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

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) The Company shall file the Articles of Arrangement with the Registrar, and the Effective Date shall implement occur as soon as reasonably practicable after (and in any event not later than three Business Days after) the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule Adate on which all conditions set forth in Section 6.1, as it may be amended as provided for in this Agreement. (b) Unless another time Section 6.2 and Section 6.3 have been satisfied 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 waived (excluding those conditions that, by their terms, cannot be satisfied until the Effective DateTime, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition isis stipulated, of those conditions as of the Effective DateTime), unless another time or date is agreed to in writing by the Parties; provided that (i) if the Purchaser has given written notice to the Company that it requires a Marketing Period and the Marketing Period has not ended on the date of the satisfaction or waiver of the conditions set forth out in Article 96 (excluding conditions that, by their terms, cannot be satisfied until the Effective Time, but subject to the satisfaction or, where not prohibited, waiver by the applicable Party or Parties for whose benefit such conditions exist, of those conditions as of the Effective Time), then the Effective Date will take place instead on the earliest of (A) any Business Day during the Marketing Period as may be specified by the Purchaser on not less than three Business Days’ prior written notice to the Company (provided that the Effective Time shall not be later than the Outside Date); (B) the second Business Day after the final day of the Marketing Period (provided that the Effective Time shall not be later than the Outside Date); and (C) such other date as the Purchaser and the Company may agree in writing, but subject in each case to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties for whose benefit a condition is stipulated, of all of the conditions set out in Article 6, and (ii) if on the date the Company would otherwise be required to file the Articles of Arrangement shall be filed by the Company with the Directorpursuant to this Section 2.9(a), provided that a Party has delivered a Termination Notice pursuant to Section 4.11(c), the Company shall not be required to file the Articles of Arrangement with until the Director unless it Breaching Party has received written confirmation that Purchaser has provided funds to cured the Depositary breaches of representations, warranties, covenants or other matters specified in accordance with Section 2.10the Termination Notice. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the CBCA. ABCA. (b) The closing of the transactions contemplated hereby Arrangement (the “Closing”) will take place via electronic document exchange at 8:00 a.m. (Toronto time) on the offices of Torys LLPEffective Date, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or at such other location date and time as may be agreed upon by the Parties.

Articles of Arrangement and Effective Date. (a1) 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“B”, as it may be amended as provided for from time to time by written agreement of the Parties in accordance with the terms of this Agreement. (b2) Unless another time or date is agreed to As soon as practicable but in writing by the Parties, on the third no event later than two (2) Business Day Days 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 95, 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 Director, Registrar; provided that the Company shall not be required to file the Articles of Arrangement with the Director Registrar unless it has received written confirmation that Purchaser has provided funds of the funding referred to the Depositary in accordance with Section 2.10. 2.8(1). (3) From and after the Effective Time, the Plan of Arrangement will shall have all of the effects provided by applicable Lawlaw, including the CBCAABCA. The closing of the transactions contemplated hereby will shall take place on the Effective Date at the offices of Torys Blake, Xxxxxxx & Xxxxxxx LLP, 00 Xxxxxxxxxx Xxxxxx Xxxx3500 Bankers Hall East, Xxxxxxx855 – 2nd Street S.W., Xxxxxxx X0X 0X0 Calgary Alberta, T2P 4J8 or at such other location as may be agreed upon by the Parties.

Articles of Arrangement and Effective Date. (a1) 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 AB and any amendments or variations thereto made in accordance with Section 9.12 and the terms thereof or made at the direction of the Court in the Final Order with the consent of Tundra and Parent SubCo, as it may be amended as provided for in this Agreementeach acting reasonably. (b2) Unless another time or date is agreed to in writing by On the Partieslater of June 30, on 2009 and the third Business Day second 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 9VI, unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement shall be filed by the Company Tundra with the Director. (3) Subject to the terms hereof, provided Tundra shall specify in writing the date the Articles of Arrangement are to be filed (the “Filing Date”) on no less than two business days’ notice to Parent SubCo, which notice shall also indicate the time on the Filing Date that the Company shall not be required Tundra intends to file the 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. time so indicated, the “Filing Time”). (4) From and after the Effective Time, the Plan of Arrangement will shall have all of the effects provided by applicable Law, including the CBCA. The closing of the transactions contemplated hereby will shall take place on the Effective Date at the offices of Torys Xxxxxx & Xxxxxxx LLP, 00 Xxxxxxxxxx Xxxxxx Xxxx000 Xxxxx Xxxxx, XxxxxxxMenlo Park, Xxxxxxx X0X 0X0 California or at such other location as may be agreed upon by the Parties.

