Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.
Appears in 7 contracts
Samples: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Acreage Holdings, Inc.), Arrangement Agreement (Canopy Growth Corp)
Amendments to Plan of Arrangement. (a) The Company and Four Seasons reserves the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyPurchaser, (iii) filed with the Court and, if made following the Company Four Seasons Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders holders of Limited Voting Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Four Seasons at any time prior to the Company Meeting and the Purchaser Four Seasons Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted approved by the Persons persons voting at the Company Four Seasons Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Four Seasons Meeting shall be effective only if (i) it is consented to in writing by each of the Company Four Seasons and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to approved by some or all holders of the Company Shareholders Limited Voting Shares voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderholder of Limited Voting Shares.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Acquisition Agreement.
Appears in 5 contracts
Samples: Plan of Arrangement, Plan of Arrangement (Four Seasons Hotels Inc), Plan of Arrangement (Triples Holdings LTD)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Sulliden Meeting, approved by the Court, and (iv) communicated to or approved by the Company Sulliden Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Sulliden Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Rio Alto shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Sulliden Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Sulliden Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Sulliden Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyRio Alto, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyRio Alto, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B former Sulliden Shareholder.
Appears in 5 contracts
Samples: Arrangement Agreement (Rio Alto Mining LTD), Arrangement Agreement (Rio Alto Mining LTD), Arrangement Agreement (Rio Alto Mining LTD)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be must: (i) be set out in writing, ; (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, ; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented in writing thereto) ), with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.
Appears in 5 contracts
Samples: Second Amending Agreement (IM Cannabis Corp.), Amending Agreement (IM Cannabis Corp.), Second Amending Agreement
Amendments to Plan of Arrangement. (a) The Company and Parties reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by each of the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Transacting Parties; (iii) filed with the Court and, if made following the Company Pubco Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of securities of Pubco if and as required by the Court.
(b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time a Transacting Party prior to the Company Meeting and the Purchaser Meeting (provided Pubco Meeting; provided, however, that the Purchaser or the CompanyTransacting Parties shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons Pubco Shareholders voting at the Company Pubco Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Pubco Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and Transacting Parties; (ii) it is filed with the Purchaser Court (other than amendments contemplated in each case, acting reasonablySubsection 6.1(d), which shall not require such filing) and (iiiii) if required by the Court, it is consented to by some or all of the Company Pubco Shareholders voting or consenting, as the case may be, in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following by the Effective Date and prior Parties without the approval of or communication to the Acquisition Date by Court or the Purchaser and the CompanyPubco Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, Parties is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholderof the Pubco Shareholders, High Street Holder or USCo2 Class B Shareholderas applicable.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 5 contracts
Samples: Arrangement Agreement (Verano Holdings Corp.), Arrangement Agreement (Verano Holdings Corp.), Arrangement Agreement (Verano Holdings Corp.)
Amendments to Plan of Arrangement. (a) The Company Northgate and Primero reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Northgate and the Company (subject to the Arrangement Agreement)Primero, each acting reasonably, (iii) filed with the Court and, if made following the Company Primero Meeting, approved by the Court, and (iv) communicated to holders or approved by the Company Shareholders former holders of Primero Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Primero at any time prior to the Company Primero Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyNorthgate shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Primero Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Primero Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Northgate and the Purchaser (in each case, acting reasonably), Primero; and (ii) if required by the Court, it is consented to by some or all of the Company Primero Shareholders voting in the manner directed by the Court.
(d) Any Notwithstanding subsection (c), any amendment, modification or supplement to this Plan of Arrangement may be made following by Northgate and Primero without approval of the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, Primero Shareholders provided that it concerns a matter which, in the reasonable opinion of the Purchaser Northgate and the CompanyPrimero, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderof the Primero Shareholders.
Appears in 4 contracts
Samples: Support Agreement (Primero Mining Corp), Support Agreement (Primero Mining Corp), Arrangement Agreement (Primero Mining Corp)
Amendments to Plan of Arrangement. (a) The Company Aphria and Tilray reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser Aphria and the Company (subject to the Arrangement Agreement), each acting reasonablyTilray, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(a) may be proposed by the Company or the Purchaser Aphria at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Tilray shall have consented thereto, such consent not to be unreasonably withheld or the Company, subject to the Arrangement Agreement, have each consented in writing theretodelayed) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall will be effective only if such amendment, modification or supplement (i) it is consented to in writing by each of the Company Aphria and the Purchaser (in each case, acting reasonably), Tilray and (ii) if required by the CourtCourt or applicable law, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of Aphria and prior to the Acquisition Date by the Purchaser and the Company, Tilray provided that it such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Purchaser Aphria and the CompanyTilray, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of Aphria and Tilray or any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer Aphria Securityholder.
Appears in 4 contracts
Samples: Arrangement Agreement (Tilray, Inc.), Arrangement Agreement (Aphria Inc.), Arrangement Agreement (Tilray, Inc.)
Amendments to Plan of Arrangement. (a) The Company Purchaser and the Purchaser Corporation may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be be: (i) set out in writing, ; (ii) approved by each of the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Corporation; (iii) filed with the Court and, if made following the Company Shareholders’ Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Corporation Shareholders if and as required by the Interim Order or the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Corporation at any time prior to the Company Meeting and the Purchaser Shareholders’ Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Shareholders’ Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Shareholders’ Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Purchaser and the Purchaser (in Corporation, each case, acting reasonably), ; and (ii) if required by the Court, it is consented to approved by some or all holders of the Company Shareholders Corporation Shares, voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of Corporation Shares and such amendments, High Street Holder modifications or USCo2 Class B Shareholdersupplements to the Plan of Arrangement need not be filed with Court or communicated to the Corporation Shareholders.
Appears in 4 contracts
Samples: Amending Agreement (Brookfield Residential Properties Inc.), Amending Agreement (Brookfield Residential Properties Inc.), Arrangement Agreement (Brookfield Residential Properties Inc.)
Amendments to Plan of Arrangement. (a) The Company Pan American and Minefinders reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser Pan American and the Company (subject to the Arrangement Agreement), each acting reasonably, Minefinders; (iii) filed with the Court and, if made following the Company Meetingunless such amendment, modification or supplement is one to which Subsection 6.1(b) of this Plan of Arrangement applies, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of Minefinders Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed agreed to in writing by the Company or the Purchaser Pan American and Minefinders at any time prior to the Company Meeting Effective Time, provided, however, that each such amendment, modification or supplement is, in the reasonable opinion of Minefinders and the Purchaser Meeting (provided that the Purchaser or the CompanyPan American, subject of an administrative nature required to better give effect to the implementation of this Plan of Arrangement Agreement, have each consented in writing thereto) with and is not adverse to the economic interest of any Former Minefinders Shareholder or without any other prior notice or communicationformer holder of Minefinders Options, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meetingeach such amendment, respectively (other than as may be required under the Interim Order), modification or supplement shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall may be effective only if (i) it is consented agreed to in writing by Pan American and Minefinders at any time prior to the Minefinders Meeting, provided, however, that each such amendment, modification or supplement that is not an amendment, modification or supplement to which Subsection 6.1(b) of this Plan of Arrangement applies, is accepted by the Company and persons voting at the Purchaser Minefinders Meeting, with or without any other prior notice or communication (in each case, acting reasonablyother than as may be required under the Interim Order), and (ii) if required by the Courteach such amendment, it is consented to by some modification or supplement so accepted shall become part of this Plan of Arrangement for all of the Company Shareholders voting in the manner directed by the Courtpurposes.
(d) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Minefinders Meeting shall be effective only if: (i) set out in writing; (ii) agreed to in writing by Pan American and Minefinders; (iii) filed with the Court, and (iv) if required by the Court, it is approved by holders of the Minefinders Shares voting in the manner directed by the Court.
(e) Notwithstanding Subsection 6.1(a) of this Plan of Arrangement, any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyPan American; provided, provided however, that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyPan American, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder Former Minefinders Shareholder or USCo2 Class B Shareholderformer holder of Minefinders Options.
(f) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 3 contracts
Samples: Amendment Agreement (Minefinders Corp Ltd.), Second Amendment Agreement (Minefinders Corp Ltd.), Arrangement Agreement (Minefinders Corp Ltd.)
Amendments to Plan of Arrangement. (a) The Company and reserves the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; and (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyMeeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively communication (other than as may be required under the Interim Order), and, if so proposed and accepted by the persons voting at the Meeting, shall become part of this Plan of Arrangement for all purposes.
(c) Any amendmentThe Company may amend, modification modify, or supplement to this Plan of Arrangement that is approved or directed by at any time and from time to time after the Court following Meeting but prior to the Company Meeting shall be effective only if (i) it is consented to in writing by each Effective Time with the approval of the Company and the Purchaser (in each case, acting reasonably)Court, and (ii) if required by the Court, it is consented after communication to by some or all the holders of the Company Shareholders voting in the manner directed by the Courtexchangeable shares, class B shares and class C shares.
(d) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
(e) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest interests of any Company Shareholderholder of exchangeable shares, High Street Holder class B shares or USCo2 Class B Shareholderclass C shares.
Appears in 3 contracts
Samples: Arrangement Agreement (Brookfield Renewable Corp), Arrangement Agreement (Brookfield Infrastructure Corp), Arrangement Agreement
Amendments to Plan of Arrangement. (a) The Company and the Purchaser Acquiror may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Company and the Company (subject to the Arrangement Agreement), each acting reasonablyAcquiror, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Acquiror shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting approved at the Company Meeting and in the Purchaser Meeting, respectively (other than as may be manner required under by the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Acquiror and the Purchaser (in each case, acting reasonably)Company, and (ii) if required by the Court, it is consented to approved by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to Time unilaterally by Gerdau or the Acquisition Date by the Purchaser and the CompanyAcquiror, provided that it concerns a matter which, that in the reasonable opinion of Gerdau or the Purchaser and the CompanyAcquiror, acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest interests of any Company Shareholderperson that, High Street Holder or USCo2 Class B Shareholderimmediately prior to the Effective Time, was a holder of Common Shares.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 3 contracts
Samples: Amending Agreement (Gerdau S.A.), Amending Agreement (Gerdau Ameristeel Corp), Arrangement Agreement (Gerdau S.A.)
Amendments to Plan of Arrangement. (a) The Company Purchaser and CRH reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, CRH; (iii) filed with the Court and, if made following the Company CRH Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of CRH Shares and Subscription Receipts if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser CRH at any time prior to the Company CRH Meeting and the Purchaser Meeting (provided that the Purchaser or the Companyshall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company CRH Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim OrderOrder or as may affect the rights of a holder of Subscription Receipts), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company CRH Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Purchaser and CRH; (ii) it is filed with the Purchaser (in each case, acting reasonably), Court and (iiiii) if required by the Court, it is consented to by some or all CRH Securityholders and/or the holders of the Company Shareholders Subscription Receipts voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Former CRH Shareholder, High Street Holder Former CRH Optionholder, former holder of Subscription Receipts or USCo2 Class B ShareholderFormer CRH RSU Holder.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 3 contracts
Samples: Amending Agreement (CRH Medical Corp), Arrangement Agreement (CRH Medical Corp), Amending Agreement
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders holders of Common Shares, Options and Warrants, if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement.
