Common use of Articles of Arrangement and Effective Date Clause in Contracts

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. (1) The Articles of Arrangement shall implement the Plan of Arrangement. On The Articles of Arrangement shall include the second form of the Plan of Arrangement attached to this Agreement as Schedule A, as it may be amended from time to time in accordance with the terms hereof. (2nd2) business day The Company shall file the Articles of Arrangement with the Registrar no later than the third Business Day after the satisfaction or, where not permittedprohibited, the waiver by the applicable Party or Parties in whose favor the condition is, of the conditions set out in Article 6 (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 favor the condition is, of those conditions as of the Effective Date) set forth (subject to receipt of written confirmation from the Depositary that it has received the funds referred to in Article 6Section 2.10), 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. . (3) The closing of the Arrangement will (“Closing”) shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLP, Suite 1200, 000 Xxxxxxx Xxxxx Xxxxxx, XxxxxxxxxXxx Xxxx, Xxxxxxx Xxxxxxxx XX, at 10:00 a.m. on the Effective Date9:00 a.m., EST, or at such other time and place location or by electronic exchange of documents and signatures as may be agreed to upon by the Parties. The date on which Closing occurs is referred to herein as the “Closing Date”. (4) As promptly as practicable after the Effective Time, but in any event within two Business Days thereafter (or at such other time as the Parties may agree in writing), Parent shall cause the Depositary to mail to each registered holder of a Common Share immediately prior to the Effective Time, in each case whose Common Shares became the right to receive the Consideration at the Effective Time pursuant to the Plan of Arrangement: (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to any certificate which immediately prior to the Effective Time represented outstanding Common Shares that were acquired pursuant to Section 2.3 of the Plan of Arrangement, if any, shall pass, only upon proper delivery of the certificates (or affidavits of loss in lieu thereof) to the Depositary, and shall otherwise be in such form as the Company and Parent agree, each acting reasonably; and (ii) instructions for use in effecting the surrender of such certificates or shares issued on a non-certificated basis in exchange for payment of the Consideration.

Articles of Arrangement and Effective Date. The Articles of Arrangement shall implement the Plan of Arrangement. On the second (2nd) business day 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 Sulliden with the RegistrarDirector, provided, however, that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with Eldorado’s Rio Alto'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 YBCAOBCA. European Goldfields Each of Sulliden and Rio Alto agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 8.4 Subsection 9.4 of this Agreement to include such other terms determined to be necessary or desirable by EldoradoRio Alto or Sulliden, as the case may be, provided, however, that the Plan of Arrangement shall not be amended in any manner which has the effect of reducing changing the Consideration or which is otherwise prejudicial to the European Goldfields Shareholders or Sulliden Shareholders, other parties to be bound by the Plan of Arrangement or the Rio Alto Shareholders 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 Xxxxx & Xxxxxxxxx LLP, Suite 12002100 Scotia Plaza, 000 Xxxxxxx Xxxxxx00 Xxxx Xxxxxx Xxxx, XxxxxxxxxXxxxxxx, 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. The Articles of Arrangement shall implement the Plan of Arrangement. On the second (2nd) business day after the satisfaction or, where not permittedprohibited, 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 Minefinders with the Registrar, Director; provided, however, that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with EldoradoPan American’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 YBCAOBCA. European Goldfields Minefinders 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, Pan American; 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 Minefinders 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 7:00 a.m. (Vancouver 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 (2nd) business day 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 Brigus with the RegistrarDirector, provided, however, that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with EldoradoPrimero’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 YBCACBCA. European Goldfields Each of Brigus and Primero agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 8.4 9.4 of this Agreement to include such other terms determined to be necessary or desirable by EldoradoPrimero or Brigus, as the case may be, provided, however, that the Plan of Arrangement shall not be amended in any manner which has the effect of reducing changing the Consideration or which is otherwise prejudicial to the European Goldfields Shareholders or Brigus Shareholders, other parties to be bound by the Plan of Arrangement or the Primero Shareholders 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 Stikeman Elliott LLP, Suite 12000000 Xxxxxxxx Xxxxx Xxxx, 000 Xxxxxxx Xxx Xxxxxx, XxxxxxxxxXxxxxxx, 