Articles of Arrangement and Effective Date. (a1) The Articles of Arrangement shall include and implement the Plan of Arrangement. . (2) The Company shall file the Articles of Arrangement with the Registrar no later than, and the Arrangement shall include become effective on, the form of date upon which 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 Company and the Purchaser agree in writing by as the PartiesEffective Date or, on in the third absence of such agreement, the fifth Business Day after following the satisfaction or, where not prohibitedprohibited by applicable Law, the waiver by the applicable Party or Parties in for whose favour the benefit a condition isexists, of the conditions set out in Article 6 (excluding those conditions that, by their terms, cannot be satisfied until the Effective DateTime, but subject to the satisfaction or, where not prohibited by applicable Law, waiver by the applicable Party or Parties for whose benefit such conditions exist, of those conditions as of the Effective Time); provided that if the Marketing Period has not ended on the date of the satisfaction or waiver of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Time, but subject to the satisfaction or, where not prohibited, waiver by the applicable Party or Parties for whose benefit such conditions exist, of those conditions as of the Effective Time), then the Effective Date will take place instead on the earliest of (a) any Business Day during the Marketing Period as may be specified by the Purchaser on not less than three Business Days’ prior written notice to the Company, (b) the next Business Day after the final day of the Marketing Period, and (c) such other date as the Purchaser and the Company may agree in writing, but subject in each case to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in for whose favour the benefit a condition isexists, of those conditions as all of the Effective Date) conditions set forth out in Article 9, the Articles of 6. (3) The 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 effective at the Effective Time, Time on the Plan of Arrangement Effective Date and will have all of the effects provided by applicable Law, including the CBCA. . (4) The closing of the transactions contemplated hereby Arrangement will take place at the offices of Torys LLP, 00 Xxxxxxxxxx Xxxxxx Xxxx, XxxxxxxXxxxx, Xxxxxxx X0X 0X0 & Xxxxxxx LLP in Calgary, Alberta or at such other location as may be agreed upon by the Parties.

Articles of Arrangement and Effective Date. (a) The Company shall file the Articles of Arrangement with the Registrar, and the Effective Date shall implement occur as soon as reasonably practicable after (and in any event not later than three Business Days after) the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule Adate on which all conditions set forth in Section 6.1, as it may be amended as provided for in this Agreement. (b) Unless another time Section 6.2 and Section 6.3 have been satisfied 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 waived (excluding those conditions that, by their terms, cannot be satisfied until the Effective DateTime, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition isis stipulated, of those conditions as of the Effective DateTime), unless another time or date is agreed to in writing by the Parties; provided that (i) if the Purchaser has given written notice to the Company that it requires a Marketing Period and the Marketing Period has not ended on the date of the satisfaction or waiver of the conditions set forth out in Article 96 (excluding conditions that, by their terms, cannot be satisfied until the Effective Time, but subject to the satisfaction or, where not prohibited, waiver by the applicable Party or Parties for whose benefit such conditions exist, of those conditions as of the Effective Time), then the Effective Date will take place instead on the earliest of (A) any Business Day during the Marketing Period as may be specified by the Purchaser on not less than three Business Days’ prior written notice to the Company (provided that the Effective Time shall not be later than the Outside Date); (B) the second Business Day after the final day of the Marketing Period (provided that the Effective Time shall not be later than the Outside Date); and (C) such other date as the Purchaser and the Company may agree in writing, but subject in each case to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties for whose benefit a condition is stipulated, of all of the conditions set out in Article 6, and (ii) if on the date the Company would otherwise be required to file the Articles of Arrangement shall be filed by the Company with the Directorpursuant to this Section 2.9(a), provided that a Party has delivered a Termination Notice pursuant to Section 4.11(c), the Company shall not be required to file the Articles of Arrangement with until the Director unless it Breaching Party has received written confirmation that Purchaser has provided funds to cured the Depositary breaches of representations, warranties, covenants or other matters specified in accordance with Section 2.10the Termination Notice . From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the CBCA. ABCA. (b) The closing of the transactions contemplated hereby Arrangement (the “Closing”) will take place via electronic document exchange at 8:00 a.m. (Toronto time) on the offices of Torys LLPEffective Date, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or at such other location date and time as may be agreed upon by the Parties.