(e) This Plan of Arrangement and is not adverse may be withdrawn prior to the economic interest Effective Time in accordance with the terms of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderthe Arrangement Agreement.
Appears in 3 contracts
Samples: Acquisition Agreement, Acquisition Agreement, Arrangement Agreement (Ym Biosciences Inc)
Amendments to Plan of Arrangement. (a) The Company Purchaser Parties and the Purchaser BPY may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Parties and the Company (subject to the Arrangement Agreement)BPY, each acting reasonably, (iii) if made following the BPY Unitholders’ Meeting and prior to receipt of the Final Order, filed with the Court and, and approved by the Court and communicated to the BPY Unitholders and Exchange LP Unitholders if made following the Company Meeting, approved and as required by the Court, and (iv) communicated if made following receipt of the Final Order and prior to or the Effective Time, filed with the Court and approved by the Company Shareholders Court and communicated to the BPY Unitholders and Exchange LP Unitholders if and as required by the Court, unless such amendment concerns a matter which, in the reasonable opinion of the Purchaser Parties and BPY, is of an administrative nature and is not adverse to the economic interest of any holder of Acquired Units.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company BPY or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser BPY Unitholders’ Meeting (provided that BPY or the Purchaser or the CompanyParties, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company BPY Unitholders’ Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company BPY Unitholders’ Meeting shall be effective only if (i) it is consented to in writing by each of the Company BPY and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders BPY Unitholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Acquired Units.
Appears in 2 contracts
Samples: Amending Agreement (Brookfield Property Partners L.P.), Arrangement Agreement (Brookfield Asset Management Inc.)
Amendments to Plan of Arrangement. (a) The Company JW Entities, Canopy Growth, Canopy Rivers and the Purchaser Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser JW Entities, Canopy Growth, Canopy Rivers and the Company (subject to the Arrangement Agreement)Company, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyJW Entities, subject to the Arrangement Agreement, Canopy Growth and Canopy Rivers shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the JW Entities, Canopy Growth, Canopy Rivers and the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse expected by the Company, acting reasonably, to the economic interest of be materially prejudicial to any Company Shareholder, High Street Holder or USCo2 Class B Shareholderother Party.
Appears in 2 contracts
Samples: Arrangement Agreement (JW Asset Management, LLC), Arrangement Agreement (TerrAscend Corp.)
Amendments to Plan of Arrangement. (a) The Company Agnico and the Purchaser Kxxxxxxx may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Agnico and the Company (subject to the Arrangement Agreement)Kxxxxxxx, each acting reasonably, (iii) filed with the Court and, if made following the Company Kxxxxxxx Meeting, approved by the Court, and (iv) communicated to or approved by the Company Kxxxxxxx Shareholders if and as required by the Court.
(b) Any amendment, modification or and/or supplement to this Plan of Arrangement Arrangement, if approved by Agnico and Kxxxxxxx, each acting reasonably, may be proposed by the Company Agnico or the Purchaser Kxxxxxxx at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyKxxxxxxx Meeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Kxxxxxxx Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or and/or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Kxxxxxxx Meeting shall be effective only if (i) it is consented to in writing by the Parties, each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Kxxxxxxx Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or and/or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, Agnico provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAgnico, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of Kxxxxxxx Shares or Kxxxxxxx Equity Awards.
(e) Notwithstanding anything in this Plan of Arrangement or the Merger Agreement, High Street Holder Agnico and Kxxxxxxx shall be entitled at any time prior to or USCo2 Class B Shareholderfollowing the Kxxxxxxx Meeting or the Agnico Meeting to modify this Plan of Arrangement with respect to any Pre-Arrangement Reorganization effected in accordance with the terms of the Merger Agreement without any prior notice or communication or approval of the Court, the Kxxxxxxx Shareholders, the Agnico Shareholders or the holders of the Kxxxxxxx Equity Awards, provided such modifications are not adverse to the financial or economic interests of the Kxxxxxxx Shareholders, the Agnico Shareholders or the holders of the Kxxxxxxx Equity Awards entitled to receive the applicable consideration under Section 3.1.
Appears in 2 contracts
Samples: Amending Agreement (Agnico Eagle Mines LTD), Merger Agreement (Agnico Eagle Mines LTD)
Amendments to Plan of Arrangement. (a) The Company MergerCo, Comamtech and DecisionPoint reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Comamtech, MergerCo and the Company (subject to the Arrangement Agreement)DecisionPoint, each acting reasonably, and (iii) filed with the Court and, if made following the Company DecisionPoint Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Comamtech at any time prior to the Company DecisionPoint Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyDecisionPoint shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Comamtech Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company DecisionPoint Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Comamtech, MergerCo and the Purchaser (in each case, acting reasonably), DecisionPoint; and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders shares voting in the manner directed by the Court.
(d) Any This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
(e) MergerCo, Comamtech and DecisionPoint may amend, modify or supplement this Plan of Arrangement unilaterally following the Comamtech Meeting without the approval of the Comamtech Shareholders provided that each amendment, modification or supplement to this Plan of Arrangement may (i) must be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Companyset out in writing, provided that it concerns (ii) concern a matter which, in the reasonable opinion of the Purchaser DecisionPoint, MergerCo and the CompanyComamtech, in each case, acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and Arrangement, (iii) is not adverse to the financial or economic interest interests of any Company ShareholderComamtech Shareholders.
(f) Each of MergerCo and Comamtech reserves the right to amend or modify the provisions of Sections 3.3, High Street Holder or USCo2 Class B Shareholder3.4(d), 3.4(f), 3.4(g), 3.4(h), 3.4(k), 3.5 and 3.6 of this Plan of Arrangement in their sole discretion without the approval of the Comamtech Shareholders; provided that the amendments are approved by DecisionPoint.
Appears in 2 contracts
Samples: Arrangement Agreement (Comamtech Inc.), Arrangement Agreement (DecisionPoint Systems, Inc.)
Amendments to Plan of Arrangement. (a) The Company and Corporation reserves the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iviii) communicated to Corporation Shareholders or approved by the Company former Corporation Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Corporation at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyMeeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively communication (other than as may be required under the Interim Order), and, if so proposed and accepted by the persons voting at the Meeting, shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Corporation and the Purchaser Manager; (in each case, acting reasonably), ii) it is filed with the Court; and (iiiii) if required by the Court, it is consented to approved by some or all of the Company Corporation Shareholders voting in the manner directed by the Court.
(d) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
(e) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time by the Purchaser and the CompanyCorporation, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyCorporation, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Corporation Shareholder.
Appears in 2 contracts
Samples: Arrangement Agreement (Brookfield Asset Management Ltd.), Arrangement Agreement (Brookfield Asset Management Inc.)
Amendments to Plan of Arrangement. (a) 6.1.1 The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company in writing (subject to the Arrangement Agreement), each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) 6.1.2 Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) 6.1.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) 6.1.4 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.
6.1.5 This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 2 contracts
Samples: Amending Agreement (TerrAscend Corp.), Arrangement Agreement (TerrAscend Corp.)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Common Shareholders and/or Preferred Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderArrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Cnooc LTD), Arrangement Agreement (Nexen Inc)
Amendments to Plan of Arrangement. (a) The Company AuRico and Northgate reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser AuRico and the Company (subject to the Arrangement Agreement)Northgate, each acting reasonably, (iii) filed with the Court Court, if necessary, and, if made following the Company Northgate Meeting, approved by the Court, and (iv) communicated to holders or approved by the Company Shareholders former holders of Northgate Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Northgate at any time prior to the Company Northgate Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyAuRico shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Northgate Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Northgate Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company AuRico and the Purchaser (in each case, acting reasonably), Northgate; and (ii) if required by the Court, it is consented to by some or all of the Company Northgate Shareholders voting in the manner directed by the Court.
(d) Any Notwithstanding subsection (c), any amendment, modification or supplement to this Plan of Arrangement may be made following by AuRico and Northgate without approval of the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, Northgate Shareholders provided that it concerns a matter which, in the reasonable opinion of the Purchaser AuRico and the CompanyNorthgate, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderof the Northgate Shareholders.
Appears in 2 contracts
Samples: Arrangement Agreement (AuRico Gold Inc.), Arrangement Agreement (Northgate Minerals CORP)
Amendments to Plan of Arrangement. (a) The Company and Parties reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by each of the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Parties; (iii) filed with the Court and, if made following the Company Nevada Holdco Meeting or the SVT Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of Nevada Holdco securities, SVT securities, or Fxxxx securities if and as required by the Court.
(b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time Parties prior to the Company Nevada Holdco Meeting and the Purchaser Meeting (provided SVT Meeting; provided, however, that the Purchaser or the CompanyParties shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Nevada Holdco Meeting and the Purchaser Meeting, respectively SVT Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Nevada Holdco Meeting or the SVT Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and Parties; (ii) it is filed with the Purchaser Court (other than amendments contemplated in each case, acting reasonablySubsection 6.1(d), which shall not require such filing) and (iiiii) if required by the Court, it is consented to by some Nevada Holdco Shareholders or all of SVT Shareholders, as applicable, voting or consenting, as the Company Shareholders voting case may be, in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following by the Effective Date and prior Parties without the approval of or communication to the Acquisition Date by Court or the Purchaser and Nevada Holdco Shareholders, the CompanySVT Shareholders or the Fxxxx Subscription Receipt Holders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, Parties is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholderof the Nevada Holdco Shareholders, High Street Holder SVT Shareholders or USCo2 Class B Shareholderthe Fxxxx Subscription Receipt Holders, as applicable.
Appears in 2 contracts
Samples: Business Combination Agreement (TILT Holdings Inc.), Business Combination Agreement (TILT Holdings Inc.)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to or at the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that it (i) concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any holders of Affected Securities or (ii) is an amendment contemplated in Section 5.1(d) .
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Affected Securities.
Appears in 2 contracts
Samples: Arrangement Agreement (Spire Global, Inc.), Arrangement Agreement (Spire Global, Inc.)
Amendments to Plan of Arrangement. (a) The Company and Molson reserves the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyCoors, (iii) filed with the Court and, if made following the Company Molson Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders holders of Molson Shares and Xxxxxx Options if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Xxxxxx at any time prior to the Company Meeting and the Purchaser Molson Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Coors shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Molson Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Molson Meeting shall be effective only if (i) it is consented to in writing by each of the Company Molson and the Purchaser (in each case, acting reasonably), Coors and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Molson Shares and Molson Options voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyCoors, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyCoors, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder holder of Molson Shares or USCo2 Class B ShareholderMolson Options.
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
Amendments to Plan of Arrangement. (a) The Company and Parties reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by each of the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Parties; (iii) filed with the Court and, if made following the Company Nevada Holdco Meeting or the Cannex Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of Nevada Holdco securities or Cannex securities if and as required by the Court.
(b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time Parties prior to the Company Nevada Holdco Meeting and the Purchaser Meeting (provided Cannex Meeting; provided, however, that the Purchaser or the CompanyParties shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Nevada Holdco Meeting and the Purchaser Meeting, respectively Cannex Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Nevada Holdco Meeting or the Cannex Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and Parties; (ii) it is filed with the Purchaser Court (other than amendments contemplated in each case, acting reasonablySubsection 6.1(d), which shall not require such filing) and (iiiii) if required by the Court, it is consented to by some Nevada Holdco Shareholders or all of Cannex Shareholders, as applicable, voting or consenting, as the Company Shareholders voting case may be, in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following by the Effective Date and prior Parties without the approval of or communication to the Acquisition Date by Court or the Purchaser and Nevada Holdco Shareholders or the CompanyCannex Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, Parties is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholderof the Nevada Holdco Shareholders or the Cannex Shareholders, High Street Holder or USCo2 Class B Shareholderas applicable.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Business Combination Agreement.
