The Arrangement and Related Matters Clause Samples

The "Arrangement and Related Matters" clause defines the overall structure and key terms governing the agreement between the parties. It typically outlines the main transaction or relationship being established, such as a merger, acquisition, or partnership, and may reference related agreements, schedules, or steps necessary to implement the arrangement. By clearly setting out the framework and context for the deal, this clause ensures all parties understand the scope of their commitments and the foundational elements of the transaction, thereby reducing ambiguity and potential disputes.
The Arrangement and Related Matters. Section 2.1 Implementation Steps by Target Target covenants in favour of Parent that Target shall: (a) as soon as reasonably practicable, apply to the Court under Section 195 of the Act for the Interim Order in a manner and form acceptable to Parent, acting reasonably, and thereafter proceed with and diligently seek the Interim Order; (b) convene and after consultation with Parent, as promptly as is reasonably practicable, hold the Target Meeting for the purpose of considering the Arrangement Resolutions and for any other purpose as may be set out in the Information Circular with the prior written consent of Parent; (c) subject to Article 8, except as required for quorum purposes, not postpone or cancel (or propose for adjournment, postponement or cancellation) the Target Meeting without the prior written consent of Parent except as required by applicable Laws, a court or Governmental Authority having jurisdiction, or required in accordance with the terms of the Interim Order, provided that Target shall adjourn the Target Meeting upon the request of Parent; (d) solicit and take all steps necessary to allow Parent and any subsidiary of Parent designated as a party to the Plan of Arrangement to solicit from the Target Securityholders proxies in favour of the approval of the Arrangement Resolutions and to take all other commercially reasonable actions that are necessary or desirable to secure the approval of the Arrangement Resolutions by the Target Securityholders, except to the extent that Target’s Board of Directors has changed, modified or withdrawn its recommendation in accordance with Article 8 of this Agreement, in which case Target shall no longer be subject to such obligation to solicit proxies; (e) subject to obtaining such approvals as are required by the Interim Order, bring an application, as soon as reasonably practicable after the Target Meeting, before the Court pursuant to Section 195 of the Act for the Final Order in a manner and form acceptable to Parent, acting reasonably, and thereafter proceed with and diligently pursue the application to the Court for the Final Order in such form; (f) instruct counsel acting for it to bring the applications referred to in Sections 2.1 (a) and (e) in cooperation with counsel to Parent; (g) subject to obtaining the Final Order and the satisfaction or waiver of the other conditions herein contained in favour of each Party, as soon as reasonably practicable thereafter, send to the registrar under the Act, f...
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The Arrangement and Related Matters. Section 2.1 Implementation Steps by Target 8 Section 2.2 Interim Order 10 Section 2.3 Articles of Arrangement 11 Section 2.4 Information Circular 11 Section 2.5 Preparation of Filings 12 Section 2.6 Dissenting Shareholders 13 Section 2.7 Amendment 13 Section 2.8 Cancellation of Certain Target Securities 13 Section 2.9 Withholding 14
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The Arrangement and Related Matters 
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Related to The Arrangement and Related Matters

  • Litigation and Related Matters The commencement of, or any material development in, any action, suit, proceeding or investigation affecting the Borrower or any of its Subsidiaries or any of their respective properties before any arbitrator or Governmental Authority, (i) in which the amount involved that the Borrower reasonably determines is not covered by insurance or other indemnity arrangement is $50,000,000 or more, (ii) with respect to any Document or any material Indebtedness or preferred stock of the Borrower or any of its Subsidiaries or (iii) which, if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.

  • Definitions and Related Matters For purposes of this Agreement, the capitalized terms used herein shall have the meanings assigned to them herein or in the attached Exhibit 1 and, for purposes of this Agreement and all other documents executed in connection herewith, the rules of construction set forth in Exhibit 1 shall govern.

  • The Merger and Related Matters 4 Section 2.01. Certificate of Merger.................................................4 Section 2.02. The Effective Time....................................................4 Section 2.03. Certain Effects of the Merger.........................................4 Section 2.04. Effect of the Merger on Capital Stock.................................5 Section 2.05. Delivery, Exchange and Payment........................................6 Section 2.06. Merger Consideration Calculation......................................7 Section 2.07. Fractional Shares.....................................................7

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • TRAINING AND RELATED MATTERS The parties recognise that in order to increase the efficiency and productivity of the company a significant commitment to structured training and skill development is required. Accordingly the parties commit themselves to: a) The parties to this Agreement recognise the importance of the apprenticeship system to the construction industry. It is agreed that every employer party to this Agreement who employs five (5) or more tradespersons in any one classification shall undertake to employ at least one (1) apprentice or make arrangements to host an apprentice from an agreed group apprenticeship scheme. Where an employer does not currently have an apprentice as per this provision, reasonable time shall be allowed to enable the employer to comply with this clause. Further, the parties are committed to a strong ratio of apprentices in the industry. Apprenticeship levels on a specific project may be discussed at the Project Pre-Commencement Conference (refer Clause 16). b) Providing employees with the opportunity to acquire additional skills within relevant career path structures through appropriate structured training based on nationally endorsed (i.e. Construction Training Australia endorsed) competency standards and curriculum; c) Actively encouraging employees to seek formal recognition of their skills (i.e. recognition of prior learning); and d) Using training providers accredited and acceptable to the parties. The CFMEU, MBAV and other employer associations are legitimately engaged in providing training to industry and it is hereby agreed that all parties will properly recognise and accept the validity of nationally accredited training as provided by the other parties. e) The parties will consult on the development of training programs which are consistent with the following: • Training provided will be consistent with the company’s business requirements, relevant to the work of the employees, consistent with the skills development of each employee and with applicable national competency standards. • Training may be taken either on or off the job with all reasonable steps being taken to conduct training in normal working hours. • If an approved training activity is undertaken during ordinary working hours, the employee/s concerned shall not suffer any loss of pay. • Approved training activities undertaken outside of ordinary hours will be paid at single time or will, at the employee’s option, be taken as time off in lieu of payment. Provided that the scheduling of time off must be consistent with the needs of the business and be by agreement with the company. • Training costs of courses approved by the company will be met by the company. • The company will not be asked to meet the costs of training undertaken by employees which was not approved by the company. • Leave of absence granted pursuant to this clause shall count as service for all purposes of the award and this agreement. • Accredited members of the union will be allowed up to 5 days per year, without loss of pay, to attend trade union educational courses conducted or approved by the union. (see appendix H) f) The parties to this Agreement recognise the importance of the role that Apprentices/Trainees fulfill within the industry and, more importantly, a role that they will fulfill as trades persons following the conclusion of the indentures. To this end the Victorian Building Industry Consultative Committee will investigate ways of enhancing employment prospects for Apprentice/Trainees. In addition it is agreed that, where appropriate, employers will use their best endeavours to employ Apprentices/Trainees in order to ensure appropriate trade persons levels for the future.