Common use of Amendments to Plan of Arrangement Clause in Contracts

Amendments to Plan of Arrangement. In addition: (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 (i) be set out in writing, (ii) be approved by the Company and the Purchaser, 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 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 (provided that the Company or the Purchaser, as applicable, shall have consented thereto in writing) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company 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 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 unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, 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 any former Company Shareholders, Company Optionholder or Company Warrantholder.

Appears in 2 contracts

Samples: Arrangement Agreement (SNDL Inc.), Arrangement Agreement (Valens Company, Inc.)

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Amendments to Plan of Arrangement. In addition: (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) be set out in writing, (ii) be approved by the Company and the Purchaser, 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 pursuant to Section 7.1(a) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Company or the Purchaser, as applicable, Purchaser shall have consented thereto in writingthereto, such consent not to be unreasonably withheld or delayed) 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 (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 unilaterally but shall only be effective if it is consented to by each of the Purchaser, Company and the Purchaser provided that it such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, 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 Company and the Purchaser or any former Company Shareholders, Company Optionholder or Company WarrantholderSecurityholder.

Appears in 2 contracts

Samples: Arrangement Agreement (HEXO Corp.), Arrangement Agreement (HEXO Corp.)

Amendments to Plan of Arrangement. In addition: (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 (i) be set out in writing, (ii) be approved by the Company Parent and the Purchaser, each acting reasonablyCompany (subject to the Arrangement Agreement), (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) be communicated to 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 Parent at any time prior to the Company Meeting (provided that the Company Parent or the PurchaserCompany (subject to the Arrangement Agreement), as applicable, shall have consented thereto in writing) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company 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 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 supplement to this Plan of Arrangement may be made following the Effective Date Time unilaterally by the PurchaserParent, provided that it concerns a matter which, in the reasonable opinion of the PurchaserParent, 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 interests interest of any former Company Shareholders, Company Optionholder or Company WarrantholderShareholder. (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: Arrangement Agreement (Owens Corning), Arrangement Agreement (Masonite International Corp)

Amendments to Plan of Arrangement. In addition: (a) The Company and the Purchaser AcquisitionCo 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 must: (i) be set out in writing, ; (ii) be approved by the Company and the PurchaserAcquisitionCo, 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 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 AcquisitionCo at any time prior to the Company Meeting (provided that the Company or the PurchaserAcquisitionCo, as applicable, shall have consented thereto in writingthereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company 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 Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and the Purchaser AcquisitionCo (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 the PurchaserAmalco, provided that it concerns a matter which, in the reasonable opinion of the PurchaserAmalco, 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 interest of any former holder of Company Shareholders, Company Optionholder Shares or Company WarrantholderLTIP Units.

Appears in 1 contract

Samples: Arrangement Agreement (Maxar Technologies Ltd.)

Amendments to Plan of Arrangement. In addition: (a1) 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) be set out in writing, (ii) be approved by the Company and the Purchaser, 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. (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 (provided that the Company or the Purchaser, as applicable, Purchaser shall have consented thereto in writingthereto, such consent not to be unreasonably withheld, conditioned or delayed‎) 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 (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 (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. (d4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally but shall only be effective if it is consented to by each of the Purchaser, Parties provided that it such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, 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 Company and the Purchaser or any former Company Shareholders, Company Optionholder or Company WarrantholderSecurityholder.

Appears in 1 contract

Samples: Arrangement Agreement (Trulieve Cannabis Corp.)

Amendments to Plan of Arrangement. In addition: (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 (i) be set out in writing, (ii) be approved by the Company and the Purchaser, 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 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 (provided that the Company or the Purchaser, as applicable, shall have consented thereto in writing) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company 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 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 unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, 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 any former holder of Company Shareholders, Company Optionholder or Company WarrantholderShares.

Appears in 1 contract

Samples: Arrangement Agreement (Sundial Growers Inc.)

Amendments to Plan of Arrangement. In addition: (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 Company and the Purchaser, 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 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 (provided that the Company or the Purchaser, as applicable, shall have consented thereto in writingthereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company 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 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 unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, 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 interest of any former holder of Company Shareholders, Company Optionholder or Company WarrantholderSecurities.

Appears in 1 contract

Samples: Amending Agreement

Amendments to Plan of Arrangement. In addition: (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 (i) be set out in writing, (ii) be approved by the Company and the Purchaser, 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 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 the Company or the Purchaser at any time prior to the Company Meeting (provided that the Company or the Purchaser, as applicable, shall have consented thereto in writingthereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (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 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. (d4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it solely concerns a matter which, in the reasonable opinion of the Purchaser, 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 interest of any former Company Shareholders, Company Optionholder or Company WarrantholderSecurityholder.

Appears in 1 contract

Samples: Arrangement Agreement (Lantronix Inc)

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Amendments to Plan of Arrangement. In addition: (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 (i) be set out in writing, (ii) be approved by the Company and the Purchaser, 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 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 (provided that the Company or the Purchaser, as applicable, shall have consented thereto in writingthereto) 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 (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. . “A” - 10 (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 unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, 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 any former Company Shareholders, Company Optionholder or Company Warrantholder.

Appears in 1 contract

Samples: Arrangement Agreement (SG Enterprises, II LLC)

Amendments to Plan of Arrangement. In addition: (a) 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) be set out in writing, (ii) be approved by the Company and the Purchaser, 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) b. Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 7.1(a) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Company or the Purchaser, as applicable, Purchaser shall have consented thereto in writingthereto, such consent not to be unreasonably withheld or delayed) 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 (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes. (c) 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) d. Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally but shall only be effective if it is consented to by each of the Purchaser, Company and the Purchaser provided that it such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, 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 Company and the Purchaser or any former Company Shareholders, Company Optionholder or Company WarrantholderSecurityholder.

Appears in 1 contract

Samples: Waiver and Amendment Agreement

Amendments to Plan of Arrangement. In addition: (a) The Company Alamos and the Purchaser Argonaut 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 Company Xxxxxx and the Purchaser, each acting reasonablyArgonaut in writing, (iii) be filed with the Court and, if made following the Company Argonaut Meeting, approved by the Court, Court and (iv) be communicated to the Company Argonaut 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 Alamos or the Purchaser Argonaut at any time prior to the Company Argonaut Meeting (provided that the Company or the Purchaser, as applicable, other Party shall have consented thereto in writing) with or without any other prior notice or communication, and if so proposed and accepted by the Persons Argonaut Shareholders voting at the Company Argonaut 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 Argonaut Meeting shall be effective only if (i) it is consented to in writing by each of the Company Alamos and the Purchaser Argonaut (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Argonaut 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 unilaterally by the PurchaserAlamos, provided that it concerns a matter which, in the reasonable opinion of the PurchaserAlamos, 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 interest of any former Company Shareholdersholder of Argonaut Securities, Company Optionholder or Company Warrantholdertheir successors or assigns. (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 (Alamos Gold Inc)

Amendments to Plan of Arrangement. In addition: (a) 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) be set out in writing, (ii) be approved by the Company and the Purchaser, 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) b. Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 7.1(a) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting (provided that the Company or the Purchaser, as applicable, Purchaser shall have consented thereto in writingthereto, such consent not to be unreasonably withheld or delayed‎) 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 (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes. (c) 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) d. Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally but shall only be effective if it is consented to by each of the Purchaser, Company and the Purchaser provided that it such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Company and the Purchaser, 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 Company and the Purchaser or any former Company Shareholders, Company Optionholder or Company WarrantholderSecurityholder.

Appears in 1 contract

Samples: Arrangement Agreement (Tilray Brands, Inc.)

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