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 ArrangementArrangement and will become effective as of the Effective Time. On the second (2nd) business day 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 Cardiome with the RegistrarDirector, provided, however, that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with EldoradoCipher’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 YBCACBCA. European Goldfields Each of Cardiome and Cipher agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 8.4 8.6 of this Agreement to include such other terms determined to be reasonably necessary or desirable by EldoradoCipher or Cardiome, as the case may be, provided, however, that the Plan of Arrangement shall not be amended in any manner which has the effect of reducing changing the Share Purchase Consideration or the Consideration, or which is otherwise prejudicial to the European Goldfields Cardiome Shareholders or other parties to be bound by the Plan of Arrangement and or is not inconsistent with the provisions of this Agreement. . (b) The closing of the Arrangement will take place at the offices of Xxxxxx Xxxxxx Xxxxxxx LLP, Suite 1200, 000 Xxxxxxx Xxxxxx, XxxxxxxxxBlake, Xxxxxxx Xxxxxxxx & Xxxxxxx LLP in Vancouver, British Columbia at 10:00 a.m. (Vancouver time) on the Effective Date, or at such other time and place as may be agreed to by the Parties.. The Parties acknowledge that the Effective Date is currently targeted to occur on May 14, 2018,

Articles of Arrangement and Effective Date. (a) The Articles of Arrangement shall implement the Plan of ArrangementArrangement and will become effective as of the Effective Time. On the second (2nd) business day 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 Cardiome with the RegistrarDirector, provided, however, that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with EldoradoCipher’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 YBCACBCA. European Goldfields Each of Cardiome and Cipher agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 8.4 8.6 of this Agreement to include such other terms determined to be reasonably necessary or desirable by EldoradoCipher or Cardiome, as the case may be, provided, however, that the Plan of Arrangement shall not be amended in any manner which has the effect of reducing changing the Share Purchase Consideration or the Consideration, or which is otherwise prejudicial to the European Goldfields Cardiome Shareholders or other parties to be bound by the Plan of Arrangement and or is not inconsistent with the provisions of this Agreement. . (b) The closing of the Arrangement will take place at the offices of Xxxxxx Xxxxxx Xxxxxxx LLPBlake, Suite 1200Cxxxxxx & Gxxxxxx LLP in Vancouver, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx British Columbia at 10:00 a.m. (Vancouver time) on the Effective Date, or at such other time and place as may be agreed to by the Parties.. The Parties acknowledge that the Effective Date is currently targeted to occur on May 14, 2018,

Articles of Arrangement and Effective Date. The Articles of Arrangement shall implement the Plan of Arrangement. On the second (2nd) business day Business Day after the satisfaction or, where not permittedprohibited, 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 Avion with the RegistrarDirector, provided, however, that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with EldoradoEndeavour’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 Avion 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 EldoradoEndeavour, acting reasonably 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 Avion 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 Xxxxx & Xxxxxxxxx LLP, Suite 12002100 Scotia Plaza, 000 Xxxxxxx Xxxxxx00 Xxxx Xxxxxx Xxxx, XxxxxxxxxXxxxxxx, Xxxxxxx Xxxxxxxx Xxxxxxx, X0X 0X0, 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 ArrangementArrangement and will become effective as of the Effective Time. On the second (2nd) business day 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 Xxxxxxxx with the RegistrarDirector, provided, however, that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with EldoradoPurchaser’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 YBCACBCA. European Goldfields Each of Correvio and Purchaser agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section Subsection 8.4 of this Agreement to include such other terms determined to be reasonably necessary or desirable by EldoradoPurchaser or Correvio, as the case may be, provided, however, that the Plan of Arrangement shall not be amended in any manner which has the effect of reducing changing the Consideration Consideration, expanding or increasing Purchaser’s obligations or liabilities or which is otherwise prejudicial to the European Goldfields Shareholders or Correvio Shareholders, other parties to be bound by the Plan of Arrangement and or Purchaser or is not inconsistent with the provisions of this Agreement. Agreement or the Plan of Arrangement. (b) The closing of the Arrangement will take place at the offices of Xxxxxx Xxxxxx Xxxxxxx LLP, Suite 1200, 000 Xxxxxxx Xxxxxx, XxxxxxxxxXxxxx, Xxxxxxx Xxxxxxxx & Xxxxxxx LLP in Vancouver, British Columbia at 10:00 a.m. (Vancouver time) on the Effective Date, or at such other time and place as may be agreed to by the Parties. The Parties acknowledge that the Effective Date is currently targeted to occur on May 27, 2020.

