Common use of Effect of the Arrangement Clause in Contracts

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) will notify the holder thereof, remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate taxing authority and remit to the holder any unapplied balance of the net proceeds of such sale. None of Target, Purchaser or the Depositary shall be under any obligation to obtain or indemnify any such holder in respect of a particular price for the Parent Shares so sold. Notwithstanding the foregoing, in lieu of having all or any part of a holder’s Parent Shares sold under this Section 6.2, (i) the holder may at any time prior to the Effective Date, provide cash to Target, Purchaser or the Depositary to fund any required withholding taxes in respect of their Target Shares, Target RSUs or Target Options (as the case may be), provided the cash delivered is sufficient to satisfy any remittance in full or (ii) the holder may direct the Target, Purchaser or the Depositary to deduct any required withholding taxes in respect of their Target Shares, Target RSUs or Target Options (as the case may be) from any amount owing at the Effective Date by Target, Purchaser or the Depositary (as the case may be) to the holder (pursuant to the Plan of Arrangement or otherwise) to fund all or any portion of such required withholding taxes.

Effect of the Arrangement. 6.1 As at and from the Effective Time: (a) Amalco Mylk will be a wholly-owned Subsidiary of Parent:EATS; (b) the rights of creditors against the property and interests of Target Mylk will be unimpaired by the Arrangement; and (c) Target Mylk Shareholders, other than Dissenting Target ShareholdersDissenters, will hold Parent EATS Shares in replacement for their Target Mylk Shares, as provided by the Plan of Arrangement. 6.2 Notwithstanding any provision of this Plan of Arrangement to the foregoingEATS, Purchaser, Target Mylk 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 Mylk Shares and to any Dissenting Target Shareholder (as applicable)Dissenter, such amounts as PurchaserEATS, Target Mylk 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 of‌ the Target Shares, Target RSUs or Target Options (as the case may be) shares 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 componentEach of Mylk, if any, of the consideration otherwise payable to such holder, each of Target, Purchaser EATS and the Depositary is hereby authorized to deliver to a licensed securities broker (“Broker”) for sale in the name sell or otherwise dispose of the holder such portion of the Parent EATS Shares paid payable as consideration to the holder under this Plan of Arrangement as is reasonably necessary to provide sufficient funds (after the deduction of all feesto EATS, commissions or costs in respect of the sale) to Purchaser, Target Mylk or the Depositary, as the case may be, to enable it to implement such deduction or withholding, with instruction to the Broker selland EATS, on the holder’s behalf, such Parent Shares at prevailing market prices and to deliver the proceeds to Purchaser, Target Mylk 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) will notify the holder thereof, remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate taxing authority thereof and remit to the holder any unapplied balance of the net proceeds of such sale. None of Target, Purchaser or the Depositary shall be under any obligation to obtain or indemnify any such holder in respect of a particular price for the Parent Shares so sold. Notwithstanding the foregoing, in lieu of having all or any part of a holder’s Parent Shares sold under this Section 6.2, (i) the holder may at any time prior to the Effective Date, provide cash to Target, Purchaser or the Depositary to fund any required withholding taxes in respect of their Target Shares, Target RSUs or Target Options (as the case may be), provided the cash delivered is sufficient to satisfy any remittance in full or (ii) the holder may direct the Target, Purchaser or the Depositary to deduct any required withholding taxes in respect of their Target Shares, Target RSUs or Target Options (as the case may be) from any amount owing at the Effective Date by Target, Purchaser or the Depositary (as the case may be) to the holder (pursuant to the Plan of Arrangement or otherwise) to fund all or any portion of such required withholding taxes.

