Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner: (a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement; (b) The Spinco Shareholder shall approve the Arrangement by consent resolutions; (c) Upon obtaining the Interim Order, NRG shall call the NRG Meeting and mail the Circular and related Notice of Meeting and form of Proxy to the NRG Shareholders; (d) If the NRG Shareholders approve the Arrangement, NRG shall thereafter (subject to the exercise of any discretionary authority granted to NRG’s Board by the NRG Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and (e) Upon receipt of the Final Order, NRG shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 hereof, file the required material with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG Captiva Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder Shareholders shall approve the Arrangement by a consent resolutionsresolution;
(c) Upon obtaining the Interim Order, NRG Captiva shall call the NRG Captiva Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG Captiva Shareholders;
(d) If the NRG Captiva Shareholders approve the Arrangement, NRG Captiva shall thereafter (subject to the exercise of any discretionary authority granted to NRGCaptiva’s Board directors by the NRG Captiva Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG Captiva shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 hereof, file the required material with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG Tulox Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder CDP Shareholder(s), GBS Shareholder(s), MSS Shareholder(s), MSM Shareholder(s), THOM Shareholder(s) and TRED Shareholder(s) shall approve the Arrangement by a consent resolutionsresolution;
(c) Upon obtaining the Interim Order, NRG Tulox shall call the NRG Tulox Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG Tulox Shareholders;
(d) If the NRG Tulox Shareholders approve the ArrangementArrangement as set out in §3.3 hereof, NRG Tulox shall thereafter (subject to the exercise of any discretionary authority granted to NRGTulox’s Board directors by the NRG Tulox Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG Tulox shall, subject to compliance with any of the other conditions provided for in Article 5 3.3 hereof and to the rights of termination contained in Article 7 hereof, file the required material described in §5.1 with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG Aurwest Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Stellar Stars SpinCo Shareholder, SpinCo1 Shareholder, SpinCo2 Shareholder, SpinCo3 Shareholder, SpinCo4 Shareholder and SpinCo5 Shareholder shall approve the Arrangement by a consent resolutionsresolution;
(c) Upon obtaining the Interim Order, NRG Aurwest shall call the NRG Aurwest Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG Aurwest Shareholders;
(d) If the NRG Aurwest Shareholders approve the ArrangementArrangement as set out in Section 3.3 hereof, NRG Aurwest shall thereafter (subject to the exercise of any discretionary authority granted to NRGAurwest’s Board directors by the NRG Aurwest Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG Aurwest shall, subject to compliance with any of the other conditions provided for in Article 5 3.3 hereof and to the rights of termination contained in Article 7 hereof, file the required material described in Section 5.1 with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The the Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG TGOD Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder if required, the AcquiCo Shareholder(s) shall approve the Arrangement by consent resolutionsa special resolution;
(c) Upon upon obtaining the Interim Order, NRG TGOD shall call the NRG TGOD Meeting and mail the Circular and related Notice of Meeting and form of Proxy to the NRG TGOD Shareholders;
(d) If if the NRG TGOD Shareholders approve the ArrangementArrangement as set out in Section 3.3 hereof, NRG TGOD shall thereafter (subject to the exercise of any discretionary authority granted to NRGTGOD’s Board directors by the NRG TGOD Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon upon receipt of the Final Order, NRG TGOD shall, subject to compliance with any of the other conditions provided for in Article 5 3.3 hereof and to the rights of termination contained in Article 7 hereof, file the required material described in Section 5.1 with the Court Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manneras follows:
(a) The Parties the parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG SX Meeting for the purpose of, among other things, of considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The the Spinco Shareholder Shareholders shall approve the Arrangement by a consent resolutionsresolution;
(c) Upon upon obtaining the Interim Order, NRG SX shall call the NRG SX Meeting and mail the Information Circular and related Notice notice of Meeting meeting and form of Proxy proxy to the NRG SX Shareholders;
(d) If if the NRG SX Shareholders approve the ArrangementArrangement as set out in §5.1(b) hereof, NRG SX shall thereafter (subject to the exercise of any discretionary authority granted to NRGSX’s Board directors by the NRG SX Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon upon receipt of the Final Order, NRG SX shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 6 hereof, file the required material described in §2.4 with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG ▇▇▇▇▇ Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder 341 Shareholder(s), 343 Shareholder(s) 344 Shareholder(s), 345 Shareholder(s), and 346 Shareholder(s), shall approve the Arrangement by a consent resolutionsresolution;