Appears in 2 contracts
Samples: Business Combination Agreement (Cannex Capital Holdings Inc.), Business Combination Agreement (4Front Ventures Corp.)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Arrangement Effective TimeTime with the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), provided that each any such amendment, modification and/or supplement must must be (i) set out contained in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) a written document that is filed with the Court and, if made following after the Company Shareholders Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Company Shareholders if and as required by the Court.Court.
(b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed proposed by the Company Company, with the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or the Purchaser delayed), at any time prior to before or at the Company Shareholders Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior prior notice or communicationcommunication to the Company Shareholders and, and if so proposed and accepted by the Persons voting voting at the Company Shareholders Meeting and in the Purchaser Meeting, respectively (other than as may be manner required under the Interim Order), shall shall become part of this Plan of Arrangement for all purposes.purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Shareholders Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser SPAC (in each casesuch consent not to be unreasonably withheld, acting reasonablyconditioned delayed), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any Subject to applicable law, any amendment, modification or supplement to this Plan of Arrangement may be made following after the Arrangement Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanySPAC, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser SPAC and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.
Appears in 2 contracts
Samples: Business Combination Agreement (CF Acquisition Corp. VI), Plan of Arrangement (Rumble Inc.)
Amendments to Plan of Arrangement. (a) The Company Corporation, Yamana and the Purchaser Agnico Eagle may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Corporation, Yamana and the Company (subject to the Arrangement Agreement), each acting reasonablyAgnico Eagle, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Corporation Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this the Plan of Arrangement may be proposed by the Company or the Purchaser Corporation at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Yamana and Agnico Eagle shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting approved at the Company Meeting and in the Purchaser Meeting, respectively (other than as may be manner required under by the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Yamana, Agnico Eagle and the Purchaser (in each case, acting reasonably)Corporation, and (ii) if required by the Court, it is consented to approved by some or all of the Company Corporation Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time by the Purchaser mutual consent of Corporation, Yamana and the CompanyAgnico Eagle, provided that it concerns a matter which, that in the reasonable opinion of the Purchaser Corporation, Yamana and the CompanyAgnico Eagle, each acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest interests of any Company Shareholderperson that, High Street Holder immediately prior to the Effective Time, was a holder of Corporation Common Shares or USCo2 Class B ShareholderCorporation Options.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the provisions of the Arrangement Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Agnico Eagle Mines LTD), Arrangement Agreement (Yamana Gold Inc.)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or or supplement this Plan of Arrangement at any time time, and from time to time time, prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be must: (i) be set out in writing, ; (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, ; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the holders of Company Shareholders Shares, if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by either the Purchaser or the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Party shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by holders of some or all of the Company Shareholders voting Shares in the manner directed by the Court. Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that (i) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any holder of Company Shares or (ii) is an amendment contemplated in Section 5.1(d) made following the Effective Date.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior unilaterally by the Purchaser, without communication to the Acquisition Date by holders of the Purchaser and the CompanyCompany Shares, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former holder of Company ShareholderShares, High Street Holder Qualifying Holdco Shares or USCo2 Class B ShareholderEquity Awards.
Appears in 2 contracts
Samples: Arrangement Agreement (Rogers Communications Inc), Plan of Arrangement
Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Correvio Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Correvio Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, and Correvio shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Correvio Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Correvio Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Former Correvio Shareholder.
Appears in 2 contracts
Samples: Arrangement Agreement (Correvio Pharma Corp.), Arrangement Agreement
Amendments to Plan of Arrangement. (a) The Company JW Entities, Canopy Growth, Canopy Rivers and the Purchaser Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser JW Entities, Canopy Growth, Canopy Rivers and the Company (subject to the Arrangement Agreement)Company, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyJW Entities, subject to the Arrangement Agreement, Canopy Growth and Canopy Rivers shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the JW Entities, Canopy Growth, Canopy Rivers and the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.and
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement
Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by any of the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Parties have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Common Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder Securityholder (including any former holder of Company Options and Company RSUs that become options to purchase Parent Shares or USCo2 Class B ShareholderParent Stock-Based RSUs).
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Unitedhealth Group Inc), Arrangement Agreement (Catamaran Corp)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.
(e) The Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 2 contracts
Samples: Amending Agreement, Arrangement Agreement
Amendments to Plan of Arrangement. (a) The Company Richmont and the Purchaser Alamos may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Richmont and the Company (subject to the Arrangement Agreement)Alamos, each acting reasonably, (iii) be filed with the Court and, if made following the Company Richmont Meeting, approved by the Court, Court and (iv) be communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Richmont or the Purchaser Alamos at any time prior to the Company Meeting and the Purchaser Richmont Meeting (provided that the Purchaser or the Companyother of such parties, subject to the Arrangement Agreementas applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Richmont Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Richmont Meeting shall be effective only if (i) it is consented to in writing by each of the Company Richmont and the Purchaser Alamos (in each case, acting reasonably), ) and (ii) if required by the Court, it is consented to by some or all of the Company Richmont Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyRichmont or Alamos, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAlamos, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Affected Securities.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Richmont Mines Inc), Arrangement Agreement (Alamos Gold Inc)
Amendments to Plan of Arrangement. (a) The Parent and Company and reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser Parent and the Company (subject to the Arrangement Agreement), each acting reasonably, Company; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the holders of Company Shareholders Common Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided Meeting; provided, however, that the Purchaser or the CompanyParent shall have consented thereto in writing, subject to the Arrangement Agreementacting reasonably, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted in the manner contemplated and to the extent required by the Persons Arrangement Agreement by the persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court made following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of Parent and Company (each acting); (ii) it is filed with and approved by the Company and the Purchaser Court (other than amendments contemplated in each case, acting reasonablySection 6.1(d), which shall not require such filing or approval); and (iiiii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Common Shares voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made by Company and Parent, including following the Effective Date and prior Time, without the approval of or communication to the Acquisition Date by Court or the Purchaser and the CompanyCompany Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser Company and the CompanyParent, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any current or former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Chord Energy Corp), Arrangement Agreement (ENERPLUS Corp)
Amendments to Plan of Arrangement. (a) The Company BAM and BN reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out agreed to in writing, (ii) approved writing by the Purchaser each of BAM and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) BN and filed with the Court Court, and, if made following the Company BAM Meeting, then: (i) approved by the Court, and (ivii) if the Court directs, approved by BAM Shareholders and communicated to or approved by the Company BAM Shareholders if and as required by the Court, and in either case in the manner required by the Court.
(b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement Arrangement, if agreed to by BAM and BN, may be proposed by the Company or the Purchaser BAM and BN at any time prior to or at the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyBAM Meeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company BAM Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company BAM Meeting shall will be effective only if (i) it is consented agreed to in writing by each of the Company BAM and the Purchaser (in each caseBN and, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company BAM Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following by BAM and BN without the Effective Date and prior approval of or communication to the Acquisition Date by the Purchaser and the CompanyCourt or BAM Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser BAM and the Company, BN is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderof BAM Shareholders.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (BROOKFIELD Corp /On/), Arrangement Agreement (Brookfield Asset Management Ltd.)
Amendments to Plan of Arrangement. (a) The Company and Company, the Purchaser may and Digital River reserve the right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time; provided, provided however, that each such amendment, modification and/or or supplement must be be:
(i) set out in writing, ;
(ii) approved or agreed to in writing by the Company, the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Digital River;
(iii) contained in a written document which is filed with the Court Court; and,
(iv) if made following the Company Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (Meeting, provided that the Purchaser and Digital River have consented to such amendment, modification or the Companysupplement in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if such amendment, modification or supplement:
(i) it is consented to in writing by each of the Company and Company, the Purchaser (in each case, acting reasonably), and Digital River; and
(ii) if required by the CourtCourt or applicable law, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser; provided, provided however, that it any such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest of any Company ShareholderSecurityholder.
(e) The Purchaser shall be entitled to propose an amendment, High Street Holder modification or USCo2 Class B Shareholdersupplement to this Plan of Arrangement at any time prior to the Effective Date and, unless such proposal shall be adverse to the financial or economic interests of any Company Securityholder, the Company shall propose and implement such amendment, modification or supplement in accordance with the process described in paragraphs (a) to (c), as may be applicable.
Appears in 2 contracts
Samples: Arrangement Agreement (LML Payment Systems Inc), Arrangement Agreement (Digital River Inc /De)
Amendments to Plan of Arrangement. (a) The Company and Inco reserves the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyPxxxxx Dodge, (iii) filed with the Court and, if made following the Company Inco Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Inco Shareholders if and as required by the Court.
(b) Pxxxxx Dodge reserves the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date as provided for in the Combination Agreement.
(c) Any amendment, modification or supplement to this Plan of Arrangement may be (i) proposed by the Company or the Purchaser Inco at any time prior to the Company Meeting and the Purchaser Inco Meeting (provided that the Purchaser Pxxxxx Dodge shall have consented thereto); or the Company, subject (ii) proposed by Pxxxxx Dodge at anytime prior to the Arrangement AgreementInco Meeting (provided that Inco, except as provided in section 7.1(b), shall have each consented in writing thereto) and in each case with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Inco Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(cd) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Inco Meeting shall be effective only if (i) it is consented to in writing by each of the Company Inco and the Purchaser (in each case, acting reasonably), Pxxxxx Dodge and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Inco Common Shares voting in the manner directed by the Court.
(de) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyPxxxxx Dodge, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPxxxxx Dodge, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder holder of Inco Common Shares or USCo2 Class B ShareholderInco Options at the Effective Time.
Appears in 2 contracts
Samples: Combination Agreement (Phelps Dodge Corp), Combination Agreement (Inco LTD)
Amendments to Plan of Arrangement. (a) The Company shall make any amendments to this Plan of Arrangement referred to in Section 1.6 of the Arrangement Agreement.
(b) In addition, and subject to Acquiror’s rights under section 1.6 of the Arrangement Agreement:
(i) Company and the Purchaser Acquiror may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Acquiror, each acting reasonably, (iii) be filed with the Court and, if made following the Company Special Meeting, approved by the Court, Court and (iv) be communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court.
(bii) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Acquiror at any time prior to the Company Meeting and the Purchaser Special Meeting (provided that the Purchaser Company or the CompanyAcquiror, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Special Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(ciii) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Special Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Acquiror (in each case, acting reasonably), ) and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(div) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyCompany or Acquiror, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAcquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderArrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Rayonier Advanced Materials Inc.), Arrangement Agreement (Rayonier Advanced Materials Inc.)
Amendments to Plan of Arrangement. (a1) The Company and Integra reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Integra, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Integra shall have consented thereto, such consent not to be unreasonably withheld, conditioned or the Company, subject to the Arrangement Agreement, have each consented in writing theretodelayed) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes.