Articles of Arrangement and Effective Date. (a1) The closing of the transactions contemplated hereby (the Closing), including the filing of the Articles of Arrangement with the Enterprise Registrar, shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement occur as Schedule A, soon as it may be amended as provided for reasonably practicable (and in this Agreement. any event not later than three (b3) Unless another time or date is agreed to in writing by the Parties, on the third Business Day Days) after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition isis stipulated, of the conditions set out in Article 6 (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 isis stipulated, of those conditions as of the Effective Date) set forth ), unless another time or date is agreed to in Article 9writing by the Parties, provided that if on the date the Corporation would otherwise be required to file the Articles of Arrangement shall be filed by pursuant to this Section 2.8(1), a Party has delivered a Termination Notice pursuant to Section 4.8(3), the Company with the Director, provided that the Company Corporation shall not be required to file the Articles of Arrangement until the Breaching Party has cured the breaches of representations, warranties, covenants or other matters specified in the Termination Notice. (2) In connection with the Director unless it has received written confirmation that Purchaser has provided funds Effective Time, each Party shall deliver to the Depositary other Party: (a) a certificate of compliance in accordance with Section 2.10. respect of such Party dated within two (2) Business Days prior to the Effective Date; (b) a certified copy of the resolutions of the directors and, if applicable, the shareholders of such Party approving the transactions contemplated hereby (in the case of the Shareholders, the Arrangement Resolution); and (c) a certified copy of the such Party’s Constating Documents. (3) From and after the Effective Time, the Plan of Arrangement will shall have all of the effects provided by applicable Law, including the CBCAQBCA. The closing of the transactions contemplated hereby Arrangement will take place at electronically by exchange of executed documents by email, using the offices Closing Folders™ platform or other electronic means or courier, and payment of Torys LLPthe Consideration, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or at such other location the Corporation Option Consideration and the Corporation Share Unit Consideration as may be agreed upon by the Partiescontemplated herein.

Articles of Arrangement and Effective Date. (a) The 1. Subject to obtaining the Final Order, the Company shall send the Articles of Arrangement shall implement to the Plan of Arrangement. The Articles of Arrangement shall include the form Director within three (3) Business Days 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 ‎‎satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition ‎the ‎condition is, of the conditions set out in Article 6 (excluding those conditions that, by their ‎their terms, cannot ‎cannot be satisfied until the Effective Date, but subject to the satisfaction or‎or, where not prohibited‎prohibited, 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 Date by the Company with ‎applicable Party for ‎whose benefit such conditions exist), unless another time or date is ‎agreed to in writing by the Director, ‎Parties; provided that the Company shall not be required to file send the ‎Articles of Arrangement to the ‎Director unless the Company has received written ‎confirmation, in a form satisfactory to it, acting ‎reasonably, from the Purchaser’s transfer agent and the Depositary that each of them ‎has received the irrevocable treasury direction referred to in ‎Section 2.9. No Articles of Arrangement shall be sent to the Director for endorsement and filing by the Director, except as contemplated hereby or with the Director unless it has received Purchaser’s prior written confirmation that Purchaser has provided funds to consent. 2. ‎The closing of the Depositary Arrangement (the “Closing”) will occur electronically at the Effective Time, or in accordance with Section 2.10such other manner or at such ‎‎other location, as may be agreed upon between the Parties. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the CBCAOBCA. The Parties agree that all requisite closing of the transactions contemplated hereby will take place documents may be exchanged electronically at the offices of Torys LLPClosing, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or at such other location and that documents so exchanged shall be binding for all purposes.‎ The date on which the Closing occurs is referred to herein as may be agreed upon by the Parties“Closing Date”.

