Articles of Arrangement and Effective Date. The Articles of Arrangement shall implement the Plan of Arrangement. On the second (2nd) business day after the satisfaction or, where not permitted, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 6, unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement shall be filed by European Goldfields with the Registrar, provided, however, that the Articles of Arrangement shall not be sent to the Registrar, for endorsement and filing by the Registrar, except as contemplated hereby or with Eldorado’s prior written consent. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the YBCA. European Goldfields agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 8.4 of this Agreement to include such other terms determined to be necessary or desirable by Eldorado, provided, however, that the Plan of Arrangement shall not be amended in any manner which has the effect of reducing the Consideration or which is otherwise prejudicial to the European Goldfields Shareholders or other parties to be bound by the Plan of Arrangement and is not inconsistent with the provisions of this Agreement. The closing of the Arrangement will take place at the offices of Xxxxxx Xxxxxx Xxxxxxx LLP, Suite 1200, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx at 10:00 a.m. on the Effective Date, or at such other time and place as may be agreed to by the Parties.
Articles of Arrangement and Effective Date. (a) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule A, as it may be amended as provided for in this Agreement.
(b) Unless another time or date is agreed to in writing by the Parties, on the third Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions (excluding those conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) set forth in Article 9, the Articles of Arrangement shall be filed by the Company with the Director, provided that the Company shall not be required to file Articles of Arrangement with the Director unless it has received written confirmation that Purchaser has provided funds to the Depositary in accordance with Section 2.10. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the CBCA. The closing of the transactions contemplated hereby will take place at the offices of Torys LLP, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or at such other location as may be agreed upon by the Parties.
Articles of Arrangement and Effective Date. (a) Subject to Section 7.1(b) of Article 7 of the Plan of Arrangement and any applicable Law, Company agrees to consider any amendment, acting reasonably, to the Plan of Arrangement at any time prior to the receipt of the Interim Order to add, remove or amend any steps or terms as determined to be reasonably necessary by Acquiror; provided that the Plan of Arrangement shall not be amended in any manner that (a) is prejudicial to the holders of Company Common Shares or Company Share-Based Instruments, (b) creates a reasonable risk of materially delaying, impairing or impeding the consummation of the transactions contemplated by this Agreement, including the receipt of any approval under any Regulatory Law or the satisfaction of any condition set forth in Article 5, or (c) is inconsistent with the Interim Order, the Final Order or this Agreement.
(b) The closing of the transactions contemplated hereby (the “Closing”) shall occur as promptly as reasonably practicable (but no later than the fifth Business Day) after obtaining the Final Order and subject to the satisfaction or waiver of the conditions set forth in Article 5 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or waiver of such conditions on the Effective Date), unless another time or date is agreed to in writing by the Parties; provided, that notwithstanding the satisfaction or waiver of the conditions set forth in Article 5, if the Marketing Period has not ended at the time of the satisfaction or waiver of all of the conditions set forth in Article 5 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or waiver of such conditions on the Effective Date), the Closing (including the filing of the Articles of Arrangement by Company with the Director) shall be delayed and occur instead on the earlier to occur of (a) any Business Day during the Marketing Period to be specified by Acquiror to Company on no less than three Business Days’ written notice to Company; provided, that the Effective Date specified in any such notice may be conditioned upon the simultaneous completion of the Financing (it being understood and agreed that if the Financing is not completed for any reason at such time, such notice shall automatically be deemed withdrawn), and (b) the third Business Day following the last day of the Marketing Period, but in each case subject to the satisfactio...
Articles of Arrangement and Effective Date. (1) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the Plan of Arrangement.
(2) Unless another time or date is agreed to in writing by the Parties, the completion of the Arrangement (the “Closing”) will take place on the fifth Business Day after the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) by electronic means; provided that, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set out in Article 6 (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), then, subject to the continued satisfaction or waiver of the conditions set out in Article 6 at such time, the Closing will take place instead on the earliest of (a) any Business Day during the Marketing Period as may be specified by the Purchaser in writing on no less than two (2) Business Days’ prior notice to the Company and (b) the second Business Day after the final day of the Marketing Period. The Company shall send the Articles of Arrangement to the Director on the day of Closing.
Articles of Arrangement and Effective Date. (1) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the Plan of Arrangement.
