The Arrangement Sample Clauses
The "THE ARRANGEMENT" clause defines the overall structure and terms of the agreement between the parties. It typically outlines the nature of the relationship, the scope of services or goods to be provided, and the key obligations of each party. For example, it may specify whether the arrangement is exclusive, the duration of the agreement, and any special conditions that apply. This clause serves to clearly establish the foundational understanding between the parties, ensuring that both sides are aware of their roles and responsibilities from the outset.
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The Arrangement. Commencing at the Effective Time, each of the transactions or events set out below shall, unless otherwise specifically provided in this Section 3.1, occur and be deemed to occur in the following sequence and immediately following the immediately preceding transaction or event, in each case without any further authorization, act or formality on the part of any Person:
(1) each Dissent Share held by a Dissenting Shareholder shall be, and shall be deemed to be, transferred by the holder thereof, without any further act or formality, to the Purchaser in consideration for the right to receive the consideration in the amount and payable in accordance with Article 4, and upon such transfer:
(a) such Dissenting Shareholder will cease to be the holder of such Dissent Share or to have any rights as a holder in respect of such Dissent Share, other than the right to be paid the fair value of such Dissent Share determined and payable in accordance with Article 4;
(b) the former holders of such Dissent Shares shall be removed from the Company’s central securities register for the Company Shares in respect of such Dissent Shares; and
(c) the Purchaser will be deemed to be the transferee of such Dissent Shares;
(2) subject to Section 5.3, each Company Share (other than (i) any Dissent Share in respect of which a registered Company Shareholder validly exercised his, her or its Dissent Right and (ii) any Company Share held by the Company) outstanding immediately prior to the Effective Time (including any Company Shares issued pursuant to Section 3.1(2)) shall be, and shall be deemed to be, transferred by the holder thereof to the Purchaser in exchange for the issuance by the Purchaser to such holder of the Consideration, and upon such exchange:
(a) the former holder of such exchanged Company Share shall cease to be the holder thereof or to have any rights as a holder thereof, other than the right to receive the Consideration issuable in respect of such Company Share pursuant to this Section 3.1(2);
(b) the former holders of such exchanged Company Shares shall be removed from the Company’s central securities register for the Company Shares;
(c) the former holders of such exchanged Company Shares shall be entered in the Purchaser’s central securities register for the Purchaser Shares in respect of the Purchaser Shares issued to such holders pursuant to this Section 3.1(2); and
(d) the Purchaser will be, and will be deemed to be, the legal and beneficial owner of such t...
The Arrangement. Section 2.1 Arrangement 18 Section 2.2 Interim Order 18 Section 2.3 The Company Meeting 19 Section 2.4 The Company Circular 20 Section 2.5 Final Order 21 Section 2.6 Court Proceedings 21 Section 2.7 Employment Matters 22 Section 2.8 Articles of Arrangement and Effective Date 23 Section 2.9 Payment of Consideration 23 Section 2.10 Adjustments to Consideration 23 Section 2.11 Taxation of Company Options 23 Section 2.12 Withholding Taxes 24 Section 2.13 List of Shareholders 24 Section 2.14 Parent Guarantee 24
The Arrangement. Commencing at the Effective Time, subject to the Dissent Rights referred to in Section 3.1, the following shall occur and be deemed to occur in the following order without any further act or formality and, except as otherwise noted in this Section 2.2, with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it:
(a) Each Nu-Gro Option held by an Optionholder that has not been duly exercised prior to the Effective Time will be transferred by the Optionholder to Nu-Gro and be cancelled in exchange for a cash payment from Nu-Gro equal to the greater of $1.00 and the amount, if any, by which (x) the number of Nu-Gro Common Shares subject to such Nu-Gro Option multiplied by an amount equal to the Consideration, exceeds (y) the aggregate exercise price payable for the Nu-Gro Common Shares subject to such Nu-Gro Option.
(b) Each Nu-Gro Common Share (other than those held by Nu-Gro Dissenting Shareholders or any Holdco in respect of which a valid Holdco Election has been made) and each Holdco Share will be transferred to and acquired by Subco in exchange for the payment of the Consideration.
(c) In respect of each Nu-Gro Common Share transferred pursuant to Section 2.2(b), the name of the Shareholder will be removed from the register of Shareholders and Subco will be added to the register of Shareholders.
(d) In respect of each Holdco Share transferred pursuant to Section 2.2(b), the name of the Holdco Shareholder will be removed from the applicable register of holders of Holdco Shares and Subco will be added to the applicable register of holders of Holdco Shares.
(e) Subco and each Holdco shall be amalgamated to form Subco Amalco and will continue as one corporation under the OBCA and the following provisions will apply:
(i) the common shares of Subco held by the holder thereof will be exchanged for an equal number of Subco Amalco Common Shares;
(ii) all issued and outstanding shares of each Holdco held by Subco shall be cancelled without any repayment of capital in respect thereof;
(iii) the name of Subco Amalco shall be “Jupiter Acquisition Corporation”;
(iv) the address of the registered office of Subco Amalco shall be ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇;
(v) there shall be no restriction on the business Subco Amalco may carry on or on the powers it may exercise;
(vi) Subco Amalco shall be authorized to issue an unlimited number of comm...
The Arrangement. The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.