(c) Upon obtaining the Interim Order, NRG ▇▇▇▇▇ shall call the NRG ▇▇▇▇▇ Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG ▇▇▇▇▇ Shareholders;
(d) If the NRG ▇▇▇▇▇ Shareholders approve the Arrangement, NRG ▇▇▇▇▇ shall thereafter (subject to the exercise of any discretionary authority granted to NRG’s Board ▇▇▇▇▇’▇ directors by the NRG ▇▇▇▇▇ Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG ▇▇▇▇▇ shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 hereof, file the required material with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manneras follows:
(a) The Parties the parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG GPK Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder the Shareholder(s) shall approve the Arrangement by a consent resolutionsresolution;
(c) Upon upon obtaining the Interim Order, NRG GPK shall call the NRG GPK Meeting and mail the Information Circular and related Notice notice of Meeting meeting and form of Proxy proxy to the NRG GPK Shareholders;
(d) If if the NRG GPK Shareholders approve the ArrangementArrangement as set out herein, NRG GPK shall thereafter (subject to the exercise of any discretionary authority granted to NRG’s Board GPK° directors by the NRG GPK Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon upon receipt of the Final Order, NRG GPK shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 6 hereof, file the required material described herein with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG VEGN Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder shall approve the Arrangement by consent resolutions;
(c) Upon obtaining the Interim Order, NRG Plant&Co shall call the NRG VEGN Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG VEGN Shareholders;
(d) If the NRG VEGN Shareholders approve the Arrangement, NRG Plant&Co shall thereafter (subject to the exercise of any discretionary authority granted to NRGPlant&Co’s Board by the NRG VEGN Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG Plant&Co shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 hereof, file the required material with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG True Zone Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder Patch Shareholder(s), Frond Shareholder(s), Oak Shareholder(s), Moshi Shareholder(s) Elm Shareholder(s) and Rocket Shareholder(s) shall approve the Arrangement by consent resolutionsa special resolution;
(c) Upon obtaining the Interim Order, NRG True Zone shall call the NRG True Zone Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG True Zone Shareholders;
(d) If the NRG True Zone Shareholders approve the ArrangementArrangement as set out in §3.3 hereof, NRG True Zone shall thereafter (subject to the exercise of any discretionary authority granted to NRGTrue Zone’s Board directors by the NRG True Zone Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG True Zone shall, subject to compliance with any of the other conditions provided for in Article 5 3.3 hereof and to the rights of termination contained in Article 7 hereof, file the required material described in §5.1 with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manneras follows:
(a) The Parties the parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG Arris Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder the InCana Shareholder(s) shall approve the Arrangement by a consent resolutionsresolution;
(c) Upon upon obtaining the Interim Order, NRG Arris shall call the NRG Arris Meeting and mail the Information Circular and related Notice notice of Meeting meeting and form of Proxy proxy to the NRG Arris Shareholders;
(d) If if the NRG Arris Shareholders approve the ArrangementArrangement as set out in §5.1(b) hereof, NRG Arris shall thereafter (subject to the exercise of any discretionary authority granted to NRG’s Board Arris' directors by the NRG Arris Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon upon receipt of the Final Order, NRG Arris shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 6 hereof, file the required material described in §2.3 with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG FIV Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder BC0981609 Shareholder(s), the BC0981624 Shareholder(s), the ▇▇▇▇▇▇▇▇▇ Shareholder(s), and the CanPac Shareholder(s) shall approve the Arrangement by a consent resolutionsresolution;
(c) Upon obtaining the Interim Order, NRG FIV shall call the NRG FIV Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG FIV Shareholders;
(d) If the NRG FIV Shareholders approve the ArrangementArrangement as set out in §3.3 hereof, NRG FIV shall thereafter (subject to the exercise of any discretionary authority granted to NRGFIV’s Board directors by the NRG FIV Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG FIV shall, subject to compliance with any of the other conditions provided for in Article 5 3.3 hereof and to the rights of termination contained in Article 7 hereof, file the required material described in §5.1 with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG MOBIO Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Subco Shareholder shall approve the Arrangement by consent resolutions;
(c) Upon obtaining the Interim Order, NRG MOBIO shall call the NRG MOBIO Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG MOBIO Shareholders;