(2) Unless another time or date is agreed to in writing by the Parties, the completion of the Arrangement (the “Closing”) will take place on the fifth Business Day after the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) (the date that such conditions have been satisfied or otherwise waived in accordance with this Section 2.9(2) is referred to as the “Condition Satisfaction Date”), at the offices of Goodmans LLP in Xxxxxxx, Xxxxxxx, at 8:00 a.m. (Toronto time), unless another time or date is agreed to in writing by the Parties. The Company shall file the Articles of Arrangement with the Director on the day of Closing.
Articles of Arrangement and Effective Date. (a) The Company shall file the Articles of Arrangement with the Director, and the Effective Date shall occur, on the date which is three Business Days after the date on which all conditions set forth in Section 5.1 to Section 5.5 have been satisfied or waived (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties. From and after the Effective Time, the Arrangement will have all of the effects provided by applicable Law, including the OBCA.
(b) The closing of the Arrangement (the “Closing”) will take place at the offices of Blake, Xxxxxxx & Xxxxxxx LLP, 000 Xxx Xx., Xxxxx 0000, Xxxxxxx, Xxxxxxx, X0X 0X0 or at such other location as may be agreed upon by the Parties.
Articles of Arrangement and Effective Date. (a) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Exhibit B and any amendments or variations thereto made in accordance with Section 9.4 and the terms thereof or made at the direction of the Court in the Final Order with the consent of Adenyo, Canadian Buyer and Parent, each acting reasonably and in good faith.
(b) On the second Business Day after the Parties have agreed in writing that all of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) set forth in Article 8 have been satisfied (or, where not prohibited, waived by the applicable Party or Parties in whose favour the condition is), unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement shall be filed by Adenyo with the Director. Adenyo shall not file the Articles of Arrangement with the Director until such written agreement has been obtained.
(c) From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by Applicable Law.
(d) Closing of the transactions contemplated by this Agreement and the Plan of Arrangement will take place at the Toronto, Ontario offices of Blake, Xxxxxxx & Xxxxxxx LLP on the Effective Date with effect as of the Effective Time, or at such other place as the Parties shall mutually agree upon.
Articles of Arrangement and Effective Date. (a) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the Plan of Arrangement.
(b) Norbord shall amend the Plan of Arrangement at any time and from time to time prior to the Effective Date, at the reasonable request of Xxxx Xxxxxx, to modify any of its terms as determined to be necessary or desirable by Xxxx Xxxxxx, acting reasonably, provided that no such amendment (i) is inconsistent with the Interim Order, the Final Order or this Agreement, (ii) is prejudicial to Norbord or the Norbord Shareholders in any respect, or (iii) creates a reasonable risk of delaying, impairing or impeding in any material respect the satisfaction of any conditions set forth in Article 6.
(c) The Arrangement shall become effective on the date upon which Xxxx Xxxxxx and Norbord agree in writing as the Effective Date or, in the absence of such agreement, five Business Days following the satisfaction or waiver of all conditions to completion of the Arrangement set out in Sections 6.1, 6.2 and 6.3 of this Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable party for whose benefit such conditions exist) and the Arrangement shall be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Law.
Articles of Arrangement and Effective Date. The Articles of Arrangement shall implement the Plan of Arrangement. On the second Business Day after the satisfaction or, where not prohibited, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 6, unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement shall be filed by the Company with the Registrar, provided that the Articles of Arrangement shall not be sent to the Registrar pursuant to the ABCA, for endorsement and filing by the Registrar, except as contemplated by this Agreement and with the prior written consent of Parent and AcquisitionCo (which consent shall not in any way diminish or limit Parent’s or AcquisitionCo’s obligation to consummate the Arrangement at the time contemplated by this Section 2.10). From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the ABCA. The closing of the Arrangement will take place at 10:00 a.m. (New York time) on the Effective Date or at such other time and place as may be agreed to by the Parties.
Articles of Arrangement and Effective Date. The Articles of Arrangement shall implement the Plan of Arrangement. On the second Business Day after the satisfaction or, where not prohibited, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 6, unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement shall be filed by the Company with the Registrar, provided that the Articles of Arrangement shall not be sent to the Registrar pursuant to the YBCA, for endorsement and filing by the Registrar, except as contemplated by this Agreement or with Parent’s prior written consent. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the YBCA. The closing of the Arrangement will take place at 8:00 a.m. (Toronto time) on the Effective Date at such other time and place as may be agreed to by the Parties.
