Arrangement. Commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence without any further act or formality:
(a) each outstanding Corporation Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof to the Corporation free and clear of all liens, claims and encumbrances, and each Dissenting Shareholder shall cease to have any rights as a Corporation Shareholder other than the right to be paid the fair value of their Corporation Shares by the Corporation in accordance with Article 4 hereof, and the name of such holder shall be removed from the register of holders of Corporation Shares, and such Corporation Shares shall be cancelled;
(b) each Qualifying Holdco Share outstanding held by a Qualifying Holdco Shareholder shall be transferred and deemed to be transferred by the Qualifying Holdco Shareholder, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to the Purchaser, in accordance with the applicable Holdco Agreement, in exchange for a payment in cash equal to the Holdco Share Consideration, and the name of such holder shall be removed from the register of holders of Qualifying Holdco Shares maintained in respect of the applicable Qualifying Holdco, and the Purchaser shall be recorded as the registered holder of the Qualifying Holdco Shares so transferred and shall be deemed to be the legal and beneficial owner thereof, free and clear of any liens, claims or encumbrances; and
(c) each Corporation Share outstanding (other than (i) Corporation Shares held by Brookfield, the Purchaser or any of their affiliates (which shall not be acquired under the Arrangement and shall remain outstanding as a Corporation Share held by Brookfield, the Purchaser or such affiliate, as the case may be); (ii) Corporation Shares held by Qualifying Holdcos, the Qualifying Holdco Shares of which are acquired by the Purchaser pursuant to Section 3.1(b) (which shall not be acquired under the Arrangement and shall remain outstanding as Corporation Shares held by such Qualifying Holdco); and (iii) Corporation Shares acquired by the Purchaser pursuant to Section 3.1(a)), shall be transferred and deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to the Applicable Purchaser, in exchange for a payment in cash equal to the Considerat...
Arrangement. PART 1 - APPLICATION AND OPERATION OF AGREEMENT 1
1. AGREEMENT TITLE 1 2. ARRANGEMENT 1 3. DEFINITIONS 3 4. COMMENCEMENT OF THE AGREEMENT 3 5. APPLICATION OF AGREEMENT AND PARTIES COVERED 3 6. NO FURTHER CLAIMS 4 7. SAVINGS PROVISIONS, OTHER AWARDS AND AGREEMENTS 4 8. ANTI-DISCRIMINATION 4 9. SERVICE DELIVERY PARTNERSHIP PLAN 4 10. IMPLEMENTATION OF CHANGE 6
11. CONSULTATION ON CHANGES TO ROSTERS OR HOURS OF WORK 6 12. RESOLUTION OF DISPUTES AND GRIEVANCES 7 13. WORKLOAD 9 14. EMPLOYMENT CATEGORIES AND ENTITLEMENTS 10 15. TERMINATION OF EMPLOYMENT 12 16. COSTS OF EMPLOYMENT RELATED LEGAL PROCEEDINGS 13 17. FLEXIBILITY AGREEMENTS 14 18. HOME BASED WORK 14 19. REDEPLOYMENT AND REDUNDANCY 14 20. MANAGEMENT OF UNSATISFACTORY WORK PERFORMANCE 14 21. MANAGEMENT OF MISCONDUCT 18 22. CAREER STRUCTURE 22 23. CLASSIFICATIONS AND SALARY 22 24. PROGRESSION WITHIN A VALUE RANGE 22 25. SALARY INCREASES 24 26. CASUAL EMPLOYEES-LOADING 25 27. SUPPORTED WAGE SYSTEM 25 28. PAYMENT OF SALARIES 27 29. SALARY PACKAGING 27 30. ALLOWANCES - WORK OR CONDITIONS 27 31. ALLOWANCES - REIMBURSEMENT OF EXPENSES 29 32. SUPERANNUATION 30 33. HOURS OF WORK 31 34. OVERTIME 31 35. MEAL BREAKS 33 36. CHILDCARE 34 37. CHRISTMAS CLOSEDOWN 34 38. LEAVE OF ABSENCE – GENERAL 35 39. ANNUAL LEAVE 35 40. CASHING OUT OF ANNUAL LEAVE 35 41. EXCESSIVE ANNUAL LEAVE ACCRUALS 36 42. PURCHASED LEAVE 37 43. INFECTIOUS DISEASES/DANGEROUS MEDICAL CONDITIONS 37 44. PUBLIC HOLIDAYS 38 45. PERSONAL/CARER’S LEAVE 39 46. COMPASSIONATE LEAVE 41 47. FAMILY VIOLENCE LEAVE 42 48. PARENTAL LEAVE 43 49. LEAVE TO ATTEND ALCOHOL & DRUG OR PROBLEM GAMBLING REHABILITATION PROGRAM 51 50. CULTURAL & CEREMONIAL LEAVE 52 51. LONG SERVICE LEAVE 53 52. DEFENCE RESERVE LEAVE 55 53. JURY SERVICE 55 54. LEAVE FOR BLOOD DONATIONS 55 55. LEAVE TO ENGAGE IN EMERGENCY RELIEF ACTIVITIES 55 56. LEAVE TO ENGAGE IN VOLUNTARY COMMUNITY ACTIVITIES 56 57. PARTICIPATION IN SPORTING EVENTS 56 58. STUDY LEAVE 56 59. MILITARY SERVICE SICK LEAVE 56 60. LEAVE WITHOUT PAY 57 61. TEMPORARY TRANSFER BETWEEN WORK LOCATIONS 58 62. PERMANENT RELOCATION OF USUAL PLACE OF WORK 58 63. RESIDENTIAL RELOCATION PRINCIPLES 58 64. ACCIDENT MAKE-UP PAY 59 65. OCCUPATIONAL HEALTH AND SAFETY AND REHABILITATION 59 66. INDUSTRIAL RELATIONS/OCCUPATIONAL HEALTH AND SAFETY TRAINING 61 67. FACILITIES, EQUIPMENT AND ACCOMMODATION - GENERAL 62 68. PROTECTION AND FACILITIES FOR ACCREDITED CPSU REPRESENTATIVES 63 69. RIGHT OF ENTRY 63 70. ONE OFF SIGN ON BONUS 64 71. SIGNATORI...
