Common use of Description of the Transactions Clause in Contracts

Description of the Transactions. (a) As promptly as practicable, the Company shall apply to the Court pursuant to Section 182 of the Ontario Act for an interim order in form and substance reasonably satisfactory to Parent and the Company (the "Interim Order") providing for, among other things the calling and holding of a special meeting of the shareholders of the Company (the "Company Shareholder Meeting") for the purpose of considering and, if deemed advisable, approving the Arrangement under Section 182 of the Ontario Act and pursuant to this Agreement and the Plan of Arrangement, with such changes, modifications and additions thereto as the parties may reasonably agree upon. The notice of motion for the application for the Interim Order shall request that the Interim Order provide (a) for the class of Persons to whom notice shall be provided in respect of the Arrangement and the Company Shareholder Meeting and for the manner in which such notice shall be provided, (b) that the requisite shareholder approval for the special resolution approving the Arrangement shall be 66-2/3% of the votes cast on such special resolution by holders of Common Shares and Preferred Shares, each voting separately as a class, present in person or by proxy at the Company Shareholder Meeting, (c) that, in all other respects, the terms, restrictions and conditions of the Articles of Incorporation and By-Laws of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholder Meeting and (d) for the grant of the rights of dissent in respect of the arrangement described in Section 3.1 of the Plan of Arrangement. (b) If the shareholders of the Company shall approve the Arrangement in accordance with the Interim Order, and subject to the satisfaction or waiver of the other conditions set forth in Article 7 and 8, the Company shall as promptly as practicable (a) take all 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") on the date (the "Effective Date") shown on the Certificate of Arrangement issued by the Director giving effect to the Arrangement, the reorganization of capital and other transactions set out in clauses (a) through (f), inclusive, of Section 2.2 of the Plan of Arrangement shall occur and shall be deemed to occur in the order set forth in such Section 2.2 without any further act or formality. (c) Pursuant to the terms of the Plan of Arrangement and subject to the Escrow Agreement, commencing at the Effective Time, the following events will occur: (i) each outstanding Common Share (other than Common Shares held by shareholders who exercise their Dissent Rights) will be transferred by the holder thereof, at the shareholder's election, either (i) to Acquisition Sub in exchange for that number of fully paid and non-assessable Exchangeable Shares equal to the Exchange Ratio, or (ii) to ULC in exchange for that number of fully paid and non-assessable Parent Common Shares equal to the Exchange Ratio; (ii) each outstanding Common Share in respect of which an election has not been made by the holder thereof, or in respect of which an effective election has not been made (other than Common Shares held by a shareholders who exercise their Dissent Rights), will be transferred by the holder thereof to Acquisition Sub in exchange for that number of fully paid and non-assessable Exchangeable Shares equal to the Exchange Ratio; (iii) each outstanding Preferred Share (other than Preferred Shares held by a shareholder who exercises its Dissent Rights) will be transferred by the holder thereof to ULC in exchange for that number of fully paid and non-assessable Parent Common Shares equal to the Exchange Ratio; and (iv) each Option shall be converted, without any act or formality on the part of the holder thereof, into a Replacement Option.