Articles of Arrangement and Effective Date. (a1) 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 from time to time in accordance with its terms or the terms of this Agreement. (b2) Unless another time or date is agreed to in writing by The Company shall file the PartiesArticles of Arrangement with the Enterprise Registrar, and the Effective Date shall occur, on the third (3rd) Business Day after following 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 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), unless another time or date is agreed to in writing by the Parties; provided, however, that (i) set forth in Article 9, the Articles of Arrangement shall not be filed by the Company with the Director, Enterprise Registrar except as expressly provided that hereunder and with the Company Purchaser’s prior written consent (which consent shall not be required to file Articles of Arrangement with the Director unless it has received written confirmation that Purchaser has provided funds unreasonably withheld, delayed or conditioned) and (ii) notwithstanding anything to the Depositary in accordance with Section 2.10. contrary herein, at Parent’s election, by written notice no later than one (1) Business Day prior to the date on which the Effective Date would otherwise occur but for this proviso, the Effective Date, and the closing of the Arrangement and the other transactions contemplated hereby shall take place no earlier than the ninetieth (90th) day following the date of this Agreement. (3) From and after the Effective Time, the Plan of Arrangement will shall have all of the effects provided by applicable Law, including the CBCAQBCA. The closing of the Arrangement and the other transactions contemplated hereby will shall take place (a) by the exchange of documents by PDF or other electronic means at 8:00 a.m. on the offices of Torys LLPEffective Date, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or (b) at such other time and 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 Schedule AB and any amendments or variations thereto made in accordance with Section 9.11 or the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, as it may be amended as provided for in this Agreement. (b) Unless another time or date is agreed to in writing by each acting reasonably. On the Parties, on the third Business Day second business day after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, and subject to applicable Law, of the conditions (excluding those conditions that, by their terms, cannot be satisfied until the Effective DateDate and the condition in Section 6.3(c), 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 9VI, 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 Director, provided that the Company shall not be required to file the Articles of Arrangement with the Director unless the Company has received written confirmation, in form satisfactory to it, from the Depositary that it has received written confirmation that Purchaser has provided the funds referred to in Section 2.10. Subject to the Depositary terms hereof, the Company shall specify in accordance with Section 2.10a written notice to the Purchaser the date the Articles of Arrangement are to be filed (the "Filing Date"), which date shall not be less than two business days following the date that such notice is provided. From and after the Effective Time, the Plan of Arrangement will shall have all of the effects provided by applicable Law, including the CBCAOBCA. The closing of the transactions contemplated hereby will shall take place at the offices of Torys LLP, 00 Xxxxxxxxxx Xxxxxx Xxxx, XxxxxxxBlake, Xxxxxxx X0X 0X0 & Xxxxxxx LLP 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 Schedule AB and any amendments or variations thereto made in accordance with Section 9.11 or the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, as it may be amended as provided for in this Agreement. (b) Unless another time or date is agreed to in writing by each acting reasonably. On the Parties, on the third Business Day second business day after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, and subject to applicable Law, of the conditions (excluding those conditions that, by their terms, cannot be satisfied until the Effective DateDate and the condition in Section 6.3(d), 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 9VI, 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 Director, provided that the Company shall not be required to file the Articles of Arrangement with the Director unless the Company has received written confirmation, in form satisfactory to it, from the Depositary that it has received written confirmation that Purchaser has provided the funds referred to in Section 2.9. Subject to the Depositary terms hereof, the Company shall specify in accordance with Section 2.10a written notice to the Purchaser the date the Articles of Arrangement are to be filed (the “Filing Date”), which date shall not be less than two business days following the date that such notice is provided. From and after the Effective Time, the Plan of Arrangement will shall have all of the effects provided by applicable Law, including the CBCAOBCA. The closing of the transactions contemplated hereby will shall take place at the offices of Torys LLP, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 Davies Xxxx Xxxxxxxx and Xxxxxxxx LLP or at such other location as may be agreed upon by the Parties.

Articles of Arrangement and Effective Date. (a1) 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 AA and any amendments or variations thereto made in accordance with the terms of this Agreement or made at the direction of the Court in the Final Order with the consent of the Corporation and the Purchaser, as it may be amended as provided for in this Agreementeach acting reasonably. (b2) Unless another time or date is agreed to The closing of the transactions contemplated hereby (the “Closing”), including the filing of the Articles of Arrangement with the Director, shall occur as soon as reasonably practicable (and in writing by the Parties, on the third any event not later than five Business Day Days) after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition isis stipulated, of the conditions set out in Article 6 (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 isis stipulated, of those conditions as of the Effective Date) set forth ), unless another time or date is agreed to in Article 9, the Articles of Arrangement shall be filed writing by the Company with the DirectorParties, provided that if on the Company shall not be required to file Articles of Arrangement date the Corporation (3) In connection with the Director unless it has received written confirmation that Purchaser has provided funds Effective Time, the Corporation shall deliver to the Depositary Purchaser: (a) a certificate of compliance for the Corporation issued by the Director dated within two Business Days prior to the Effective Date; (b) a certified copy of the resolutions of the Board and the Shareholders approving the transactions contemplated hereby (in accordance with Section 2.10. the case of the Shareholders, the Arrangement Resolution); and (c) a certified copy of the Corporation’s Constating Documents. (4) From and after the Effective Time, the Plan of Arrangement will shall have all of the effects provided by applicable Law, including the CBCA. The closing of the transactions contemplated hereby Arrangement will take place at the offices of Torys LLP, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 via electronic document exchange (by email or at such other location as may be electronic means) unless otherwise agreed upon by the Parties.