(c3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall will be effective only if such amendment, modification or supplement (i) it is consented to in writing by each of the Company and the Purchaser Integra (in provided each casesuch consent shall not be unreasonably withheld, acting reasonablyconditioned or delayed), and (ii) if required by the CourtCourt or applicable law, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date Time but shall only be effective if it is consented to by each of the Company and prior to the Acquisition Date by the Purchaser and the CompanyIntegra (which consent shall not be unreasonably withheld, conditioned or delayed), provided that it such amendment, modification or supplement concerns a matter which, in the reasonable opinion of each of the Purchaser Company and the CompanyIntegra, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of the Company and Integra or any former Company Shareholder, High Street Holder or USCo2 Class B ShareholderSecurityholder.
Appears in 2 contracts
Samples: Amending Agreement (Integra Resources Corp.), Arrangement Agreement (Integra Resources Corp.)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.
Appears in 2 contracts
Samples: Arrangement Agreement (Cresco Labs Inc.), Arrangement Agreement (Columbia Care Inc.)
Amendments to Plan of Arrangement. (a) The Company Arrangement Agreement and the Purchaser may amend, modify and/or supplement this Xxxxxxx Plan of Arrangement may be amended at any time and from time to time prior to before or after the holding of the Xxxxxxx Meeting but not later than the Effective Time, ; provided that each any such amendment, modification and/or supplement must be amendment (i) set out is in writing, writing and is agreed to in writing by the Parties; (ii) approved by if required, is filed with the Purchaser Court; and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with if made following the Xxxxxxx Meeting, is approved by the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court, is communicated to Xxxxxxx Shareholders and/or consented to by Xxxxxxx Shareholders.
(b) Any amendment, modification or supplement to amendment made before the Xxxxxxx Meeting in accordance with this Plan of Arrangement Section 7.1 may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) made with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons Xxxxxxx Shareholders voting at the Company Xxxxxxx Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this the Arrangement Agreement and the Xxxxxxx Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Xxxxxxx Plan of Arrangement may be made following by the Effective Date and prior Parties without the approval of or communication to the Acquisition Date by Court or the Purchaser and the CompanyXxxxxxx Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, Parties is of an administrative or ministerial nature required to better give effect to the implementation of this Xxxxxxx Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholderof Xxxxxxx Shareholders.
(d) Notwithstanding the foregoing provisions of this Article 7, High Street Holder no amendment, modification or USCo2 Class B Shareholdersupplement of this Xxxxxxx Plan of Arrangement may be made prior to the Effective Time except in accordance with the terms of the Arrangement Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Mountain Province Diamonds Inc.), Arrangement Agreement (Mountain Province Diamonds Inc.)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser Transaction Parties, each acting reasonably, may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time; provided, provided that each such amendment, modification and/or supplement must be must: (i) be set out in writing, ; (ii) be approved by each of the Purchaser and the Company (Transaction Parties, subject to the Arrangement Agreement), each acting reasonably, ; (iii) filed with the Court and, if made following the Company MeetingShareholder Meetings, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Transaction Parties at any time prior to the Company Meeting and Shareholder Meetings; provided, that each of the Purchaser Meeting (provided that the Purchaser or the CompanyTransaction Parties, subject to the Arrangement Agreement, as applicable, shall have each consented in writing thereto) , with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively Shareholders Meetings (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting Shareholder Meetings shall be effective only if if: (i) it is consented to in writing by each of the Company and the Purchaser (in Transaction Parties, each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Shareholders, as applicable, voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the CompanyTransaction Parties; provided, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyTransaction Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder Shareholder or USCo2 Class B Shareholderany holder of GTI Options or GTI RSUs.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement
Amendments to Plan of Arrangement. (a1) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (a) be (i) set out in writing, (iib) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyPurchaser, (iiic) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (ivd) communicated to or approved by holders of the Company Shareholders Shares if and as required by the Court.
(b2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (ia) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (iib) if required by the Court, it is consented to by some or all holders of the Company Shareholders Shares voting in the manner directed by the Court.
(d4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of Shares, High Street Holder Options, Rollover Options, PSUs or USCo2 Class B ShareholderSARs.
Appears in 2 contracts
Samples: Arrangement Agreement (CHC Helicopter Corp), Voting Support Agreement (CHC Helicopter Corp)
Amendments to Plan of Arrangement. (a) The Company Purchaser and the Purchaser may Company reserve the right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement, ) have each consented thereto in writing thereto) writing), with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Purchaser and the Purchaser Company (in each case, acting reasonably), ; and (ii) if required by the CourtCourt or applicable Law, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any Notwithstanding the foregoing provisions of this Section 7.01, any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the CompanyCompany without the approval or communication to the Court or Company Shareholders, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and does not have the effect of reducing the Share Consideration and is not otherwise adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Integra Resources Corp.), Arrangement Agreement (Integra Resources Corp.)
Amendments to Plan of Arrangement. (a) The Company Agnico and the Purchaser Xxxxxxxx may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Agnico and the Company (subject to the Arrangement Agreement)Xxxxxxxx, each acting reasonably, (iii) filed with the Court and, if made following the Company Xxxxxxxx Meeting, approved by the Court, and (iv) communicated to or approved by the Company Xxxxxxxx Shareholders if and as required by the Court.
(b) Any amendment, modification or and/or supplement to this Plan of Arrangement Arrangement, if approved by Agnico and Xxxxxxxx, each acting reasonably, may be proposed by the Company Agnico or the Purchaser Xxxxxxxx at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyXxxxxxxx Meeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Xxxxxxxx Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or and/or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Xxxxxxxx Meeting shall be effective only if (i) it is consented to in writing by the Parties, each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Xxxxxxxx Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or and/or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, Agnico provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAgnico, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of Xxxxxxxx Shares or Xxxxxxxx Equity Awards.
(e) Notwithstanding anything in this Plan of Arrangement or the Merger Agreement, High Street Holder Agnico and Xxxxxxxx shall be entitled at any time prior to or USCo2 Class B Shareholderfollowing the Xxxxxxxx Meeting or the Agnico Meeting to modify this Plan of Arrangement with respect to any Pre-Arrangement Reorganization effected in accordance with the terms of the Merger Agreement without any prior notice or communication or approval of the Court, the Xxxxxxxx Shareholders, the Agnico Shareholders or the holders of the Xxxxxxxx Equity Awards, provided such modifications are not adverse to the financial or economic interests of the Xxxxxxxx Shareholders, the Agnico Shareholders or the holders of the Xxxxxxxx Equity Awards entitled to receive the applicable consideration under Section 3.1.
Appears in 2 contracts
Samples: Merger Agreement (Kirkland Lake Gold Ltd.), Merger Agreement (Kirkland Lake Gold Ltd.)
Amendments to Plan of Arrangement. (a) The Company and Rio Alto reserves the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyTahoe, (iii) filed with the Court and, if made following the Company Rio Alto Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Rio Alto Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Rio Alto at any time prior to the Company Meeting and the Purchaser Rio Alto Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each Tahoe has consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Rio Alto Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Rio Alto Meeting shall will be effective only if such amendment, modification or supplement (i) it is consented to in writing by each of the Company Rio Alto and the Purchaser (in each case, acting reasonably), Tahoe and (ii) if required by the CourtCourt or applicable Law, it is consented to by some or all of the Company Rio Alto Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, Tahoe provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyTahoe, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Former Rio Alto Shareholder.
(e) Tahoe shall be entitled to propose an amendment, modification or supplement to this Plan of Arrangement at any time prior to the Effective Time and, unless such proposal shall be adverse to the financial or economic interests of any Rio Alto Shareholder, High Street Holder Rio Alto shall propose and implement such amendment, modification or USCo2 Class B Shareholdersupplement in accordance with the process described in paragraphs (a) to (c) of this Section 7.1, as may be applicable.
Appears in 2 contracts
Samples: Arrangement Agreement (Tahoe Resources Inc.), Arrangement Agreement (Rio Alto Mining LTD)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser Corporation may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyAcquireco, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Corporation at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Acquireco shall have each consented in writing theretothereto acting reasonably) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Corporation and the Purchaser Acquireco (in each case, acting reasonably), ) and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAcquireco, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAcquireco, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B former Shareholder.
Appears in 2 contracts
Samples: Arrangement Agreement (Canwest Mediaworks Inc), Arrangement Agreement (Canwest Mediaworks Inc)
Amendments to Plan of Arrangement. (a) The Company Company, and the Purchaser Triple Flag may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Triple Flag, each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Triple Flag at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Companyother of such parties, subject to the Arrangement Agreementas applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Triple Flag (in each case, acting reasonably), ) and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, or Triple Flag, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyTriple Flag, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Affected Securities.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Maverix Metals Inc.), Arrangement Agreement (Triple Flag Precious Metals Corp.)
Amendments to Plan of Arrangement. (a1) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior Subject to the Effective Timeprovisions of the Interim Order, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any any amendment, modification or supplement to this Plan of Arrangement (an “Amendment”) may be proposed jointly by the Purchaser and the Company at or the Purchaser at any time prior to the Company Meeting and Meeting. If such Amendment, if disclosed, would reasonably be expected to affect a Shareholder’s decision to vote for or against the Arrangement Resolution, notice of such Amendment shall be given to the Shareholders by press release, newspaper, advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as the Purchaser Meeting (provided that the Purchaser or the Companyand Company may agree, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if acting reasonably. Any Amendment so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposespurposes and the Plan of Arrangement, as amended, shall be the subject of the Arrangement Resolution.
(c2) Any amendmentSubject to the provisions of the Interim Order and any Final Order, modification or supplement to this Plan of Arrangement that is approved or directed any Amendment may be made (i) jointly by the Court Purchaser and Company at any time following the Company Meeting shall be effective only if (i) it is consented prior to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and Effective Time; or (ii) if required unilaterally by the Purchaser at any time following the Effective Time, provided that such Amendment is: (A) approved by the Court, it is consented ; and (B) communicated to by some or all of the Company Shareholders voting in the manner as may be directed by the Court.
(d3) Any amendmentNotwithstanding Section 5.1(2) above, modification or supplement to this Plan of Arrangement may be made if the Amendment being proposed following the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, provided that it Company Meeting:
(a) concerns a matter which, in the reasonable opinion of the Purchaser and the Company, that either:
(i) is of an administrative nature required to better give effect to the implementation of this the Plan of Arrangement and Arrangement; or
(ii) relates to how the Company will be capitalized, financed or structured after the Effective Time; and
(b) is not adverse to the financial or economic interest interests of any present or former Shareholder or holder of Options, DSUs or RSUs; then no Court approval or communication to the Shareholders shall be required.
