Filing of Articles of Arrangement. The Articles of Arrangement and the Certificate of Arrangement shall be filed and issued, respectively, with respect to this Arrangement in its entirety. The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions of Section 2.4 has become effective in the sequence and at the times set out therein. If no Certificate of Arrangement is required to be issued by the Director pursuant to subsection 183(2) of the OBCA, the Arrangement shall become effective on the date specified by Stars when the Articles of Arrangement are sent to the Director pursuant to subsection 183(1) of the OBCA (which date shall be the Business Day following the date the Articles of Arrangement are sent to the Director) and such date shall be the “Effective Date” for purposes of this Plan of Arrangement.”; (n) by deleting Section 2.4(a) of Schedule A (Form of Plan of Arrangement) in its entirety and replacing it with the following: (a) each Stars Share held by a Dissenting Shareholder entitled to be paid fair value for its Dissent Shares will be deemed to be transferred by the holder thereof, without any further act or formality on its part, to Stars in consideration for a claim against Stars for an amount determined in accordance with Article 3 and thereupon: (i) each Dissenting Shareholder will have only the rights set out in Article 3 and will cease to be the holder of such Dissent Shares; (ii) such Dissenting Shareholder’s name will be removed from Stars’ register of Stars Shares; and (iii) such Stars Shares shall be automatically cancelled as of the Effective Time”; (o) by deleting Section 2.4(b) of Schedule A (Form of Plan of Arrangement) in its entirety and replacing it with the following:
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Sources: Arrangement Agreement (Stars Group Inc.), Arrangement Agreement, Amendment Agreement