Effect of the Arrangement. (a) This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement.
(b) At the Effective Time, the Arrangement shall without any further authorization, act or formality on the part of the Court be binding upon Acquiror, Acquiror Sub, Target, Spinco, the Target Shareholders and the Target Optionholders.
Effect of the Arrangement. 6.1 As at and from the Effective Time:
(a) Amalco will be a wholly-owned Subsidiary of Parent:
(b) the rights of creditors against the property and interests of Target will be unimpaired by the Arrangement; and
(c) Target Shareholders, other than Dissenting Target Shareholders, will hold Parent Shares in replacement for their Target Shares, as provided by the Plan of Arrangement.
6.2 Notwithstanding any provision of this Plan of Arrangement to the foregoing, Purchaser, Target and the Depositary will be entitled to deduct and withhold from any consideration payable to any holder of Target Shares, Target RSUs or Target Options or to any Dissenting Target Shareholder (as applicable), such amounts as Purchaser, Target or the Depositary (as the case may be) is required or permitted to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax laws, in each case, as amended. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts will be treated for all purposes hereof as having been paid to the holder of the Target Shares, Target RSUs or Target Options (as the case may be) in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required to be deducted or withheld from any payment to such holder exceeds the cash component, if any, of the consideration otherwise payable to such holder, each of Target, Purchaser and the Depositary is hereby authorized to deliver to a licensed securities broker (“Broker”) for sale in the name of the holder such portion of the Parent Shares paid as consideration to the holder under this Plan of Arrangement as is reasonably necessary to provide sufficient funds (after the deduction of all fees, commissions or costs in respect of the sale) to Purchaser, Target or the Depositary, as the case may be, to enable it to implement such deduction or withholding, with instruction to the Broker sell, on the holder’s behalf, such Parent Shares at prevailing market prices and to deliver the proceeds to Purchaser, Target or the Depositary (as the case may be). Parent Shares so delivered to a Broker in the name of a holder, will be treated for all purposes hereof as having been paid to and received by the holder. Purchaser, Target or the Depositary (as the case may be) ...
Effect of the Arrangement. This Plan of Arrangement and the Arrangement shall be binding upon Tahoe, Pan American, Subco and the Tahoe Securityholders as and from the Effective Time, without any further act or formality required on the part of any person except as expressly provided herein.
Effect of the Arrangement. At the Effective Time, the effect of the Arrangement shall be as provided in this Agreement and the Plan of Arrangement and the applicable provisions of the CBCA.
Effect of the Arrangement. (a) The Arrangement shall be effective at the Effective Time on the date that is the earlier of: (i) the date that is two (2) Business Days after the satisfaction or waiver (subject to applicable laws) of the conditions set forth in Article 5 (other than the delivery of items to be delivered on the Effective Date and the satisfaction of those conditions that, by their terms, cannot be satisfied until the Effective Date) and (ii) such date as is mutually agreed in writing by the Parties (the “Effective Date”).
(b) From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable law, including the BCBCA. Liquid agrees to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 6.2 to include such other terms determined to be necessary or desirable by LBIX, 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 Liquid Shareholders or other parties to be bound by the Plan of Arrangement or is inconsistent with the provisions of this Agreement.
(c) The closing of the Arrangement will take place at the offices of DuMoulin Black LLP, 10th Floor, 000 Xxxx Xxxxxx, Vancouver, British Columbia at 8:00 a.m. on the Effective Date, or at such other time and place as may be agreed to by the Parties.
Effect of the Arrangement. This Plan of Arrangement and the Arrangement shall be binding upon Axxxxx, Xxxxx, 000, the Alexco Securityholders (including Dissenting Shareholders), the Depositary, the registrar and transfer agent of Alexco as and from the Effective Time, without any further act or formality required on the part of any person except as expressly provided herein.
Effect of the Arrangement. This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on Triple Flag, the Company, all Affected Securityholders, including Dissenting Shareholders, the registrar and transfer agent of the Company, the Depositary and all other Persons, in each case, at and after, the Effective Time without any further act or formality required on the part of any Person.
Effect of the Arrangement. The Arrangement will become effective at, and be binding at and after, the Effective Time on: (i) MPX; (ii) iAnthus; (iii) AcquisitionCo; (iv) Amalco; (v) SpinCo; (vi) MPX Shareholders; (vii) holders of MPX Options; (viii) MPX Warrantholders; (ix) holders of MPX Convertible Debentures; (x) holders of MPX Convertible Loans; and (xi) the Depositary.
Effect of the Arrangement. 2.1 Business Combination Agreement This Plan of Arrangement is made pursuant to, is subject to the provisions of, and forms a part of the Business Combination Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth in Section 3.1. This Plan of Arrangement constitutes an arrangement as referred to in section 182 of the OBCA. If there is any conflict or inconsistency between the provisions of this Plan of Arrangement and the provisions of the Business Combination Agreement regarding the Arrangement, the provisions of this Plan of Arrangement shall govern.
Effect of the Arrangement. This Plan of Arrangement and the Arrangement shall be binding upon Esperanza, the Esperanza Shareholders, the Esperanza Optionholders, the Esperanza Warrantholders, the Esperanza RSU Holders, Alamos and Subco as and from the Effective Time, without any further act or formality required on the part of any person except as expressly provided herein.
