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

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agreed that if the Financing is not completed for any reason at such time, such notice shall automatically be deemed withdrawn), and (b) the third Business Day following the last day of the Marketing Period, but in each case subject to the satisfaction or waiver of the conditions set forth in Article 5. 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. (a) Subject to Section 7.1(b) The Articles of Article 7 of Arrangement shall implement the Plan of Arrangement and any applicable Law, Company agrees to consider any amendment, acting reasonably, to Arrangement. On 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 second Business Day after the satisfaction of any condition set forth in Article 5or, or (c) is inconsistent with the Interim Orderwhere not prohibited, 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 or, where not prohibited, the waiver of such those conditions on as of the Effective Date)) set forth in Article 6, 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 shall be filed by Company TMX Group 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, provided that the Effective Date specified in any such notice may Articles of Arrangement shall not 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 sent to the satisfaction Director, for endorsement and filing by the Director, except as contemplated hereby or waiver of the conditions set forth in Article 5with LSEG’s prior written consent. The Arrangement shall be effective at From and after the Effective Time on Time, the Effective Date and Plan of Arrangement will have all of the effects provided by applicable Law, including the OBCA. TMX Group agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 7.4 of this Agreement to include such other terms determined to be necessary or desirable by LSEG, acting reasonably, 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 TMX Group Shareholders or other parties to be bound by the Plan of Arrangement. The closing of the Arrangement will take place at the offices of Osler, Xxxxxx & Harcourt LLP, Suite 6300, First Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx at 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. (a) Subject to Section 7.1(b) The Articles of Article 7 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 C, as it may be amended as provided for in this Agreement or the Plan of Arrangement. Subject to the Interim Order, the Final Order and any applicable Law, Company agrees and without otherwise limiting Section 9.8 or the amendment provisions of the Plan of Arrangement, Acquireco will obtain the Company’s consent, such consent not to consider be unreasonably withheld, conditioned or delayed, in respect of any amendment, acting reasonably, amendment to the Plan of Arrangement at any time prior to the receipt of the Interim Order Effective Time in order to add, remove or amend any steps or terms as determined to be reasonably necessary or desirable by Acquiror; Acquireco, acting reasonably, including providing for the purchase of Company Shares by an affiliate of Parent, provided that the Plan of Arrangement shall not be amended in any manner that which is (a) is prejudicial to the holders Company Shareholders or other persons to be bound by the Plan of Company Common Shares Arrangement or Company Share-Based Instruments, is inconsistent with the provisions of this Agreement or (b) creates a reasonable risk of materially delaying, impairing or impeding the consummation of the transactions contemplated by this Agreement, including the receipt of in any approval under any Regulatory Law or material respect the satisfaction of any condition set forth in Article 5, or (c) is inconsistent 6 hereof. The Articles of Arrangement shall be filed by the Company with the Interim Order, Director on the later of (a) the first business day following the date on which the Final Order or this Agreement. is received; and (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) first business day after obtaining the Final Order and subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or waiver Parties in whose favour the condition is, 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, where not prohibited, the waiver by the applicable Party or waiver Parties in whose favour the condition is, of such those conditions on as of the Effective Date)) set forth in Article 6, unless another time or date is agreed to in writing by the Parties; provided, 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, canCompany shall not be satisfied until the Effective Date, but subject required to the satisfaction or waiver of such conditions on the Effective Date), the Closing (including the filing of the file Articles of Arrangement by Company with the Director) shall be delayed Director unless it has received written confirmation of funding referred to in Section 2.9. From 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 after the Effective Date specified in any such notice may be conditioned upon Time, the simultaneous completion Plan 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 satisfaction or waiver of the conditions set forth in Article 5. The Arrangement shall be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Law, including the OBCA. The closing of the transactions contemplated hereby will take place at the offices of Torys LLP, 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 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) The Articles of Article 7 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 at the reasonable request of the Purchaser to include such terms and any applicable Law, Company agrees to consider any amendmentconditions as may be determined by the Purchaser, acting reasonably, to be necessary or desirable provided that no such term or condition (i) shall be prejudicial to the Affected Shareholders or other Persons to be bound by the Plan of Arrangement or be inconsistent with the provisions of this Agreement or (ii) creates a reasonable risk of delaying, impairing or impeding in any material respect the receipt of any Key Regulatory Approval or the satisfaction of any condition set forth in Article 8 hereof. Subject to the Interim Order, the Final Order and any Applicable Law, the Company agrees to amend the Plan of Arrangement at any time prior to the receipt Effective Time in accordance with Section 10.2 of the Interim Order this Agreement to add, remove or amend any steps or terms as determined to be reasonably necessary or desirable by Acquiror; the Purchaser, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner that which is (ai) is prejudicial to the holders Affected Shareholders or other Persons to be bound by the Plan of Company Common Shares Arrangement or Company Share-Based Instruments, is inconsistent with the provisions of this Agreement or (bii) creates a reasonable risk of materially delaying, impairing or impeding the consummation of the transactions contemplated by this Agreement, including in any material respect the receipt of any approval under any Key Regulatory Law Approval or the satisfaction of any condition set forth in Article 5, or 8 hereof. On the later of (ci) is inconsistent with the Interim Order, second Business Day following the Final Order or this Agreement. (b) The closing last day of the transactions contemplated hereby Marketing Period and (the “Closing”ii) shall occur as promptly as reasonably practicable (but no later than the fifth Business Day) Day after obtaining the Final Order and subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or waiver Parties in whose favour the condition is, 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, where not prohibited, the waiver by the applicable Party or waiver Parties in whose favour the condition is, of such those conditions on as of the Effective Date)) set forth in Article 8, 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 shall be filed by the Company with the Director) shall be delayed . From 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 after the Effective Date specified in any such notice may be conditioned upon Time, the simultaneous completion Plan 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 satisfaction or waiver of the conditions set forth in Article 5. The Arrangement shall be effective at the Effective Time on the Effective Date and 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 Stikeman Elliott LLP, 1155 Rene-Levesque Blvd. West, 40th Floor, Montreal, Quebec, or at such otxxx xxxxxxxx as may be agreed upon by the Parties.