The Arrangement. On the Effective Date, the following shall occur and be deemed to occur in the following order without further act or formality and with each transaction or event being deemed to occur immediately after the occurrence of the transaction or event immediately preceding it:
(a) the aggregate stated capital and paid-up capital of the Globex Common Shares will be divided by the number of Globex Common Shares outstanding immediately prior to the Effective Time;
(b) Globex will purchase for cancellation the Globex Common Shares of all Repurchase Demanding Shareholders who have exercised their repurchase right in strict compliance with the Procedures to Demand Repurchase of Shares. All such Globex Common Shares will be cancelled at such time and the name of the Repurchase Demanding Shareholder will be deleted from the register of Globex Shareholders. The stated capital and paid-up capital of the Globex Common Shares will be reduced by an amount equal to the number of Globex Common Shares purchased pursuant to the exercise of the repurchase right multiplied by the stated capital and paid-up capital, as the case may be, as calculated in paragraph 3.1(a) above;
(c) the articles of Globex will be amended as set out in Exhibit II annexed to this Plan of Arrangement to authorize Globex to issue:
(i) an unlimited number of Globex New Common Shares;
(ii) an unlimited number of Globex Butterfly Shares; and
(iii) an unlimited number of Globex Preference Shares, issuable in series, having the rights, privileges, restrictions and conditions set out in such Exhibit;
(d) the articles of CIM will be amended to create the CIM Redemption Shares, which will have the following attributes:
(i) each CIM Redemption Share will be redeemable, subject to applicable law, at any time at the option of CIM at a redemption amount equal to the CIM Redemption Share Redemption Amount;
(ii) each CIM Redemption Share will be retractable, subject to applicable law, at any time at the option of the holder at a retraction amount equal to the CIM Redemption Share Redemption Amount;
(iii) the holders of the CIM Redemption Shares will be not entitled to any dividends;
(iv) for purposes of subsection 191(4) of the ITA, the amount specified in respect of each CIM Redemption Share which is to be redeemed, acquired or cancelled, will be the amount specified by a director or officer of CIM in a certificate that is made (i) effective concurrently with the issuance of such CIM Redemption Share; and (ii) pursuan...
The Arrangement. At the Effective Time on the Effective Date, the following will occur and will be deemed to occur in the following sequence without any further authorization, act or formality by Cardero, Coalhunter or any other person:
(a) each of the issued and outstanding Coalhunter Shares, other than those held by Dissenting Shareholders and Cardero will be deemed to be acquired by Cardero, free from any claims, in exchange for the issuance by Cardero of 0.80 Cardero Shares (the “Exchange Ratio”) provided that the aggregate number of Cardero Shares issuable to any Coalhunter Shareholder, if calculated to include a fraction of a Cardero Share, will be rounded downwards to the nearest whole Cardero Share;
(b) each Coalhunter Shareholder, other than Dissenting Shareholders and Cardero, will be deemed to have transferred all Coalhunter Shares held by him, her or it to Cardero and Cardero will be deemed to have issued the Cardero Shares referred to in section 3.1(a) in exchange therefor;
(c) the Coalhunter Shares owned by each Dissenting Shareholder, at or prior to the Coalhunter Meeting in accordance with Article 4 below, will be, and will be deemed to be, transferred to Coalhunter for cancellation and cancelled contemporaneously with the acquisition by Cardero of Coalhunter Shares pursuant to Section 3.1 and such Dissenting Shareholders will thereupon have no rights or entitlements with respect to those Coalhunter Shares, except as provided in Article 4 and except to be paid fair value for their Coalhunter Shares by Coalhunter;
(d) each Coalhunter Shareholder, other than Cardero, will cease to be a holder of Coalhunter Shares and the name of each such Coalhunter Shareholder will be removed from the central securities register of Coalhunter as of the Effective Date;
(e) the certificate representing each Coalhunter Share, other than Coalhunter Shares held by Cardero, will be deemed to have been cancelled as of the Effective Date;
(f) each Coalhunter Shareholder, other than Cardero, will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Arrangement;
(g) Cardero will be and will be deemed to be the transferee of all Coalhunter Shares (other than Coalhunter Shares owned by Cardero), free of all liens, claims and Encumbrances, and will be entered in the central securities register of Coalhunter as the holder of such Coalhunter Shares as of the Effective Date;
(h) each outstan...
The Arrangement. The Parties agree to carry out the Arrangement in accordance with this Agreement on the terms set out in the Plan of Arrangement, subject to such changes as may be mutually agreed to by the Parties in accordance with this Agreement.
The Arrangement. In order to implement the Arrangement, the following steps shall be taken by the parties:
(a) upon execution of this Arrangement Agreement, Buyco shall forthwith deliver to Pubco payment for the Deposit, which shall be a non-refundable deposit in partial payment of the Purchase Price;
(b) Buyco covenants in favour of Pubco and Subco-RI that Buyco shall, subject to the terms of this Arrangement Agreement, use commercially reasonable efforts to have the Buyco Shareholders approve the Arrangement either by (i) unanimous consent resolutions, or
The Arrangement. The following steps shall occur and shall be deemed to occur, commencing at the Effective Time, sequentially in the following order, with each such step after the first occurring five minutes after the preceding step (except where otherwise indicated), and without any further authorization, act or formality on the part of any Person:
The Arrangement. This Plan of Arrangement is made pursuant to the Arrangement Agreement.