(4) If, prior to the Effective Date, any term or provision of this Plan of Arrangement, or the application thereof, is held by the Court to be invalid, void or unenforceable, the Court, at the request of either of the Company Shareholderor the Purchaser, High Street Holder shall have the power to alter and interpret such term or USCo2 Class B Shareholderprovision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Plan of Arrangement shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretations.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Hillman Companies Inc)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer Securityholder and does not affect the right of any former Securityholder to receive only payments payable to such former Securityholder pursuant to this Plan of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Dominion Diamond Corp)
Amendments to Plan of Arrangement. (a) The Company Company, the Purchaser, the Parent, USCo and US New Opco reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time; provided, provided however, that each such amendment, modification and/or or supplement must be be:
(i) set out in writing, ;
(ii) approved or agreed to in writing by the Purchaser Company, the Purchaser, the Parent, USCo and the Company (subject to the Arrangement Agreement), each acting reasonably, US New Opco;
(iii) contained in a written document which is filed with the Court Court; and,
(iv) if made following the Company Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (Meeting, provided that the Purchaser Purchaser, the Parent, USCo and US New Opco have consented to such amendment, modification or the Companysupplement in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if such amendment, modification or supplement:
(i) it is consented to in writing by each of the Company Company, the Purchaser, the Parent, USCo and the Purchaser (in each case, acting reasonably), and US New Opco; and
(ii) if required by the CourtCourt or applicable law, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser; provided, provided however, that it any such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interests, whether financial, economic interest or otherwise, of any Company ShareholderSecurityholder.
(e) The Purchaser shall be entitled to propose an amendment, High Street Holder modification or USCo2 Class B Shareholdersupplement to this Plan of Arrangement at any time prior to the Effective Date and, unless such proposal shall be adverse to the interests, whether financial, economic or otherwise, of the Company or any Company Securityholder, the Company shall propose and implement such amendment, modification or supplement in accordance with the process described in paragraphs (a) to (c), as may be applicable.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company GAA, GG and FCR reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser GAA, GG and the Company (subject to the Arrangement Agreement), each acting reasonably, FCR; (iii) filed with the Court and, if made following the Company GAA Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of GAA Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser GAA at any time prior to the Company GAA Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyGG and FCR shall each have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively communication (other than as may be required under the Interim Order), and, if so proposed and accepted by the persons voting at the GAA Meeting, shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company GAA Meeting shall be effective only if if: (i) it is consented to in writing by each of GAA, GG and FCR; (ii) it is filed with the Company and the Purchaser (in each case, acting reasonably), Court; and (iiiii) if required by the Court, it is consented to approved by some or all holders of the Company Shareholders GAA Shares voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this This Plan of Arrangement may be made following the Effective Date and withdrawn prior to the Acquisition Date by Effective Time in accordance with the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion terms of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderAgreement.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company Aurinia, Isotechnika and the Purchaser ILJIN may amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime; provided, provided however, that each such amendment, modification and/or or supplement must be is: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser Aurinia, Isotechnika and the Company (subject to the Arrangement Agreement), each acting reasonably, ILJIN; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any unless such amendment, modification or supplement is, in the reasonable opinion of Aurinia, Isotechnika and ILJIN, of an administrative nature required to better give effect to the implementation of this Plan of Arrangement may be proposed and not adverse to the economic interest of any Former Aurinia Shareholder or former holder of Aurinia Warrants, approved by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyAurinia Shareholders, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted communication or by the Persons voting at Court; and (v) communicated to holders or former holders of Aurinia Shares if and as required by the Company Meeting and the Purchaser MeetingCourt. Each such amendment, respectively (other than as may be required under the Interim Order), modification or supplement shall become part of this Plan of Arrangement for all purposes.
(cb) Any Notwithstanding Subsection 5.1(a) of this Plan of Arrangement, any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company date of the approval of the Arrangement by the Aurinia Shareholders or the Isotechnika Meeting shall be effective only if if: (i) it is consented set out in writing; (ii) agreed to in writing by each of the Company Aurinia, Isotechnika and the Purchaser (in each case, acting reasonably), ILJIN; and (iiiii) if required by the Court, it is consented to approved by some Aurinia Shareholders or all of the Company Isotechnika Shareholders voting in the manner directed by the Court.
(dc) Any Notwithstanding Subsection 5.1(a) of this Plan of Arrangement, any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyIsotechnika; provided, provided however, that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyIsotechnika, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder Former Aurinia Shareholder or USCo2 Class B Shareholderformer holder of Aurinia Warrants.
(d) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 1 contract
Samples: Arrangement Agreement (Aurinia Pharmaceuticals Inc.)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyMirati, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders holders of Common Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Mirati shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Mirati (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyMirati, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyMirati, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement.
(e) This Plan of Arrangement and is not adverse may be withdrawn prior to the economic interest Effective Time in accordance with the terms of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderthe Arrangement Agreement.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be be:
(i) set out in writing, ;
(ii) approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, ;
(iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and ; and
(iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons Company Shareholders voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if and as required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any The Company and the Purchaser may, at any time following the Effective Date, amend, modify or supplement this Plan of Arrangement without the approval of the Company Shareholders provided that each such amendment, modification or supplement to this Plan of Arrangement may (i) must be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Companyset out in writing, provided that it concerns (ii) must concern a matter which, in the reasonable opinion of each of the Company and the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and Arrangement, (iii) is not adverse to the economic interest interests of any former Company ShareholderShareholders, High Street Holder and (iv) need not be filed with the Court or USCo2 Class B Shareholdercommunicated to former Company Shareholders.
(e) This Plan of Arrangement may be withdrawn at any time prior to the Effective Time in accordance with the Arrangement Agreement.
Appears in 1 contract
Samples: Arrangement Agreement (LKQ Corp)
Amendments to Plan of Arrangement. (a) The Company HudBay and Lxxxxx reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser HudBay and the Company (subject to the Arrangement Agreement), each acting reasonably, Lxxxxx; (iii) filed with the Court and, if made following the Company Lxxxxx Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of Lxxxxx Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Lxxxxx at any time prior to the Company Lxxxxx Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyHudBay shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Lxxxxx Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Lxxxxx Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company HudBay and the Purchaser (in each case, acting reasonably), Lxxxxx; and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Lxxxxx Shares voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyHudBay, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyHudBay, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Former Lxxxxx Shareholder.
(e) This Plan of Arrangement may be withdrawn prior to the occurrence of any of the events in Section 3.01 in accordance with the terms of the Arrangement Agreement.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by each of the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company SMART Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders SMART Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by any one of the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser SMART Meeting (provided that the Purchaser SMART or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company SMART Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company SMART Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company SMART Shareholders voting in the manner directed by the Court.
(d) Any Notwithstanding Section 5.1(a), any amendment, modification or supplement to this Plan of Arrangement may be made following the SMART Meeting, without requiring filing with, or approval of, the Court, provided that (i) it is consented to in writing by each of the Parties (in each case, acting reasonably) and (ii) it concerns a matter which is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement.
(e) Notwithstanding Section 5.1(a), any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAcquisitionCo, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAcquisitionCo, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderArrangement.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company Tilray and the Purchaser Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Tilray and the Company (subject to the Arrangement Agreement)Company, each acting reasonably, (iii) be filed with the Court and, if made following the Company Natura Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Natura Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Natura Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Tilray shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Natura Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Natura Meeting shall be effective only if (i) it is consented to in writing by each of Tilray and the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Natura Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyTilray, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyTilray, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder former Natura Shareholder or USCo2 Class B Shareholderformer holder of In-the-money Natura Warrants.
Appears in 1 contract
Samples: Arrangement Agreement (Tilray, Inc.)
Amendments to Plan of Arrangement. (a) The Subject to 5.1(c), the Parent, the Purchaser, the Company and the Purchaser Spinco may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, ; (ii) be approved by the Purchaser and Parent, the Purchaser, the Company (subject to the Arrangement Agreement), each acting reasonably, and Spinco in writing; (iii) if necessary, filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders Shareholders, if and as required by the Court.
(b) Any Subject to 5.1(c), any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Parent, the Purchaser, the Company or the Purchaser Spinco at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Parties shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at or any time prior to the Effective Date, provided that it concerns a matter which, in the reasonable opinion of the Company and provided that the Purchaser shall have consented thereto, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interests of any Company Shareholder.
(d) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Parent, the Purchaser, the Company and the Purchaser Spinco (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(de) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and Parent or the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and Parent or the CompanyPurchaser, as the case may be, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not prejudicial or adverse to the financial or economic interest of any former holder of Company Shareholder, High Street Holder or USCo2 Class B ShareholderSecurities.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company Company, Parent and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company, Parent and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Company, Parent or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement AgreementParent or Purchaser, as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Company, Parent and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Securityholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by Xxxxxx and prior to the Acquisition Date by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser Parent and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.Arrangement. ARTICLE 6
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company and the Purchaser Buyer may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Buyer, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Buyer at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyBuyer, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Buyer (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the holders of Company Shareholders Shares voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyBuyer, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyBuyer, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderArrangement.
Appears in 1 contract
Samples: Arrangement Agreement (ORBCOMM Inc.)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Shareholder if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.
Appears in 1 contract
Samples: Arrangement Agreement
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to or at the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that it (i) concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any holders of Affected Securities or (ii) is an amendment contemplated in Section 5.1(d).
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Affected Securities.
Appears in 1 contract
Samples: Amendment Agreement
Amendments to Plan of Arrangement. (a) The Company and reserves the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company Acquisition Sub (subject such approval not to the Arrangement Agreementbe unreasonably withheld), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (iv) communicated to or approved by Securityholders in the Company Shareholders if and as manner required by the CourtCourt (if so required).
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each Acquisition Sub has consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons Securityholders voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall will be effective only if (i) it is consented to in writing by each of the Company Company, Parent and the Purchaser (in each case, acting reasonably), Acquisition Sub and (ii) if required by the CourtCourt or applicable law, it is consented to by some or all of the Company Shareholders Securityholders voting in the manner directed by the Court.
(d) Any Notwithstanding Section 6.1(c), any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the unilaterally by Acquisition Date by the Purchaser and the Company, Sub provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAcquisition Sub, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer Securityholder.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company and Corporation reserves the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or and/ or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyADSX, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders holders of Common Shares if and as required by the Court.
(b) . Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Corporation at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, ADSX shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) . Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Corporation and the Purchaser (in each case, acting reasonably)ADSX, and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Common Shares voting in the manner directed by the Court.
(d) Any amendment. For the purposes of calculating Net Assets: § The Corporation’s expenses relating to the Acquisition Agreement and the agreement ancillary to it, modification and the transactions contemplated by them, to the extent not previously discharged by the Corporation or supplement to this Plan of Arrangement may be made following not reflected on the Effective Date and prior to the Acquisition Date by the Purchaser and the CompanyBalance Sheet, provided that it concerns shall be deducted as a matter which, liability in the reasonable opinion calculation of Net Assets. For greater certainty, such expenses shall include, but not be limited to, all legal, accounting and investment banking fees and amounts payable for any fairness opinion. § If the Effective Date is not the last day of the Purchaser and month, operating expenses otherwise recorded on the Companylast day of the month shall be pro-rated evenly over all days of that month. § The investment tax credit recoverable shall be the greater of:
(a) the lesser of
(i) the amount recorded on the Corporation’s publicly filed Consolidated Balance Sheet as of September 30, is 2004, and
(ii) the amount recorded on the Effective Date Balance Sheet, and
(b) the lesser of
(i) the Corporation’s available investment tax credits as of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to Effective Date, and
(ii) the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderamount recorded on the Effective Date Balance Sheet for income taxes payable.