Articles of Arrangement and Effective Date. (a) The Articles of Arrangement shall implement and effect the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule A“B” and any amendments or variations thereto made in accordance with Section 9.7 and the terms thereof or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, as it may be amended as provided for in this Agreementeach acting reasonably. (b) Unless another time or date is agreed As soon as practicable but, subject to the proviso below and paragraph (e) below, in writing by the Parties, on the third no event later than two (2) Business Day Days 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 96, 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 Director, Registrar; provided that the Company shall not be required to file the Articles of Arrangement with the Director Registrar unless it has received written confirmation that Purchaser has provided funds of the funding referred to in Section 2.8(a). (c) Subject to the Depositary terms hereof, the Company shall specify in accordance writing the date the Articles of Arrangement are to be filed (the “Filing Date”) on no less than 24 hours notice to the Purchaser, which notice shall also indicate the time on the Filing Date that the Company intends to file the Articles of Arrangement with Section 2.10. the Registrar (the time so indicated, the “Filing Time”). (d) From and after the Effective Time, the Plan of Arrangement will shall have all of the effects provided by applicable Law, including the CBCAABCA. The closing of the transactions contemplated hereby will shall take place on the Effective Date at the offices of Torys Xxxxxxx Xxxxx LLP, 00 Xxxxxxxxxx 4500, 855 – 2nx Xxxxxx XxxxX.X., Xxxxxxx, Xxxxxxx X0X 0X0 or xr at such other location as may be agreed upon by the Parties. (e) The Purchaser shall have the right to delay the Filing Date by not more than 15 Business Days on written notice to the Company provided that the Purchaser shall have confirmed to the Company in such written notice that: (i) the conditions set out at Section 6.1(a), Section 6.1(b), Section 6.1(c), Section 6.1(d) and Section 6.2(d) have been satisfied; (ii) it has made arrangements with the lenders under the Credit Agreement that upon payment to such lenders of the amount contemplated at Section 2.8(a)(ii), the condition set out at Section 6.2(f) will be satisfied; (iii) upon delivery to the Purchaser of the certificate contemplated by Section 6.2(b) (which may be delivered forthwith after receipt of the Purchaser’s notice), the conditions set forth at Section 6.2(b) will be satisfied; (iv) the Purchaser is not aware of any facts or circumstances that could reasonably be expected to cause any of the remaining conditions set forth in Section 6.1 and Section 6.2, which are for the benefit of the Purchaser, not to be satisfied at or prior to the Effective Time; (v) the Purchaser is ready and willing to complete the transactions contemplated herein and will be able to complete such transactions not later than such fifteenth Business Day and covenants to do so forthwith following satisfaction of any outstanding conditions in its favour; and (vi) the Purchaser acknowledges that the Purchaser shall not be entitled to assert that any of the conditions set out in Section 6.1 and Section 6.2 has not been satisfied as a result of the occurrence of a Material Adverse Change subsequent to the date on which such written notice is delivered.

Articles of Arrangement and Effective Date. (a1) The Subject to obtaining the Final Order, the Company shall send the Articles of Arrangement shall implement to the Plan Director within three (3) Business Days 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 set out in Article 6 (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 Date by the Company with applicable Party for whose benefit such conditions exist), unless another time or date is agreed to in writing by the Director, Parties; provided that the Company shall not be required to file send the Articles of Arrangement with to the Director unless it the Company has received written confirmation confirmation, in a form satisfactory to it, acting reasonably, from the Purchaser’s transfer agent and the Depositary that Purchaser each of them has provided funds received the irrevocable treasury direction referred to in Section 2.9. No Articles of Arrangement shall be sent to the Depositary Director for endorsement and filing by the Director, except as contemplated hereby or with the Purchaser’s prior written consent. (2) The closing of the Arrangement (the “Closing”) will occur electronically at the Effective Time, or in accordance with Section 2.10such other manner or at such other location, as may be agreed upon between the Parties. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the CBCAOBCA. The Parties agree that all requisite closing of the transactions contemplated hereby will take place documents may be exchanged electronically at the offices of Torys LLPClosing, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or at such other location and that documents so exchanged shall be binding for all purposes. The date on which the Closing occurs is referred to herein as may be agreed upon by the Parties“Closing Date”.

