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. On the Effective Date, the following will occur and be deemed to occur in the following order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT or of Newco, but subject to the provisions of section 5 of this Plan of Arrangement:
4.1.1 The articles and notice of articles of PT will be amended, as applicable, to authorize PT to issue an unlimited number of New Common Shares (to be designated as “New Common shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) , with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto.
4.1.2 Each issued and outstanding Common Share held by holders of Common Shares, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share, with (i) those who were a holder of Common Shares as of the Share Distribution Date and who had at that date more Common Shares than they have at the time of such exchange being issued such additional number of Class 1 Reorganization Shares (but not any additional New Common Shares) that equals the difference between the Common Shares they held at the Share Distribution Date minus the Common Shares they hold at the time of such exchange, (ii) those who were a holder of Common Shares as of the Share Distribution Date and who had at that date less Common Shares than they have at the time of such exchange only receiving such number of Class 1 Reorganization Shares that is equal to the number of Common Shares they held at the Share Distribution date but will receive number of New Common Shares that is equal to the Common Shares they hold at the time of the exchange , and (iii) those persons who are no longer existing Shareholders but who were holders of Common Shares as of the Share Distribution Date being issued such number of Class 1 Reorganization Shares (but not any New Common Shares) equal to the number of the Common Shares such persons held at the Share Distribution Record Date. In connection with such exchange/issuance:
(a) The issue price for each Class 1 Reorganization Share will be an amount ...
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. 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. This Plan of Arrangement is made pursuant to the Arrangement Agreement.
The Arrangement. At the Effective Time, the events and transactions set out in Subsections 2.2(a) to 2.2(i), inclusive, will occur and be deemed to occur sequentially, in five-minute intervals in the order set out below, without any further act or formality required on the part of any person:
(a) each Star Copper Share held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, to Star Copper for cancellation in consideration for a claim against Star Copper for the amount determined under Article 3 of this Plan of Arrangement, and:
(i) such Dissenting Shareholders shall cease to be the holders of such Star Copper Shares and to have any rights as holders of such Star Copper Shares other than the right to be paid fair value for such Star Copper Shares as set out in Section 3.1; and
(ii) such Dissenting Shareholders’ names shall be removed as the holders of such Star Copper Shares from the securities registers of Star Copper Shares maintained by or on behalf of Star Copper and such Star Copper Shares shall be cancelled and cease to be outstanding;
(b) Star Copper shall undertake a reorganization of capital within the meaning of Section 86 of the ITA pursuant to which Star Copper’s authorized share structure and its Articles will be altered by:
(i) renaming and redesignating all of the issued and unissued Star Copper Common Shares as “Class A Common shares without par value” and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the “Star Copper Class A Common Shares”; and
(ii) creating a new class consisting of an unlimited number “common shares without par value” with terms and special rights and restrictions identical to those of the Star Copper Common Shares immediately prior to the Effective Time, being the “New Star Copper Shares”;
(c) Star Copper’s Notice of Articles shall be amended to reflect the alterations in Section 2.2(b) of this Plan of Arrangement;
(d) each Star Copper Stock Option outstanding immediately before the Effective Date will be exchanged for:
(i) one New Star Copper Stock Option to acquire one New Star Copper Share having an exercise price equal to the product of the original exercise price of the Star Copper Stock Option multiplied by the fair market value of a New Star Coppe...
The Arrangement. The Parties agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.