Appears in 1 contract
Samples: Acquisition Agreement (Applied Digital Solutions Inc)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may reserve the right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (iviii) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or and the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall will be effective only if such amendment, modification or supplement (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the CourtCourt or applicable law, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date but shall only be effective if it is consented to by each of the Company and prior to the Acquisition Date by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser Company and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of the Company and the Purchaser or any Company Shareholder, High Street Holder former holder of Common Shares or USCo2 Class B ShareholderOptions.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company Aethon and AbraPlata reserve the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Xxxxxx and the Company (subject to the Arrangement Agreement)AbraPlata, each acting reasonably, (iii) filed with the Court and, if made following the Company Aethon Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Aethon Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Xxxxxx at any time prior to the Company Meeting and the Purchaser Aethon Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each AbraPlata has consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Aethon Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Aethon Meeting shall will be effective only if such amendment, modification or supplement (i) it is consented to in writing by each of the Company Aethon and the Purchaser AbraPlata (in each case, case acting reasonably), and (ii) if required by the CourtCourt or applicable Law, it is consented to by some or all all, of the Company Shareholders Aethon Securityholders, as applicable, voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, AbraPlata provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAbraPlata, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Former Aethon Shareholder.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 1 contract
Samples: Arrangement Agreement
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Company and the Company Purchaser (subject to the Arrangement Agreement), each acting reasonably), (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if such amendment, modification or supplement is consented to (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any former holder of Common Shares, Company ShareholderOptions, High Street Holder Company Warrants or USCo2 Class B ShareholderCompany Debentures.
Appears in 1 contract
Samples: Arrangement Agreement
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be be:
(i) set out in writing, ;
(ii) approved in writing in advance by the Purchaser and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, ;
(iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and ; and
(iv) communicated to or approved by holders of the Company Shareholders Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented thereto in writing theretoand in advance) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting and prior to the Effective Time shall be effective only if if:
(i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and ; and
(ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Shares voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAcquiror, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and or the CompanyAcquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder former holder of Shares or USCo2 Class B ShareholderOptions.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may reserve the right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser Company and the Company (subject to the Arrangement Agreement), each acting reasonablyPurchaser, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Company and the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall will be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), Purchaser; and (ii) if required by the CourtCourt or applicable law, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Former Company Shareholder.
(e) The Purchaser shall be entitled to propose an amendment, modification or supplement to this Plan of Arrangement at any time prior to the Effective Time and, unless such proposal shall be adverse to the financial or economic interests of any Company ShareholderSecurityholders, High Street Holder the Company shall propose and implement such amendment, modification or USCo2 Class B Shareholdersupplement in accordance with the process described in paragraphs (a) to (c) of this Section 5.1, as may be applicable.
Appears in 1 contract
Samples: Arrangement Agreement (Thompson Creek Metals Co Inc.)
Amendments to Plan of Arrangement. (a) The Company Suncor and the Purchaser Petro-Canada may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Suncor and the Company (subject to the Arrangement Agreement), each acting reasonablyPetro-Canada, (iii) filed with the Court and, if made following the Company Suncor Shareholders’ Meeting or Petro-Canada Shareholders’ Meeting, approved by the Court, Court and (iv) communicated to or approved by holders of the Company Shareholders Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Suncor or the Purchaser Petro-Canada at any time prior to the Company Suncor Shareholders’ Meeting and the Purchaser or Petro-Canada Shareholders’ Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Party shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Suncor Shareholders’ Meeting and the Purchaser Meeting, respectively or Petro-Canada Shareholders’ Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Suncor Shareholders’ Meeting or Petro-Canada Shareholders’ Meeting shall be effective only if (i) it is consented to in writing by each of the Company Suncor and the Purchaser Petro-Canada (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Suncor Shares or Petro-Canada Shares, as applicable, voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAmalco, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAmalco, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of Suncor Shares, High Street Holder Petro-Canada Shares, Suncor Options or USCo2 Class B ShareholderPetro-Canada Options.
Appears in 1 contract
Samples: Arrangement Agreement (Petro-Canada)
Amendments to Plan of Arrangement. (a) The Company Subject to the provisions of the Interim Order and the Purchaser may amendany Final Order, modify and/or any amendment, modification or supplement to this Plan of Arrangement may be made jointly by the Partnership, GP, the Corporation and the Purchaser at any time and from time to time following the Partnership Meeting and prior to the Effective Time, Time or unilaterally by the Purchaser at any time following the completion of the Arrangement; provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (ivii) communicated to or approved by the Company Partnership Unitholders and Corporation Shareholders if and as required by the Court; provided however that notwithstanding items (i) and (ii), any such amendment, modification or supplement to this Plan of Arrangement may be made without the approval of or communication to the Court, the Partnership Unitholders or the Corporation Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Partnership, GP, the Corporation and/or the Purchaser, as applicable, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of the Partnership Unitholders and the Corporation Shareholders.
(b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed jointly by the Company Partnership, GP, the Corporation or the Purchaser at any time at or prior to the Company Partnership Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Partnership Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Partnership Meeting shall be effective only if (i) it is consented to in writing by each of the Company Partnership, GP, the Corporation and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Partnership Unitholders and the Corporation Shareholders voting in the manner directed by the Court.
(d) Any amendmentIf, modification prior to the Effective Date, any term or supplement provision of this Plan of Arrangement, or the application thereof, is held by the Court to be invalid, void or unenforceable, the Court, at the request of any of the Partnership, GP, the Corporation and/or the Purchaser, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Plan of Arrangement shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation.
(e) If, prior to the Effective Time, the Purchaser determines in its sole discretion that the Bridge Loans will be drawn upon in connection with the completion of the Arrangement, the Plan of Arrangement may be made following unilaterally amended by the Effective Date Purchaser without requiring the consent or approval of the Corporation, GP, the Partnership or the Court as necessary (i) to provide that all amounts of cash to be paid under the Arrangement to Partnership Unitholders and Corporation Shareholders (excluding the amounts paid in satisfaction of the Purchaser Note and under Section 2.3(h)) be paid by the issuance of non-interest bearing demand promissory notes of the Purchaser in an aggregate principal amount equal to such cash (“Holder Notes”) in lieu of cash and (ii) to add to Section 2.3 an additional and final step, being the payment of cash by the Purchaser to the holders of the Holder Notes in an amount equal to the principal amount thereof in full satisfaction of the Holder Notes, and the consequent cancellation of such notes.
(f) This Plan of Arrangement may be withdrawn prior to the Acquisition Date by Effective Time in accordance with the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion terms of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderAgreement.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company 7.1.1 TPCO, Gold Flora and the Purchaser Newco may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Arrangement Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by TPCO, Stately (only to the Purchaser extent such amendment, modification and/or supplement adversely affects Stately or the Stately Shareholders), Gold Flora and the Company Newco in writing (subject to the Arrangement Business Combination Agreement), each acting reasonably, (iii) be filed with the Court and, if made following the Company TPCO Meeting or the Stately Meeting, approved by the Court, and (iv) communicated to or approved by the Company TPCO Shareholders and/or Stately Shareholders if and as required by the Court.
(b) 7.1.2 Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company TPCO, Gold Flora or the Purchaser Newco at any time prior to the Company earlier of the TPCO Meeting and the Purchaser Stately Meeting (provided that TPCO, Stately (only to the Purchaser extent such amendment, modification or supplement adversely affects Stately or the CompanyStately Shareholders), Gold Flora or Newco (subject to the Arrangement Business Combination Agreement), as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company TPCO Meeting and the Purchaser Meeting, respectively Stately Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) 7.1.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company TPCO Meeting or the Stately Meeting shall be effective only if (i) it is consented to in writing by each of TPCO, Stately (only to the Company extent such amendment, modification and/or supplement adversely affects Stately or the Stately Shareholders), Gold Flora, and the Purchaser Newco (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company TPCO Shareholders or Stately Shareholders, as applicable, voting or consenting, as the case may be, in the manner directed by the Court.
(d) 7.1.4 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Arrangement Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAmalco, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAmalco, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company former TPCO Shareholder, High Street Holder Stately Shareholder or USCo2 Class B ShareholderGold Flora Member.
7.1.5 Notwithstanding the foregoing, if the TPCO Shareholders approve the TPCO Arrangement Resolution but the Stately Shareholders do not approve the Stately Arrangement Resolution or any of the other conditions precedent to the Arrangement involving Stately cannot be satisfied, this Plan of Arrangement shall be deemed to have been amended prior to the Arrangement Effective Date, without the need to obtain any further approvals or consents of any of the Parties or the Court, to: (i) provide that the Plan of Arrangement will be binding on TPCO, Gold Flora, Newco, Amalco (upon and following the Amalgamation), the TPCO Shareholders, the Newco Shareholders, the Amalco Shareholders (upon and following the Amalgamation), the holders of TPCO Stock Options, the holders of TPCO Non-Vesting RSUs, the holders of TPCO PSUs, the holders of TPCO Warrants, any Depositary, the transfer agents in respect of the TPCO Shares, the Newco Shares and the Amalco Shares, and all other Persons, but will not be binding on Stately, the Stately Shareholders or the holders of Stately Warrants in any respect other than in their capacity as beneficial security holders of Gold Flora or TPCO, and (ii) remove all applicable references to Stately, the Stately Shares and the Stately Warrants in the Plan of Arrangement. The Parties expressly agree to take all necessary steps and make any other consequential or incidental changes or amendments as may be necessary or required to give effect to the foregoing.
7.1.6 This Plan of Arrangement may be withdrawn prior to the Arrangement Effective Time in accordance with the terms of the Business Combination Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (TPCO Holding Corp.)
Amendments to Plan of Arrangement. (a) The Company Company, Canopy and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by Canopy, the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Floating Shareholders if and as required by the Court.
(b) . Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Company, Canopy or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that Canopy, the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) . Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Company, Canopy and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Floating Shareholders voting in the manner directed by the Court.
(d) . Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by Canopy, the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of Canopy, the Purchaser and the CompanyCompany and on the advice of counsel, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Floating Shareholder, High Street Holder or USCo2 Class B Shareholder. Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order further to document or evidence any of the transactions or events set out in this Plan of Arrangement.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company AuRico and the Purchaser Alamos may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser AuRico and the Company (subject to the Arrangement Agreement), each acting reasonablyAlamos in writing, (iii) filed with the Court and, if made following the Company AuRico Arrangement Meeting or Alamos Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Alamos Shareholders and AuRico Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company AuRico or the Purchaser Alamos at any time prior to the Company AuRico Arrangement Meeting and the Purchaser or Alamos Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Party shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company AuRico Arrangement Meeting and the Purchaser Meeting, respectively or Alamos Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company AuRico Arrangement Meeting or Alamos Meeting shall be effective only if (i) it is consented to in writing by each of the Company AuRico and the Purchaser Alamos (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some AuRico Shareholders or all of the Company Shareholders Alamos Shareholders, as applicable, voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAmalco, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAmalco, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of New AuRico, New AuRico Shareholders or any Company Shareholderformer holder of Alamos Shares, High Street Holder Alamos Warrants, Alamos Options, Alamos DSUs, Alamos SARs, AuRico Shares, AuRico DSUs, AuRico PSUs, AuRico RSUs or USCo2 Class B ShareholderAuRico Options.