Articles of Arrangement and Effective Date. The Articles of Arrangement shall implement the Plan Arrangement and the Arrangement shall become effective at the Effective Time on the Effective Date. Upon issuance of Arrangementthe Final Order and subject to the satisfaction or waiver of the conditions precedent in Article 6, each of Mitel and Aastra shall execute and deliver such closing documents and instruments. On the second (2nd) business day after the Business Day following satisfaction or, where not permitted, the or waiver of the such conditions precedent (excluding conditions that, by their terms, cannot that are to be and can be satisfied until by actions taken at the Effective DateTime and the condition in Section 6.2(e), but subject to the satisfaction or, where not prohibited, the or waiver of those conditions as of the Effective Datesuch conditions) set forth in Article 6, unless another time or date is agreed Aastra shall proceed to in writing by the Parties, file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement shall be filed by European Goldfields with the Registrar, provided, however, Director pursuant to section 192 of the CBCA (provided that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with EldoradoMitel’s prior written consent), 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. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable LawLaws, including the YBCACBCA. European Goldfields Aastra agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 8.4 7.4 of this Agreement to include such other terms determined to be necessary or desirable by EldoradoMitel, providedacting reasonably, however, provided that the Plan of Arrangement shall not be amended in any manner which is (a) inconsistent with the provisions of this Agreement; (b) would reasonably be expected to delay, impair or impede the satisfaction of any condition set forth in Article 6; (c) which has the effect of reducing the Consideration Consideration; or (d) which is otherwise prejudicial to the European Goldfields Aastra Shareholders or other parties to be bound by the Plan of Arrangement and is not inconsistent with the provisions of this AgreementArrangement. The closing of the Arrangement will take place at the offices of Osler, Xxxxxx Xxxxxx Xxxxxxx & Harcourt LLP, Suite 12006600, 000 Xxxxxxx XxxxxxFirst Xxxxxxxx Xxxxx, XxxxxxxxxXxxxxxx, Xxxxxxx Xxxxxxxx at 10:00 8:00 a.m. (Toronto 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 (2nd) business day 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 Fission with the RegistrarDirector, provided, however, that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with Eldorado’s Xxxxxxx’x 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 YBCACBCA. European Goldfields Each of Fission and Xxxxxxx agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 8.4 Subsection 8.5 of this Agreement to include such other terms determined to be necessary or desirable by EldoradoXxxxxxx or Fission, as the case may be, provided, however, that the Plan of Arrangement shall not be amended in any manner which has the effect of reducing changing the Consideration Consideration, or which is otherwise prejudicial to the European Goldfields Shareholders or Fission Shareholders, other parties to be bound by the Plan of Arrangement and or the Xxxxxxx Shareholders or is not inconsistent with the provisions of this Agreement. The closing of the Arrangement will take place at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxx LLP, Suite 12002100, 000 Xxxxxxx XxxxxxScotia Plaza, Xxxxxxxxx00 Xxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 at 10:00 a.m. (Toronto 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. (1) 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 from time to time by written agreement of the Parties. (2) On the second third (2nd3rd) business day Business Day after the satisfaction or, where not permittedprohibited, 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 (including the form of the Plan of Arrangement attached to this Agreement as Schedule A, as it may be amended from time to time in accordance with this Agreement) shall be filed sent by European Goldfields with the Registrar, provided, however, that the Articles of Arrangement shall not be sent Stars to the Registrar, for endorsement and filing by the Registrar, except as contemplated