Arrangement. At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:
(a) notwithstanding the terms of the Shareholder Rights Plan, the Shareholder Rights Plan shall be terminated and all SRP Rights issued pursuant to the Shareholder Rights Plan shall be cancelled without any payment in respect thereof;
(b) notwithstanding the Stock Option Plan or any agreements or other arrangements relating to the Options, each Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be transferred from the holder thereof to the Company in consideration for a cash payment by or on behalf of the Company equal to the amount, if any, by which the Canadian Equivalent of the Consideration per Common Share, in respect of each Option, exceeds the exercise price per Common Share of such Option, subject to (for greater certainty) applicable Tax withholdings and other source deductions, and such Option shall be cancelled immediately after its transfer to the Company and, for greater certainty, where such amount is a negative, none of the Company, the Purchaser or any other Person shall be obligated to pay any amount in respect of such Option;
(c) each Warrant outstanding immediately prior to the Effective Time (whether or not exercisable) shall be transferred from the holder thereof to the Company in consideration for a cash payment by or on behalf of the Company equal to the amount, if any, by which the Consideration per Common Share, in respect of each Warrant, exceeds the exercise price per Common Share of such Warrant, subject to (for greater certainty) applicable Tax withholdings and other source deductions, and such Warrant shall be cancelled immediately after its transfer to the Company and, for greater certainty, where such amount is a negative, none of the Company, the Purchaser or any other Person shall be obligated to pay any amount in respect of such Warrant;
(i) each holder of one or more Options or Warrants shall cease to be a holder of such Options or Warrants, (ii) such holder’s name shall be removed from each applicable register, (iii) the Stock Option Plan, Warrants and all agreements and other arrangements relating to the Options and Warrants shall be terminated and shall be of no further force and effect, and (iv) ...
Arrangement. Clause No. Subject Matter
Arrangement. The following transactions shall occur and shall be deemed to occur and be completed in the following order on the Effective Date without any further act or formality, in each case effective as at five minute intervals starting at the Effective Time (unless stated otherwise):
(a) notwithstanding the terms of the EMV Incentive Plan, at the Effective Time:
(i) (A) each EMV DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV DSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV DSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV DSU shall be immediately cancelled and the holder of such EMV DSU shall cease to be the holder thereof and to have any right as a holder of an EMV DSU; and (D) the name of each holder of each EMV DSU shall be removed from the register of EMV DSUs maintained by or on behalf of EMV and all agreements relating to EMV DSUs shall be terminated and shall be of no further force and effect;
(A) each EMV PSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall unconditionally and immediately vest and shall be settled by EMV in exchange for one EMV Share, subject to applicable withholdings; (B) each holder of an EMV PSU shall be entered in the register of EMV Shareholders maintained by or on behalf of EMV as the holder of the EMV Share issued therefor and such EMV Share shall be deemed to be issued to such holder of the EMV PSU as a fully paid share in the capital of EMV, provided that no certificate or book-entry statement shall be issued with respect to such EMV Share; (C) each EMV PSU shall be immediately cancelled and the holder of such EMV PSU shall cease to be the holder thereof and to have any right as a holder of an EMV PSU; and (D) the name of each holder of each EMV PSU shall be removed from the register of EMV PSUs maintained by or on behalf of EMV and all agreements relating to EMV PSUs shall be terminated and shall be of no further force and effect;
(iii) (A) each EMV RSU that is outstanding immediately prior to the Effective...
Arrangement. The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.
Arrangement. This Agreement is arranged as follows:
Arrangement. The Parties agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.
Arrangement. This Agreement is arranged as follows:
1. Title
2. Arrangement
Arrangement of Specifications. The Specifications are separated into numbered and titled divisions for convenience of reference. Neither the Owner nor the Design Professional shall assume any responsibility for defining the limits of any subcontracts on account of the arrangement of the Specifications. Notwithstanding the appearance of such language in the various divisions of the Specifications as, "The Plumbing Contractor,” "The Electrical Contractor," "The Roofing Contractor," etc., the Contractor is responsible to the Owner for the entire Contract and the execution of all of the Work referred to in the Contract Documents. No partial sets of Bidding Documents shall be issued by the Design Professional. Any partial documents issued by the Contractor shall be the responsibility of the Contractor.
