holders of the Sunward Shares voting in the manner directed by the Court.
(4d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to Time unilaterally by each of the Parties NovaCopper, provided that such amendment, modification or supplement it concerns a matter whichthat, in the reasonable opinion of the Company and the PurchaserNovaCopper, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial economic interest of any Former Sunward Shareholder or economic interests former holder of Sunward Options.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Company and the Purchaser or any former Company SecurityholderArrangement Agreement.
Appears in 1 contract