Amendments to the Plan of Arrangement Sample Clauses

Amendments to the Plan of Arrangement. (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) set out in writing, (ii) approved by the Company and the Purchaser (subject to the Arrangement Agreement), (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to the holders of Company Securities if and as required by the Court. (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, provided that the other Party (subject to the Arrangement Agreement) shall have each 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 in accordance with the Interim Order, shall become part of this Plan of Arrangement for all purposes. (3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting but prior to the Effective Date shall be effective only (i) if it is consented to in writing by each of the Purchaser and the Company, and (ii) if required by the Court, it is consented to by holders of the applicable Company Securities in the manner directed by the Court. (4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date by the Company and the Purchaser, collectively, provided that it is filed with the Court and 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 financial or economic interests of any Company Shareholder.
Sample 1See All (5)
AutoNDA by SimpleDocs
Amendments to the Plan of Arrangement. The Parties may amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement is: (a) agreed in writing by each of the Parties; (b) filed with the Court; (c) communicated to the Tahoe Shareholders, if and as required by the Court; and (d) approved by the Tahoe Shareholders, if and as required by the Court, unless the amendment, modification or supplement: (i) follows the Tahoe Meeting; (ii) only concerns a matter, in the opinion of the Parties, acting reasonably, of an administrative nature required to better implement the Plan of Arrangement; (iii) is not adverse to the financial or economic interests of the Tahoe Shareholders entitled to receive the Consideration under Section 3.1; and (iv) does not adversely affect the rights of any Dissenting Shareholders, in which case it need not be approved by the Tahoe Shareholders.
Sample 1Sample 2Sample 3See All (4)
Amendments to the Plan of Arrangement. Schedule A to the Arrangement Agreement shall be deleted in its entirety and replaced with the revised form of the Plan of Arrangement attached hereto as Exhibit A.
Sample 1Sample 2
Amendments to the Plan of Arrangement. Section 3.1 Definition of Consideration Section 3.2 Steps to the Arrangement
Sample 1Sample 2
Amendments to the Plan of Arrangement. (a) Harvest and the Purchaser may agree to amend this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment must be: (i) set out in writing; (ii) filed with the Court and, if made following the first to occur of the Special Meeting, approved by the Court; and (iii) communicated to Securityholders if and as required by Applicable Laws or the Court. (b) Any amendment to this Plan of Arrangement agreed to by Harvest and the Purchaser at any time prior to or at the first to occur of the Special Meeting, which is proposed and accepted by Securityholders voting at the Special Meeting, shall become part of this Plan of Arrangement for all purposes. (c) Any amendment to this Plan of Arrangement that is approved by the Court following the Special Meeting shall be effective only if it is consented to by each of Harvest and the Purchaser. (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 and its 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 former Securityholder.
Sample 1
Amendments to the Plan of Arrangement. The Plan of Arrangement is hereby amended as follows: (a) the definition of “Permitted Dividend” in Section 1.1 of the Plan of Arrangement is deleted in its entirety and replaced with the following:
Sample 1
Amendments to the Plan of Arrangement. The Plan of Arrangement attached as Schedule “A” of the Arrangement Agreement is hereby replaced in its entirety with the Plan of Arrangement attached as Exhibit “A” to this Amending Agreement
Sample 1
AutoNDA by SimpleDocs
Amendments to the Plan of Arrangement. Integra and FCGI hereby agree that the Arrangement Agreement is amended with effect from and after the date hereof, as follows: Schedule "A" to the Arrangement Agreement is amended by deleting and replacing it in its entirety with the Plan of Arrangement, as amended and restated, attached as Schedule "A" to this Amending Agreement.
Sample 1
Amendments to the Plan of Arrangement. The Parties may amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement is: (a) agreed in writing by each of the Parties; (b) filed with the Court; (c) communicated to the BMG Securityholders, if and as required by the Court; and (d) approved by the BMG Securityholders, if and as required by the Court, unless the amendment, modification or supplement: (i) follows the BMG Meeting; (ii) only concerns a matter, in the opinion of the Parties, acting reasonably, of an administrative nature required to better implement this Plan of Arrangement; (iii) is not adverse to the financial or economic interests of the BMG Securityholders entitled to receive the Consideration under Section 3.1 of this Plan of Arrangement; and (iv) does not adversely affect the rights of any Dissenters; in which case it need not be approved by the BMG Securityholders.
Sample 1

Related to Amendments to the Plan of Arrangement

  • 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.

  • Plan of Arrangement (a) As soon as is reasonably practicable, QAT will forthwith file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the calling and holding of the QAT Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement Resolution and any other matters to be considered at the QAT Meeting. (b) Provided all necessary approvals for the Arrangement Resolution are obtained from the QAT Shareholders, QAT shall submit the Arrangement to the Court and apply for the Final Order. (c) Upon issuance of the Final Order and subject to the conditions precedent in Article 5, QAT and Newco shall forthwith jointly file the Articles of Arrangement and Articles of Amalgamation and such other documents as may be required to give effect to the Arrangement with the Director pursuant to Section 183 of the OBCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any further act or formality.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Amendments to the Agreement Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder or pursuant to exemptive relief granted by the SEC, this Agreement may be amended by the parties only if such amendment, if material, is specifically approved by the vote of a majority of the outstanding voting securities of the Portfolio (unless such approval is not required by Section 15 of the Investment Company Act as interpreted by the SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of any other Portfolio affected by the amendment or all the Portfolios of the Trust.

  • Amendments to the Purchase Agreement (a) Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

  • Amendments to the Indenture (a) The Indenture shall hereby be amended by deleting the following Sections or clauses of the Indenture and all references and definitions related thereto in their entirety, except to the extent otherwise provided below, and these Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 and Section 2.13(h) of the Second Supplemental Indenture (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 2.8(b) of the First Supplemental Indenture and Second Supplemental Indenture (Rights of Holders to Require Repurchase of Notes) (relating to change of control and ratings decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

  • Amendments to the Original Agreement (a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

  • Amendments to the Grant Agreement 18.1 This Grant Agreement and the Grant Letter set out the entire agreement between the parties. They replace all previous negotiations, agreements, understandings and representations between the parties, whether oral or in writing. 18.2 The Commissioner retains the right to make amendments to this Grant Agreement and/or the Grant Letter which shall only be valid if they are in writing and signed by an authorised representative of the Commissioner.

  • Amendments to Agreement This Agreement, or any term thereof, may be changed or waived only by written amendment signed by the party against whom enforcement of such change or waiver is sought. For special cases, the parties hereto may amend such procedures set forth herein as may be appropriate or practical under the circumstances, and Ultimus may conclusively assume that any special procedure which has been approved by the Trust does not conflict with or violate any requirements of its Declaration of Trust or then current prospectuses, or any rule, regulation or requirement of any regulatory body.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!