Articles of Arrangement and Effective Date. (a) Subject to Section 7.1(b) The Articles of Article 7 of Arrangement shall implement the Plan of Arrangement and any applicable Law, Company agrees to consider any amendment, acting reasonably, to Arrangement. On 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 second Business Day after the satisfaction of any condition set forth in Article 5or, or (c) is inconsistent with the Interim Orderwhere not prohibited, the Final Order waiver by the applicable Party or this Agreement. (b) The closing of Parties in whose favour 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 condition is, 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, where not prohibited, the waiver by the applicable Party or waiver Parties in whose favour the condition is, of such those conditions on as of the Effective Date)) set forth in Article 3, 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 shall be filed by the Company with the Director) shall be delayed Alberta Registrar. From 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 after the Effective Date specified in any such notice may be conditioned upon Time, the simultaneous completion Plan 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 satisfaction or waiver of the conditions set forth in Article 5. The Arrangement shall be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Applicable Law, including the ABCA. Subject to the Interim Order, the Final Order and any Applicable Law, the Company agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 10.1 of this Agreement to add, remove or amend any steps or terms determined to be necessary or desirable by the Purchaser, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner which is (i) prejudicial to the Common Shareholders or other persons to be bound by the Plan of Arrangement or is inconsistent with the provisions of this Agreement or (ii) creates a reasonable risk of delaying, impairing or impeding in any material respect the receipt of any Regulatory Approval or the satisfaction of any condition set forth in Article 3 hereof. The closing of the transactions contemplated hereby will take place at the offices of Xxxx & Berlis LLP, Brookfield Place, 000 Xxx Xxxxxx, Xxxxxxx, Xxxxxxx, or at such other location as may be agreed upon by the Parties.

Articles of Arrangement and Effective Date. (a1) Subject to Section 7.1(b) The Articles of Article 7 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 in accordance with the terms hereof. Subject to the Interim Order, the Final Order and any applicable Law, the Company agrees to consider any amendment, acting reasonably, to amend the Plan of Arrangement at any time prior to one Business Day prior to the receipt of the Interim Order Effective Time in accordance with Section 8.1 to add, remove or amend any steps or terms as determined to be reasonably necessary or desirable by Acquiror; the Purchaser, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner that which (a) is prejudicial to the holders Company, Company Securityholders (other than the Purchaser and affiliates or Key Management) or other Persons bound by the Plan of Arrangement or is inconsistent with the provisions of this Agreement or would result in the Company Common Shares incurring any obligations or liabilities (unless the Purchaser shall indemnify and save harmless the Company Share-Based Instrumentsfrom and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection therewith), (b) creates a reasonable risk of materially delayingcould reasonably be expected to delay, impairing impair or impeding the consummation of the transactions contemplated by this Agreement, including impede (i) the receipt of any approval under Key Regulatory Approval, (ii) the completion, SEC Approval or mailing to Shareholders of the Company Circular and all other customary proxy or other materials for the Company Meeting or (iii) the holding of the Company Meeting on the date specified in the Company Circular once finalized and so mailed, (c) materially delays or results in any Regulatory Law adverse term being imposed by the Court in the Interim Order or Final Order or any amendment, modification or supplement thereto, (d) materially delays the satisfaction of any condition set forth in Article 56 hereof, or (ce) is inconsistent with otherwise results in failure of any of the Interim Orderconditions specified in Section 4.10(2)(b) through (g) inclusive (unless the Purchaser shall indemnify and save harmless the Company from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection therewith). Any such amendment of the Final Order Plan of Arrangement will not be considered in determining whether (i) a representation or warranty of the Company under this AgreementAgreement has been breached (including whether any amendment gives rise to a requirement for the consent of any third party under a Contract) or (ii) any covenant of the Company (other than this Section 2.8(1)) has been complied with. (b2) The closing Company shall file the Articles of Arrangement with the Director upon receipt of written confirmation from the Depositary 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 funding referred 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), Section 2.9 unless another time or date is agreed to in writing by the Parties; provided, that notwithstanding the satisfaction or waiver . (3) The closing of the conditions set forth in Article 5, if Arrangement (the Marketing Period has not ended “Closing”) will take place at the time offices of the satisfaction Dentons Canada LLP, 00 Xxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 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 at 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 other location as may be conditioned agreed upon by 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 satisfaction or waiver of the conditions set forth in Article 5. The Arrangement shall be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable LawParties.