(d) If the NRG MOBIO Shareholders approve the Arrangement, NRG MOBIO shall thereafter (subject to the exercise of any discretionary authority granted to NRGMOBIO’s Board by the NRG MOBIO Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG MOBIO shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 hereof, file the required material with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG tFhIeV Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder shall BC0981609 Shareholder(s, ) the BC0981624 Shareholder(s), theBC0981628 Shareholder(s),and the CanPacShareholder(s)shall approve the Arrangement by a consent resolutionsresolution;
(c) Upon obtaining the Interim OrderOrderF, NRG IV shall call the NRG FIV Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG FtIhVe Shareholders;
(d) If the NRG FIV Shareholders approve the ArrangementapproveethArrangement as set out §in3.3 hereof, NRG FIV shall thereafter (subject to the exercise of any discretionary authority granted to NRG’s Board granFteIVd ¶toV G L U H F W R U V by the NRG FIV Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant gnrat of the Final Order; and
(e) Upon receipt of the Final Order, NRG OrdeFr,IV shall, subject to compliance with any of the other conditions provided for in Article 5 Article3.3 hereof and to the rights of termination contained in Article 7 hereof, file the required material with described§in5.1with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG PUF Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Vapetronix Shareholder shall approve the Arrangement by consent resolutions;
(c) Upon obtaining the Interim Order, NRG PUF shall call the NRG PUF Meeting and mail the Circular and related Notice of Meeting and form of Proxy to the NRG PUF Shareholders;
(d) If the NRG PUF Shareholders approve the Arrangement, NRG PUF shall thereafter (subject to the exercise of any discretionary authority granted to NRGPUF’s Board by the NRG PUF Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG PUF shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 hereof, file the required material with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG NVG Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder KPM Shareholder(s) shall approve the Arrangement by a consent resolutionsresolution;
(c) Upon obtaining the Interim Order, NRG NVG shall call the NRG NVG Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG NVG Shareholders;
(d) If the NRG NVG Shareholders approve the ArrangementArrangement as set out in §2.2(b) hereof, NRG NVG shall thereafter (subject to the exercise of any discretionary authority granted to NRGNVG’s Board directors by the NRG NVG Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG NVG shall, subject to compliance with any of the other conditions provided for in Article 5 §5.1 hereof and to the rights of termination contained in Article 7 §7.1 hereof, file the required material described in §5.1 hereof with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manneras follows:
(a) The Parties the parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG Arris Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder the CLI, QMI and AHI Shareholder(s) shall approve the Arrangement by a consent resolutionsresolution;
(c) Upon upon obtaining the Interim Order, NRG Arris shall call the NRG Arris Meeting and mail the Information Circular and related Notice notice of Meeting meeting and form of Proxy proxy to the NRG Arris Shareholders;
(d) If if the NRG Arris Shareholders approve the ArrangementArrangement as set out in §5.1(b) hereof, NRG Arris shall thereafter (subject to the exercise of any discretionary authority granted to NRG’s Board Arris' directors by the NRG Arris Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon upon receipt of the Final Order, NRG Arris shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 6 hereof, file the required material described in §2.3 with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG PUF Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Natures Hemp Shareholder shall approve the Arrangement by consent resolutions;
(c) Upon obtaining the Interim Order, NRG PUF shall call the NRG PUF Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG PUF Shareholders;
(d) If the NRG PUF Shareholders approve the Arrangement, NRG PUF shall thereafter (subject to the exercise of any discretionary authority granted to NRGPUF’s Board by the NRG PUF Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG PUF shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 hereof, file the required material with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement
Giving Effect to the Arrangement. The Arrangement shall be effected in the following manner:
(a) The Parties shall proceed forthwith to apply for the Interim Order providing for, among other things, the calling and holding of the NRG CLM Meeting for the purpose of, among other things, considering and, if deemed advisable, approving and adopting the Arrangement;
(b) The Spinco Shareholder shall approve the Arrangement by consent resolutions;
(c) Upon obtaining the Interim Order, NRG CLM shall call the NRG CLM Meeting and mail the Information Circular and related Notice of Meeting and form of Proxy to the NRG CLM Shareholders;
(d) If the NRG CLM Shareholders approve the Arrangement, NRG CLM shall thereafter (subject to the exercise of any discretionary authority granted to NRGCLM’s Board by the NRG CLM Shareholders) take the necessary actions to submit the Arrangement to the Court for approval and grant of the Final Order; and
(e) Upon receipt of the Final Order, NRG CLM shall, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 7 hereof, file the required material with the Registrar in accordance with the terms of the Plan of Arrangement.
Appears in 1 contract
Sources: Arrangement Agreement