hereby or with Eldorado’s prior written consent. Director. (3) From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the YBCAOBCA. European Goldfields Stars agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 8.4 7.4 of this Agreement to include such other terms determined to be necessary or desirable by EldoradoXxxxxxx, providedacting reasonably, however, provided that the Plan of Arrangement shall not be amended in any manner which is inconsistent with the provisions of this Agreement, which would reasonably be expected to delay, impair or impede the satisfaction of any condition set forth in Article 6 or which has the effect of reducing the Consideration or which is otherwise prejudicial to the European Goldfields Stars Shareholders or other parties to be bound by the Plan of Arrangement and is not inconsistent with the provisions of this Agreement. Arrangement. (4) The closing of the Arrangement will take place via electronic document exchange at the offices of Xxxxxx Xxxxxx Xxxxxxx LLP, Suite 1200, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx at 10:00 a.m. 8:00 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. The Articles of Arrangement shall implement the Plan of Arrangement. On the second (2nd) business day Business Day after the satisfaction or, where not permittedprohibited, 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 TMX Group with the RegistrarDirector, provided, however, provided that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with EldoradoLSEG’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 YBCAOBCA. European Goldfields TMX Group agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 8.4 7.4 of this Agreement to include such other terms determined to be necessary or desirable by EldoradoLSEG, providedacting reasonably, however, provided that the Plan of Arrangement shall not be amended in any manner which is inconsistent with the provisions of this Agreement, which would reasonably be expected to delay, impair or impede the satisfaction of any condition set forth in Article 6 or which has the effect of reducing the Consideration or which is otherwise prejudicial to the European Goldfields TMX Group Shareholders or other parties to be bound by the Plan of Arrangement and is not inconsistent with the provisions of this AgreementArrangement. The closing of the Arrangement will take place at the offices of Osler, Xxxxxx Xxxxxx Xxxxxxx & Harcourt LLP, Suite 1200Xxxxx 0000, 000 Xxxxxxx XxxxxxXxxxx Xxxxxxxx Xxxxx, XxxxxxxxxXxxxxxx, Xxxxxxx Xxxxxxxx at 10:00 8:00 a.m. (Toronto 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 (2nd) business day after the satisfaction or, where not permittedprohibited, 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 Red Back with the RegistrarDirector, provided, however, provided that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with Eldorado’s Kinross’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the YBCACBCA. European Goldfields Red Back 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 EldoradoKinross, provided, however, provided 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 Red Back 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 Osler, Xxxxxx Xxxxxx Xxxxxxx & Harcourt LLP, Suite 12006300, 000 Xxxxxxx XxxxxxFirst Xxxxxxxx Xxxxx, XxxxxxxxxXxxxxxx, Xxxxxxx Xxxxxxxx at 10:00 8:00 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. The Articles of Arrangement shall implement the Plan of Arrangement. On the second (2nd) business day Business Day after the satisfaction or, where not permittedprohibited, 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 Avion with the RegistrarDirector, provided, however, that the Articles of Arrangement shall not be sent to the RegistrarDirector, for endorsement and filing by the RegistrarDirector, except as contemplated hereby or with EldoradoEndeavour’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 Avion 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 EldoradoEndeavour, acting reasonably 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 Avion 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 Xxxxx & Xxxxxxxxx LLP, Suite 12000000 Xxxxxx Xxxxx, 000 Xxxxxxx Xxxxxx00 Xxxx Xxxxxx Xxxx, XxxxxxxxxXxxxxxx, Xxxxxxx Xxxxxxxx Xxxxxxx, X0X 0X0, at 10:00 a.m. on the Effective Date, or at such other time and place as may be agreed to by the Parties.