Description of the Transactions. (a) As promptly as practicable, the Company shall apply to the Court pursuant to Section 182 of the Ontario Act for an interim order in form and substance reasonably satisfactory to Parent and the Company (the "Interim Order") providing for, among other things the calling and holding of a special meeting of the shareholders of the Company (the "Company Shareholder Meeting") for the purpose of considering and, if deemed advisable, approving the Arrangement under Section 182 of the Ontario Act and pursuant to this Agreement and the Plan of -9- of Arrangement, with such changes, modifications and additions thereto as the parties may reasonably agree upon. The notice of motion for the application for the Interim Order shall request that the Interim Order provide (a) for the class of Persons to whom notice shall be provided in respect of the Arrangement and the Company Shareholder Meeting and for the manner in which such notice shall be provided, (b) that the requisite shareholder approval for the special resolution approving the Arrangement shall be 66-2/3% of the votes cast on such special resolution by holders of Common Shares and Preferred Shares, each voting separately as a class, present in person or by proxy at the Company Shareholder Meeting, (c) that, in all other respects, the terms, restrictions and conditions of the Articles of Incorporation and By-Laws of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholder Meeting and (d) for the grant of the rights of dissent in respect of the arrangement described in Section 3.1 of the Plan of Arrangement. (b) If the shareholders of the Company shall approve the Arrangement in accordance with the Interim Order, and subject to the satisfaction or waiver of the other conditions set forth in Article 7 and 8, the Company shall as promptly as practicable (a) take all 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") on the date (the "Effective Date") shown on the Certificate of Arrangement issued by the Director giving effect to the Arrangement, the reorganization of capital and other transactions set out in clauses (a) through (f), inclusive, of Section 2.2 of the Plan of Arrangement shall occur and shall be deemed to occur in the order set forth in such Section 2.2 without any further act or formality. (c) Pursuant to the terms of the Plan of Arrangement and subject to the Escrow Agreement, commencing at the Effective Time, the following events will occur: (i) each outstanding Common Share (other than Common Shares held by shareholders who exercise their Dissent Rights) will be transferred by the holder thereof, at the shareholder's election, either (i) to Acquisition Sub in exchange for that number of fully paid and non-assessable Exchangeable Shares equal to the Exchange Ratio, or (ii) to ULC in exchange for that number of fully paid and non-assessable Parent Common Shares equal to the Exchange Ratio; (ii) each outstanding Common Share in respect of which an election has not been made by the holder thereof, or in respect of which an effective election has not been made (other than Common Shares held by a shareholders who exercise their Dissent Rights), will be transferred by the holder thereof to Acquisition Sub in exchange for that number of fully paid and non-assessable Exchangeable Shares equal to the Exchange Ratio; (iii) each outstanding Preferred Share (other than Preferred Shares held by a shareholder who exercises its Dissent Rights) will be transferred by the holder thereof to ULC in exchange for that number of fully paid and non-assessable Parent Common Shares equal to the Exchange Ratio; and (iv) each Option shall be converted, without any act or formality on the part of the holder thereof, into a Replacement Option.

Description of the Transactions. (a) As promptly as practicable, the Company shall apply to the Court pursuant to Section 182 of the Ontario Act for an interim order in form and substance reasonably satisfactory to Parent and the Company (the "Interim Order") providing for, among other things the calling and holding of a special meeting of the shareholders securityholders of the Company (the "Company Shareholder Meeting") for the purpose of considering and, if deemed advisable, approving the Arrangement under Section 182 of the Ontario Act and pursuant to this Agreement and the Plan of Arrangement, with such changes, modifications and additions thereto as the parties may reasonably agree upon. The notice of motion for the application for the Interim Order shall request that the Interim Order provide (ai) for the class of Persons to whom notice shall be provided in respect of the Arrangement and the Company Shareholder Meeting and for the manner in which such notice shall be provided, (bii) that the requisite shareholder approval for the special resolution approving the Arrangement shall be 66-2/3% of the votes cast on such special resolution by holders of Common Shares and Preferred Company Shares, each voting separately as a class, (and, in the case of the Class A Preferred Shares and the Class 8 Special Shares, both including and excluding votes held by persons who were not employees of the Company on September 30, 1999) and by holders of Company Options voting separately as to holders of Company Options granted under the 1997 Company Option Plans and the 1998 Company