(e) Notwithstanding anything in this Plan of Arrangement or the Arrangement Agreement, Alamos and AuRico shall be entitled at any time prior to or following the AuRico Meeting or the Alamos Meeting, to modify this Plan of Arrangement with respect to the Sections 1.1, 2.2, 2.3(a) to 2.3(e)(ix), 2.3(q)(v) and 2.3(q)(vi), provided such modifications are not materially adverse to the financial or economic interests of Alamos Shareholders, AuRico Shareholders or holders of Alamos Warrants, Alamos DSUs, Alamos RSUs, Alamos Options, Alamos SARs, AuRico PSUs, AuRico RSUs, AuRico DSUs or AuRico Options entitled to receive the consideration under Section 2.3.
(f) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company Acquiror and the Purchaser may Company reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyother, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Acquiror or the Company or the Purchaser at any time prior to or at the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all each of Parent and the Company Shareholders voting in the manner directed by the CourtCompany.
(d) Any amendment, modification or supplement to this the Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, ; provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of Parent or any Company holder of Common Shares. This SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 29, 2005 by and among Fortezza Holdings S.à.x.x., a Luxembourg société à responsabilité limitée (“Parent”), Beech Investment Corp., a corporation incorporated under the laws of the Province of British Columbia and a wholly-owned Subsidiary of Parent (“Subco”), Xxxx Xxxxxx (“Xxxxxx”), Xxxx Xxxxxx Holdings, Inc., a British Columbia corporation (“Xxxxxx Holdings” and, together with Xxxxxx, each a “Shareholder” and, High Street Holder or USCo2 Class B Shareholdercollectively, the “Shareholders”), and, for the purposes of Section 9 hereof only, MDSI Mobile Data Solutions Inc., a corporation incorporated under the federal laws of Canada (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Arrangement Agreement (as defined below).
Appears in 1 contract
Samples: Arrangement Agreement (Mdsi Mobile Data Solutions Inc /Can/)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parent may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Parent, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or and/or supplement to this Plan of Arrangement Arrangement, if approved by the Company and Parent, each acting reasonably, may be proposed by the Company or the Purchaser Parent at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyMeeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or and/or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parent (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or and/or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, Parent provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyParent, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former holder of Shares or Company ShareholderOptions.
(e) Notwithstanding anything to the contrary contained herein, High Street Holder any amendment, modification and/or supplement to this Plan of Arrangement may be made by the written consent of each of the Company and Parent at any time and from time to time without the approval of or USCo2 Class B Shareholdercommunication to the Court or the Shareholders, provided that each such amendment, modification and/or supplement concerns a matter which, in the reasonable opinion of Parent, is of an administrative nature or required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Shareholders.
(f) Notwithstanding anything in this Plan of Arrangement or the Arrangement Agreement, Parent and the Company shall be entitled at any time prior to or following the Company Meeting to modify this Plan of Arrangement with respect to any Pre-Arrangement Reorganization effected in accordance with the terms of the Arrangement Agreement without any prior notice or communication or approval of the Court, the Shareholders or the holders of the Company Options, provided that such modifications are not adverse to the financial or economic interests of the Shareholders or the holders of the Company Options entitled to receive the applicable consideration under Section 2.03.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may reserve the right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyCompany, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or and the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall will be effective only if such amendment, modification or supplement (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the CourtCourt or applicable law, it is consented to by some or all of the Company Shareholders Securityholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Former Company Shareholder or former holder of Company Options or Company DSUs, and such amendments, modifications or supplements need not be filed with the Court or communicated to the Former Company Shareholders or former holders of Company Options or Company DSUs.
(e) The Purchaser shall be entitled to propose an amendment, modification or supplement to this Plan of Arrangement at any time prior to the Effective Time and, unless such proposal shall be adverse to the financial or economic interests of any Company ShareholderSecurityholders, High Street Holder the Company shall propose and implement such amendment, modification or USCo2 Class B Shareholdersupplement in accordance with the process described in paragraphs (a) to (c) of this Section 6.1, as may be applicable.
Appears in 1 contract
Amendments to Plan of Arrangement. (a1) The Company Corporation and the Purchaser may amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by Purchaser (in the Purchaser and case of an amendment, modification or supplement by Corporation) or Corporation (in the Company (subject to the Arrangement Agreementcase of an amendment, modification or supplement by Purchaser), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Corporation in accordance with the Company or the Purchaser Arrangement Agreement at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted approved by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Corporation and the Purchaser (in each case, acting reasonably)Purchaser, and (ii) if required by the Court, it is consented to approved by some or all of the Company Shareholders voting in the manner directed by the Court.
(d4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest interests of any Company ShareholderShareholders or holders of Options, High Street Holder RSUs or USCo2 Class B ShareholderDSUs and such amendment, modification or supplement to the Plan of Arrangement need not be filed with the Court or communicated to former Shareholders.
Appears in 1 contract
Samples: Arrangement Agreement (Nordion Inc.)
Amendments to Plan of Arrangement. (a) The Company Mercator and Creston reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Mercator and the Company (subject to the Arrangement Agreement), each acting reasonablyCreston, (iii) filed with the Court and, if made following the Company Creston Meeting, approved by the Court, and (iv) communicated to holders or approved by the Company Shareholders former holders of Creston Shares if and as required by the Court.
(b) . Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Creston at any time prior to the Company Creston Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyMercator shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Creston Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) . Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Creston Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Mercator and the Purchaser (in each case, acting reasonably), Creston; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Creston Securityholders voting in the manner directed by the Court.. BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. The arrangement (das may be modified or amended, the "Arrangement") Any amendmentunder the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving the Company and its shareholders, modification all as more particularly described and set forth in the plan of arrangement (as may be modified or supplement amended, the "Plan of Arrangement") substantially in the form attached as _ to this the management information circular of the Company dated May _, 2011 (the "Information Circular"), is hereby authorized, approved and agreed to;
2. The Plan of Arrangement is hereby approved and adopted;
3. The arrangement agreement dated April 11, 2011 among Mercator Minerals Ltd., the Company and 0907385 B.C. Ltd., as may be made following amended from time to time (the Effective Date "Arrangement Agreement"), the actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and causing the performance by the Company of its obligations thereunder be, and they are hereby confirmed, ratified, authorized and approved;
4. Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed) by the shareholders of the Company or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company be, and they are hereby, authorized and empowered without further approval of the shareholders of the Company (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement, and (ii) not to proceed with the Arrangement at any time prior to the Acquisition Date by Effective Time (as defined in the Purchaser Arrangement Agreement); and
5. Any one director or officer of the Company be, and is hereby, authorized, empowered and instructed, acting for, in the name and on behalf of the Company, provided that it concerns a matter whichto execute or cause to be executed, in under the reasonable opinion seal of the Purchaser Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the Companymatters authorized thereby, is such determination to be conclusively evidenced by the execution and delivery of an administrative nature required to better give effect to such document or the implementation doing of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder such act or USCo2 Class B Shareholderthing.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company PurchaserParent and CRH reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser PurchaserParent and the Company (subject to the Arrangement Agreement), each acting reasonably, CRH; (iii) filed with the Court and, if made following the Company CRH Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of CRH Shares and Subscription Receipts if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser CRH at any time prior to the Company CRH Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyPurchaserParent shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company CRH Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim OrderOrder or as may affect the rights of a holder of Subscription Receipts), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company CRH Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company PurchaserParent and CRH; (ii) it is filed with the Purchaser (in each case, acting reasonably), Court and (iiiii) if required by the Court, it is consented to by some or all CRH Securityholders and/or the holders of the Company Shareholders Subscription Receipts voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyPurchaserParent, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyPurchaserParent, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Former CRH Shareholder, High Street Holder Former CRH Optionholder, former holder of Subscription Receipts or USCo2 Class B ShareholderFormer CRH RSU Holder.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company 5.1.1 StudioCo and the Purchaser New SEAC may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Arrangement Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser each of StudioCo and the Company SEAC in writing (subject to the Arrangement Business Combination Agreement), each acting reasonably, ) (iii) be filed with the Court and, if made following the Company SEAC Shareholders Meeting, approved by the Court, and (iv) communicated to or approved by the Company SEAC Shareholders if and as required by the Court.
(b) 5.1.2 Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company StudioCo or the Purchaser SEAC at any time prior to the Company Meeting and the Purchaser SEAC Shareholders Meeting (provided that the Purchaser StudioCo or the CompanySEAC, subject to the Arrangement Agreementas applicable, have each has also consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company SEAC Shareholders Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) 5.1.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company SEAC Shareholders Meeting shall be effective only if (i) it is consented to in writing by each of the Company StudioCo and the Purchaser (in each case, acting reasonably)SEAC, and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders SEAC Shareholders, as applicable, voting or consenting, as the case may be, in the manner directed by the Court.
(d) 5.1.4 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Closing Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPubCo, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPubCo, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder former SEAC Amalco Shareholder or USCo2 Class B StudioCo Shareholder.
5.1.5 This Plan of Arrangement may be withdrawn prior to the Arrangement Effective Time in accordance with the terms of the Business Combination Agreement.
Appears in 1 contract
Samples: Business Combination Agreement (Screaming Eagle Acquisition Corp.)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, ; provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Parent and the Company (subject to the Arrangement Agreement), each acting reasonablyAcquisition Sub, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Parent and Acquisition Sub shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Company, Parent and the Purchaser Acquisition Sub (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyParent, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyParent, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B former Shareholder.
(e) This Plan of Arrangement may be withdrawn prior to the occurrence of any of the events in SECTION 2.03 in accordance with the terms of the Arrangement Agreement.
Appears in 1 contract
Samples: Arrangement Agreement (Ipsco Inc)
Amendments to Plan of Arrangement. (a) The Company Company, Canopy and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by Canopy, the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Floating Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Company, Canopy or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that Canopy, the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if
(i) it is consented to in writing by each of the Company Company, Canopy and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Floating Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by Canopy, the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of Canopy, the Purchaser and the CompanyCompany and on the advice of counsel, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Floating Shareholder, High Street Holder or USCo2 Class B Shareholder.
Appears in 1 contract
Samples: Arrangement Agreement
Amendments to Plan of Arrangement. (a) The Company Corporation, the Parent and the Purchaser may Acquiror reserves the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement)parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed Arrangement, if agreed to by the Company or the Purchaser parties, made at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted approved by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Corporation, the Parent and the Purchaser Acquiror (in each case, acting reasonably), and (ii) if required by the Court, it is consented to approved by some or all of the Company Shareholders Securityholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAcquiror, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAcquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and Arrangement, is not materially adverse to the financial or economic interest interests of any Company ShareholderSecurityholders or Optionholders, High Street Holder or USCo2 Class B Shareholderand is agreed to by the Corporation, acting reasonably.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company Bridgeport, Premier Gold and Premier Royalty reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Bridgeport, Premier Gold and the Company (subject to the Arrangement Agreement), each acting reasonablyPremier Royalty, (iii) filed with the Court and, if made following the Company Bridgeport Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders holders of Bridgeport Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Bridgeport at any time prior to the Company Bridgeport Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyPremier Gold and Premier Royalty shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Bridgeport Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Bridgeport Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Bridgeport, Premier Gold and the Purchaser (in each case, acting reasonably), Premier Royalty; and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Bridgeport Shares voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyBridgeport, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyBridgeport, is of an administrative nature required to better give effect to the implementation of implement this Plan of Arrangement and is not adverse to the financial or economic interest of any Company Shareholder, High Street Holder holder of Bridgeport Shares or USCo2 Class B Shareholderany former holder of Premier Royalty Shares.