Effect of the Arrangement. 6.1 As at and from the Effective Time: (a) Amalco PMI will be a wholly-owned Subsidiary of Parent:Kxxxxx; (b) the rights of creditors against the property and interests of Target PMI will be unimpaired by the Arrangement; and (c) Target PMI Shareholders, other than Dissenting Target ShareholdersDissenters, will hold Parent Kxxxxx Shares in replacement for their Target PMI Shares, as provided by the Plan of Arrangement. 6.2 Notwithstanding any provision of this Plan of Arrangement to the foregoingKxxxxx, Purchaser, Target PMI 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 PMI Shares and to any Dissenting Target Shareholder (as applicable)Dissenter, such amounts as PurchaserKxxxxx, Target PMI 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) shares 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 componentEach of PMI, if any, of the consideration otherwise payable to such holder, each of Target, Purchaser Kxxxxx and the Depositary is hereby authorized to deliver to a licensed securities broker (“Broker”) for sale in the name sell or otherwise dispose of the holder such portion of the Parent Kxxxxx Shares paid payable as consideration to the holder under this Plan of Arrangement as is reasonably necessary to provide sufficient funds (after the deduction of all feesto Kxxxxx, commissions or costs in respect of the sale) to Purchaser, Target PMI or the Depositary, as the case may be, to enable it to implement such deduction or withholding, with instruction to the Broker selland Kxxxxx, on the holder’s behalf, such Parent Shares at prevailing market prices and to deliver the proceeds to Purchaser, Target PMI 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) will notify the holder thereof, remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate taxing authority thereof and remit to the holder any unapplied balance of the net proceeds of such sale. None of Target, Purchaser or the Depositary shall be under any obligation to obtain or indemnify any such holder in respect of a particular price for the Parent Shares so sold. Notwithstanding the foregoing, in lieu of having all or any part of a holder’s Parent Shares sold under this Section 6.2, (i) the holder may at any time prior to the Effective Date, provide cash to Target, Purchaser or the Depositary to fund any required withholding taxes in respect of their Target Shares, Target RSUs or Target Options (as the case may be), provided the cash delivered is sufficient to satisfy any remittance in full or (ii) the holder may direct the Target, Purchaser or the Depositary to deduct any required withholding taxes in respect of their Target Shares, Target RSUs or Target Options (as the case may be) from any amount owing at the Effective Date by Target, Purchaser or the Depositary (as the case may be) to the holder (pursuant to the Plan of Arrangement or otherwise) to fund all or any portion of such required withholding taxes.

Effect of the Arrangement. 6.1 7.1 As at and from the Effective Time: (a) Amalco Cangold will be a wholly-owned Subsidiary of Parent:Great Panther; (b) the rights of creditors against the property and interests of Target Cangold will be unimpaired by the Arrangement; and (c) Target Cangold Shareholders, other than Dissenting Target ShareholdersDissenters, will hold Parent Great Panther Shares in replacement for their Target Cangold Shares, as provided by the Plan of Arrangement. 6.2 Notwithstanding any provision of this Plan of Arrangement to the foregoing7.2 Great Panther, Purchaser, Target Cangold and the Depositary will be entitled to deduct and withhold from any consideration payable payable, or amount, property or certificate deliverable, to any holder Person in accordance with this Plan of Target Shares, Target RSUs Arrangement or Target Options or to any Dissenting Target Shareholder (as applicable)the Arrangement, such amounts as PurchaserGreat Panther, Target Cangold 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) shares 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 componentEach of Cangold, if any, of the consideration otherwise payable to such holder, each of Target, Purchaser Great Panther and the Depositary is hereby authorized to deliver to a licensed securities broker (“Broker”) for sale in the name sell or otherwise dispose of the holder such portion of the Parent Great Panther Shares paid payable as consideration to the holder under this Plan of Arrangement as is reasonably necessary to provide sufficient funds (after the deduction of all feesto Great Panther, commissions or costs in respect of the sale) to Purchaser, Target Cangold or the Depositary, as the case may be, to enable it to implement such deduction or withholdingwithholding or related remittance of taxes, with instruction to the Broker selland Great Panther, on the holder’s behalf, such Parent Shares at prevailing market prices and to deliver the proceeds to Purchaser, Target Cangold 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) will notify the holder thereof, remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate taxing authority thereof and remit to the holder any unapplied balance of the net proceeds of such sale. None of Target, Purchaser or the Depositary shall be under any obligation to obtain or indemnify any such holder in respect of a particular price for the Parent Shares so sold. Notwithstanding the foregoing, in lieu of having all or any part of a holder’s Parent Shares sold under this Section 6.2, (i) the holder may at any time prior to the Effective Date, provide cash to Target, Purchaser or the Depositary to fund any required withholding taxes in respect of their Target Shares, Target RSUs or Target Options (as the case may be), provided the cash delivered is sufficient to satisfy any remittance in full or (ii) the holder may direct the Target, Purchaser or the Depositary to deduct any required withholding taxes in respect of their Target Shares, Target RSUs or Target Options (as the case may be) from any amount owing at the Effective Date by Target, Purchaser or the Depositary (as the case may be) to the holder (pursuant to the Plan of Arrangement or otherwise) to fund all or any portion of such required withholding taxes.