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 and will become effective as of the Plan of Arrangement attached to this Agreement as Schedule A, as it may be amended as provided for in this Agreement. Effective Time. On the second (b2nd) Unless another time or date is agreed to in writing by the Parties, on the third Business Day after the satisfaction or, where not prohibitedpermitted, 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 96, unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement shall be filed by the Company Terrace with the Director, provided provided, however, that the Company Articles of Arrangement shall not be required to file Articles of Arrangement with the Director unless it has received written confirmation that Purchaser has provided funds sent to the Depositary in accordance Director, for endorsement and filing by the Director, except as contemplated hereby or with Section 2.10Purchaser’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 CBCAOBCA. Each of Terrace and Purchaser 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 reasonably necessary or desirable by Purchaser or Terrace, as the case may be, provided, however, that the Plan of Arrangement shall not be amended in any manner which has the effect of changing the Consideration, expanding or increasing Purchaser’s obligations or liabilities or is inconsistent with the provisions of this Agreement or the Plan of Arrangement. (b) The closing of the transactions contemplated hereby Arrangement will take place at the offices of Torys LLPFasken Xxxxxxxxx XxXxxxxx LLP in Toronto at 8:00 a.m. (Toronto time) on the Effective Date, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or at such other location time and place as may be agreed upon to by the Parties.

Articles of Arrangement and Effective Date. (a) The Articles of Arrangement shall implement and effect the Plan of Arrangement. The Articles ‎Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule Aand ‎any amendments or variations thereto made in accordance with the Plan of Arrangement made at the direction of the Court in the ‎Final Order with the consent of UMG and Torque, as it may be amended as provided for in this Agreement.each acting ‎reasonably.‎ (b) Unless another time or UMG shall file the Articles of Arrangement with the Registrar on such date ‎specified by Torque that is agreed to in writing by the Parties, on the third no later than five Business Day Days after the satisfaction ‎satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in ‎in whose favour the condition is, of the conditions set out in Article 6 (excluding those conditions ‎conditions that, by their terms, cannot be satisfied until the Effective Date, but subject ‎subject to the satisfaction or, where not prohibited, the waiver by the applicable Party ‎Party or Parties in whose favour the condition is, of those conditions as of the Effective ‎Effective Date) set forth ), unless another time or date is agreed to in Article 9, the Articles of Arrangement shall be filed writing by the Company with Parties. ‎The filing of the Director, provided that the Company shall not be required to file Articles of Arrangement with the Director unless it Registrar shall be conclusive ‎evidence that the Arrangement has received written confirmation that Purchaser has provided funds to become effective on, and be binding on and ‎after, the Depositary in accordance with Section 2.10. Effective Date.‎ (c) From and after the Effective Time, the Plan of Arrangement will shall have all of the effects provided ‎provided by applicable Law, including the CBCAABCA. The closing of the transactions contemplated ‎contemplated hereby will (the “Closing”) shall take place at 8:00 a.m. (Calgary Time) ‎on the Effective Date at the offices of Torys LLP, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 UMG’s counsel or at such other location as may be agreed ‎agreed upon by the Parties.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 hereto as Schedule “A” and any amendments or variations thereto made in accordance with Section 10.1 or made at the direction of the Court in the Final Order with the consent of the Company and the Purchaser, as it may be amended as provided for in this Agreement. (b) Unless another time or date is agreed to in writing by each acting reasonably. On the Parties, on the third fifth Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, and subject to Applicable Law, 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 98, unless another time or date is agreed to in writing by the Parties and immediately following the receipt of a written confirmation of the irrevocable wire of the funds referenced in Section 2.9, the Articles of Arrangement shall be filed by the Company with the Director, ; provided that the Company shall not be required to file the Articles of Arrangement with the Director unless it has received written confirmation that Purchaser has provided funds prior to the Depositary in accordance with Section 2.10earlier of (i) a date during the Marketing Period specified by the Purchaser on no less than two Business Days’ notice to the Company, and (ii) the last day of the Marketing Period (such earlier date, the “Filing Date”). From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Applicable Law, including the CBCA. The closing of the transactions contemplated hereby will take place at the offices of Torys Stikeman Elliott LLP, 00 Xxxxxxxxxx Xxxxxx 1155 Xxxx-Xxxxxxxx Blvd. West, Xxxxxxx40th Floor, Xxxxxxx X0X 0X0 Montréal, Québec, or at such other location as may be agreed upon by the Parties.