Appears in 1 contract
Samples: Business Combination Agreement (Bridgeport Ventures Inc.)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Pure Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Pure Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Pure LP or the Purchaser at any time prior to the Company Meeting and the Purchaser Pure Meeting (provided that the Purchaser Pure LP or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Pure Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Pure Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Unitholders and, unless a Debentureholder Event has occurred, the Debentureholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it solely concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer Pure Securityholder.
Appears in 1 contract
Samples: Arrangement Agreement
Amendments to Plan of Arrangement. (a) The Company Teck and the Purchaser Elk Valley may amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be be: (i) set out agreed to in writing, (ii) approved writing by the Purchaser Teck and the Company (subject to the Arrangement Agreement)Elk Valley, each acting reasonably, ; (iiiii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iviii) approved by some or all of the Teck Shareholders and/or communicated to or approved by the Company Teck Shareholders if and as required by the Court, and in either case in the manner required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Teck or the Purchaser Elk Valley at any time prior to or at the Company Meeting and the Purchaser Meeting (provided that the Purchaser Teck or the CompanyElk Valley, subject to the Arrangement Agreementas applicable, will have each consented in writing thereto) with or without any other prior notice or communicationcommunication to Teck Shareholders, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall will be effective only if if: (i) it is consented agreed to in writing by Teck and Elk Valley, each of the Company and the Purchaser (in each case, acting reasonably), ; (ii) it is approved by the Court; and (iiiii) if required by the Court, it is consented to approved by some or all of the Company Teck Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made at any time following the Effective Date Time by Teck and prior to Elk Valley without the Acquisition Date by approval of the Purchaser and Court, the CompanyTeck Shareholders or the shareholders of Elk Valley, provided that it concerns a matter which, in the reasonable opinion of the Purchaser Teck and the CompanyElk Valley, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and or is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder holder or USCo2 Class B Shareholderformer holder of Teck Shares or any holder of Elk Valley Shares.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, then approved by the CourtCourt and, if the Court directs, approved by the Company Shareholders and (iv) communicated to or approved by the Company Shareholders if and as required by the Court, and in either case in the manner required by the Court.
(b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date by the Company and prior the Purchaser without the approval of or communication to the Acquisition Date by Court or the Purchaser and the CompanyCompany Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser Company and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any of the Company Shareholder, High Street Holder or USCo2 Class B ShareholderShareholders.
(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the Arrangement Agreement.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company Parent and the Purchaser Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be be: (i) set out in writing, ; (ii) approved by the Purchaser Parent and the Company (subject to the Arrangement Agreement)in writing, each acting reasonably, ; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or and/or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Parent at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Parent or the Company, subject to the Arrangement Agreementas applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of Parent and the Company and the Purchaser (in each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Shareholders, voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to Notwithstanding anything in this Plan of Arrangement may be made or the Arrangement Agreement, Parent and the Company may, and following the Effective Date Time, Parent may unilaterally, amend, modify and/or supplement this Plan of Arrangement at any time and prior from time to time without the Acquisition Date by approval of, or communication to, the Purchaser and Court, the CompanyCompany Shareholders or any other Persons, provided that it concerns each such amendment, modification and/or supplement (i) must concern a matter which, in the reasonable opinion of each of the Purchaser Company and the CompanyParent, is of an administrative nature nature, required to better give effect to the implementation of this Plan of Arrangement or required in connection with any Pre-Closing Restructuring, and (ii) is not adverse to the economic interest interests of any Company ShareholderShareholders or, High Street Holder or USCo2 Class B Shareholderto the extent the amendment, modification and/or supplement is made following the Effective Time, former Company Shareholders.
Appears in 1 contract
Samples: Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyPurchaser, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest of any the Company Shareholder, High Street Holder or USCo2 Class B ShareholderShareholders.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company Company, Canopy and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by Canopy, the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Floating Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Company, Canopy or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that Canopy, the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Company, Canopy and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Floating Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by Canopy, the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of Canopy, the Purchaser and the CompanyCompany and on the advice of counsel, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Floating Shareholder, High Street Holder or USCo2 Class B Shareholder.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company AuRico and the Purchaser Alamos may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser AuRico and the Company (subject to the Arrangement Agreement), each acting reasonablyAlamos in writing, (iii) filed with the Court and, if made following the Company AuRico Arrangement Meeting or Alamos Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Alamos Shareholders and AuRico Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company AuRico or the Purchaser Alamos at any time prior to the Company AuRico Arrangement Meeting and the Purchaser or Alamos Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Party shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company AuRico Arrangement Meeting and the Purchaser Meeting, respectively or Alamos Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company AuRico Arrangement Meeting or Alamos Meeting shall be effective only if (i) it is consented to in writing by each of the Company AuRico and the Purchaser Alamos (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some AuRico Shareholders or all of the Company Shareholders Alamos Shareholders, as applicable, voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAmalco, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAmalco, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of New AuRico, New AuRico Shareholders or any Company Shareholderformer holder of Alamos Shares, High Street Holder Alamos Warrants, Alamos Options, Alamos DSUs, Alamos SARs, AuRico Shares, AuRico DSUs, AuRico PSUs, AuRico RSUs or USCo2 Class B ShareholderAuRico Options.
(e) Notwithstanding anything in this Plan of Arrangement or the Arrangement Agreement, Alamos and AuRico shall be entitled at any time prior to or following the AuRico Meeting or the Alamos Meeting, to modify this Plan of Arrangement with respect to the Sections 1.1, 2.2, 2.3(a) to 2.3(e), 2.3(s)(v) and 2.3(s)(vi), provided such modifications are not materially adverse to the financial or economic interests of Alamos Shareholders, AuRico Shareholders or holders of Alamos Warrants, Alamos DSUs, Alamos RSUs, Alamos Options, Alamos SARs, AuRico PSUs, AuRico RSUs, AuRico DSUs or AuRico Options entitled to receive the consideration under Section 2.3.
(f) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 1 contract
Amendments to Plan of Arrangement. (a1) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (ia) set out in writing, (iib) approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iiic) filed with the Court and, if made following the Company Meeting, approved by the Court, and (ivd) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court.
(b2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by any of the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Parties have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (ia) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (iib) if required by the Court, it is consented to by some or all of the Company Common Shareholders voting in the manner directed by the Court. Any amendment, modification or supplement to this Plan of Arrangement may be made following the Company Meeting without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that (i) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any Company Securityholder or (ii) is an amendment contemplated in Section 2.4 or Section 5.1(4).
(d4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior unilaterally by the Purchaser, without communication to the Acquisition Date by the Purchaser and the CompanyCompany Securityholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B ShareholderSecurityholder.
(5) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
Appears in 1 contract
Samples: Arrangement Agreement (Student Transportation Inc.)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders holders of Common Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Common Shareholders voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Common Shareholder.
Appears in 1 contract
Samples: Arrangement Agreement (Aphria Inc.)
Amendments to Plan of Arrangement. (a) The Company MergerCo, Comamtech and DecisionPoint reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Comamtech, MergerCo and the Company (subject to the Arrangement Agreement)DecisionPoint, each acting reasonably, and (iii) filed with the Court and, if made following the Company DecisionPoint Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Comamtech at any time prior to the Company DecisionPoint Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyDecisionPoint shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Comamtech Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company DecisionPoint Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Comamtech, MergerCo and the Purchaser (in each case, acting reasonably), DecisionPoint; and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders shares voting in the manner directed by the Court.
(d) Any This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.
(e) MergerCo, Comamtech and DecisionPoint may amend, modify or supplement this Plan of Arrangement unilaterally following the Comamtech Meeting without the approval of the Comamtech Shareholders provided that each amendment, modification or supplement to this Plan of Arrangement may (i) must be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Companyset out in writing, provided that it concerns (ii) concern a matter which, in the reasonable opinion of the Purchaser DecisionPoint, MergerCo and the CompanyComamtech, in each case, acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and Arrangement, (iii) is not adverse to the financial or economic interest interests of any Company ShareholderComamtech Shareholders.
(f) Each of MergerCo and Comamtech reserves the right to amend or modify the provisions of Sections 3.4, High Street Holder or USCo2 Class B Shareholder3.5(d), 3.5(f), 3.5(g), 3.5(h), 3.5(j), 3.6 and 3.7 of this Plan of Arrangement in their sole discretion without the approval of the Comamtech Shareholders; provided that the amendments are approved by DecisionPoint.
Appears in 1 contract
Samples: Arrangement Agreement (DecisionPoint Systems, Inc.)
Amendments to Plan of Arrangement. (a1) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties in writing, each acting reasonably, (iii) be filed with the Court and, if made following the Company Corporation Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court.
(b2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Corporation Meeting (provided that the Purchaser or the Companyother Parties, subject to the Arrangement Agreementas applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Corporation Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Corporation Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Corporation Shareholders voting in the manner directed by the Court.
(d4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the CompanyPurchasers, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchasers, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Affected Securities.
Appears in 1 contract
Samples: Arrangement Agreement (Phi Inc)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be be:
(i) set out in writing, ;
(ii) approved in writing in advance by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Purchaser;
(iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and ; and
(iv) communicated to or approved by holders of the Company Shareholders Shares if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented thereto in writing theretoand in advance) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting and prior to the Effective Time shall be effective only if if:
(i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and ; and
(ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Shares voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and or the CompanyAcquiror, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and or the CompanyAcquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of Shares, High Street Holder Options or USCo2 Class B ShareholderEquity-Based Compensation Units.
Appears in 1 contract
Amendments to Plan of Arrangement. (a) The Company U.S. Merger Partner and the Purchaser Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be must: (i) be set out in writing, ; (ii) be approved by the Purchaser U.S. Merger Partner and the Company (subject to the Arrangement Agreement), each acting reasonably, Company; (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) be communicated to or approved by the Company Shareholders if and as required by the Court.
(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, U.S. Merger Partner shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of U.S. Merger Partner and the Company and the Purchaser (in each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Common Shares, voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Former Shareholder or any Former Optionholder and such amendments, modifications or supplements to this Plan Arrangement need not be filed with Court or communicated to any Former Shareholder or any Former Optionholder.
(e) CanCo Parent may amend, modify and/or supplement Article 3 of this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that each such amendment, modification and/or supplement does not and will not have an adverse impact on any holder of Company ShareholderCommon Shares, High Street Holder Company AA Shares or USCo2 Class B ShareholderOptions.
Appears in 1 contract
Samples: Arrangement Agreement (Edgewater Technology Inc/De/)
Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if the Company Meeting is held and such amendment, modification and/or supplement is made following the Company Meeting, approved by the Court, unless such amendment, modification and/or supplement concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature, and (iv) communicated to or approved by the Company Shareholders Securityholders, if and as required by the Court.
(b) Any If the Company Meeting is held, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or and the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or Company and the CompanyPurchaser, subject to the Arrangement Agreementeach acting reasonably, as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Securityholders, voting in the manner directed by the Court.
(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any former Company Shareholder, High Street Holder or USCo2 Class B ShareholderSecurityholder.
Appears in 1 contract