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 Exhibit B and any amendments or variations thereto made in accordance with Section 9.4 and the terms thereof or made at the direction of the Court in the Final Order with the consent of Adenyo, Canadian Buyer and Parent, each acting reasonably and in good faith. (b) On the second Business Day after the Parties have agreed in writing that all of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) set forth in Article 8 have been satisfied (or, where not prohibited, waived by the applicable Party or Parties in whose favour the condition is), unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement shall be filed by Adenyo with the Director. Adenyo shall not file the Articles of Arrangement with the Director until such written agreement has been obtained. (c) From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by Applicable Law. (d) Closing of the transactions contemplated by this Agreement and the Plan of Arrangement will take place at the Toronto, Ontario offices of Blake, Xxxxxxx & Xxxxxxx LLP on the Effective Date with effect as of the Effective Time, or at such other place as the Parties shall mutually agree upon.

Articles of Arrangement and Effective Date. (a) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Exhibit B and any amendments or variations thereto made in accordance with Section 9.4 and the terms thereof or made at the direction of the Court in the Final Order with the consent of AdenyoTarget, Canadian Buyer Acquisition Sub and Parent, each acting reasonably and in good faith. (b) On the second fifth Business Day after the Parties have agreed in writing that all of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) set forth in Article 8 have been satisfied (or, where not prohibited, waived by the applicable Party or Parties in whose favour the condition is), unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement shall be filed by Adenyo Target with the Director. Adenyo Target shall not file the Articles of Arrangement with the Director until such written agreement has been obtained. (c) From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by Applicable Law. (d) Closing of the transactions contemplated by this Agreement and the Plan of Arrangement will take place at the Toronto, Ontario offices of Blake, Xxxxxxx & Xxxxxxx LLP on the Effective Date with effect as of the Effective Time, or at such other place as the Parties shall mutually agree upon.

Articles of Arrangement and Effective Date. (a) The parties agree that the Arrangement shall be implemented in accordance with the terms and conditions of this Agreement and the Plan of Arrangement. 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 soon as Exhibit B and any amendments or variations thereto made in accordance with Section 9.4 and the terms thereof or made at the direction of the Court in the Final Order with the consent of Adenyo, Canadian Buyer and Parent, each acting reasonably practicable and in good faith. any event no later than the third (b3rd) On the second Business Day after the Parties have agreed in writing that all satisfaction or waiver (subject to applicable Laws) of the conditions set forth in Article 9 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the or waiver by the (subject to applicable Party or Parties in whose favour the condition is, Law) of those conditions as of the Effective Date) set forth in Article 8 have been satisfied (or, where not prohibited, waived by the applicable Party or Parties in whose favour the condition is), and unless another time or date is agreed to in writing by the Partiesparties, the Articles of Arrangement Corporation shall be filed by Adenyo with the Director. Adenyo shall not file the Articles of Arrangement with the Director until such written agreement has been obtained. (c) From pursuant to section 192 of the Act to give effect to the Arrangement and after the Effective Time, implement the Plan of Arrangement provided that the Articles of Arrangement shall not be sent to the Director, for endorsement and filing by the Director, except as contemplated hereby or with the Acquiror’s prior written consent such consent not to be unreasonably withheld or delayed. The Arrangement shall become effective at the Effective Time and will have all of the effects provided by Applicable applicable Law. (d) Closing of , and the transactions contemplated by this Agreement steps to be carried out pursuant to the Arrangement shall become effective at the Effective Time in the order and at the times set forth in the Plan of Arrangement. The closing of the Arrangement will take place at the offices of Bxxxxx Xxxxxx Gxxxxxx LLP, Toronto, Ontario offices of Blake, Xxxxxxx & Xxxxxxx LLP on the Effective Date with effect as of the Effective TimeOntario, or at such other place as agreed upon by the Parties shall mutually agree uponparties.