Option Plans present in person or by proxy at the Company Shareholder Meeting, (ciii) that, in all other respects, the terms, restrictions and conditions of the Articles of Incorporation and By-By- Laws of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholder Meeting and (div) for the grant of the rights of dissent in respect of the arrangement described in Section 3.1 of the Plan of Arrangement. (b) If the shareholders of the Company shall approve the Arrangement in accordance with the Interim Order, and subject to the satisfaction or waiver of the other conditions set forth in Article 7 and 8, the Company shall as promptly as practicable (a) take all 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") on the date (the "Effective Date") shown on the Certificate of Arrangement issued by the Director giving effect to the Arrangement, the reorganization of capital and other transactions set out in clauses (a) through (f), inclusive, of Section 2.2 of the Plan of Arrangement shall occur and shall be deemed to occur in the order set forth in such Section 2.2 without any further act or formality. (c) Pursuant to the terms of the Plan of Arrangement and subject to the Escrow Agreement, commencing at the Effective Time, the following events will occur: : (i) the Company will reorganize its share capital so that each Class A Preferred Share and Class 8 Special Share will be exchanged for one share of a newly created class of Class B Common Shares; (ii) Amalco and the Company will amalgamate to form New ObjecTime and will continue as one corporation under the Ontario Act; (iii) each outstanding Common common share of Amalco, each outstanding Company Share deemed to be held by Holding ULC under the Plan of Arrangement and each Outstanding Company Share held by Parent or its affiliates will be converted into one common share of New ObjecTime and each outstanding Company Share that is not held by (other than Common A) a holder who has exercised its Dissent Rights and is ultimately entitled to be paid the fair market value of the Holder's Company Shares or (B) Parent or its affiliates will be converted into that number of Class B Non-Voting Preference Shares equal to the Exchange Ratio; (iv) each outstanding preference share of Amalco will be converted into one preference share of New ObjecTime; (v) one-third (1/3) of the outstanding Class B Non-Voting Preference Shares held by shareholders each person who exercise their Dissent Rightsis not a resident of Canada for the purposes of the Income Tax Act (Canada) will be transferred by the holder thereof, at the shareholder's election, either (i) to Acquisition Sub in exchange for that number of fully paid and non-assessable Exchangeable Shares equal to the Exchange Ratio, or (ii) to Holding ULC in exchange for that number consideration consisting of fully paid and non$48.77 cash for each Class B Non-assessable Parent Common Shares equal to the Exchange Ratio; Voting Preference Share transferred; (iivi) each other outstanding Common Class B Non-Voting Preference Share in respect of which an election has not been made by the holder thereof, or in respect of which an effective election has not been made (other than Common Shares held by a shareholders person who exercise their Dissent Rights), will be transferred by is not a resident of Canada for the holder thereof to Acquisition Sub in exchange for that number purposes of fully paid and non-assessable Exchangeable Shares equal to the Exchange Ratio; Income Tax Act (iii) each outstanding Preferred Share (other than Preferred Shares held by a shareholder who exercises its Dissent RightsCanada) will be transferred by the holder thereof to Holding ULC in exchange for that number of fully paid and non-assessable one Parent Common Share; (vii) one-third (1/3) of the outstanding Class B Non-Voting Preference Shares equal held by each person who is a resident of Canada for the purposes of the Income Tax Act (Canada) will be transferred by the holder to Holding ULC in exchange for consideration consisting of $48.77 cash for each Class B Non-Voting Preference Share transferred; (viii) each other Class B Non-Voting Preference Share held by a person who is a resident of Canada for the Exchange Ratiopurposes of the Income Tax Act (Canada) will be transferred by the holder to Acquisition Sub in exchange for one Exchangeable Share; and (ivix) the Class B Non-Voting Preference Shares transferred to Acquisition Sub will be cancelled; and each Class B Non- Voting Preference Share transferred to Holding ULC will be exchanged for one common share of Acquisition Sub and the Class B Non-Voting Preference Shares so exchanged will be cancelled; (x) each Option shall be converted, without any act or formality on the part of the holder thereof, into a Replacement an Assumed Option; and (xi) the Merger Shares to be issued at the Effective Time shall be deposited with the Depositary Agent and shall be released or forfeited on the last day of each full calendar month following the Effective Time in accordance with the Vesting and Release Schedule; provided that, in the event that 75% of the number of Exchangeable Shares initially issued have been exchanged, all remaining Exchangeable Shares must be exchanged within six months after written notice and will no longer be subject to such Vesting and Release Schedule.