Implementation Steps. (a) FSD Pharma covenants and agrees that, subject to the terms of this Agreement, it will promptly:
(i) apply to the Court pursuant to section 182 of the OBCA and prepare, file, and diligently pursue an application for an Interim Order;
(ii) proceed with such application and diligently pursue obtaining the Interim Order, including submission to the Court of the materials that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution Warrants, including without limitation the Circular, in connection with the Meeting;
(iii) lawfully convene and hold the Meeting in accordance with the Interim Order, FSD Pharma's articles and applicable Laws, as soon as reasonably practicable after the Interim Order is issued, for the purpose of, among other things, having the FSD Pharma Securityholders consider the Arrangement Resolution;
(iv) take all other actions that are reasonably necessary or desirable to obtain the approval of the Arrangement;
(v) subject to obtaining such approvals as are required by the Interim Order, as soon as reasonably practicable after the Meeting, make an application to the Court for the Final Order;
(vi) proceed with such application and diligently pursue obtaining the Final Order; and
(vii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each 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 when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps necessary or desirable to give effect to the Arrangement.
(b) Celly Nu covenants and agrees that, subject to the terms of this Agreement, it shall promptly:
(i) cooperate and assist FSD Pharma in seeking the Interim Order and the Final Order; and
(ii) subject to: (i) obtaining the Final Order; and (ii) the satisfaction or waiver (subject to applicable Laws) of each 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 when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions necessary or desirable to give effect to the Arrangement.
Implementation Steps. In order to implement the Arrangement, the following steps shall be taken by the Parties:
a.) upon execution of this Arrangement Agreement, Buyco shall forthwith deliver to Pubco payment for the Deposit, which shall be a non-refundable deposit in partial payment of the Purchase Price;
b.) Buyco covenants in favour of the other Parties that Buyco shall, subject to the terms of this Arrangement Agreement, use commercially reasonable efforts to have the Buyco Shareholders approve the Arrangement either by (i) unanimous consent resolutions, or (ii) convening and holding the Buyco Meeting on a date to be determined by the directors of Buyco, for the purpose of Buyco Shareholders considering and, if deemed advisable, approving the Arrangement and the transactions contemplated thereby by way of the Buyco Arrangement Resolution (and for any other proper purpose as may be set out in the notice for such meeting and in the Buyco Information Statement), for which the requisite approval shall be 2/3 of the votes cast thereon by the Buyco Shareholders present in person or represented by proxy at the Buyco Meeting, with each holder of Buyco Shares being entitled to one vote for each one Buyco Share held;
c.) Target covenants in favour of the other Parties that Target shall, subject to the terms of this Arrangement Agreement, use commercially reasonable efforts to have the Target Securityholders approve the Arrangement by (i) unanimous consent resolutions, or (ii) convening and holding the Target Meeting on a date to be determined by the Target Managers, for the purpose of Target Securityholders considering and, if deemed advisable, approving the Arrangement and the transactions contemplated thereby by way of the Target Arrangement Resolution, or otherwise as required pursuant to applicable Laws, and shall take any other necessary corporate action to permit the consummation of the Arrangement and other transactions contemplated hereby;
d.) Pubco covenants in favour of the other Parties that Pubco shall work with the other Parties to assist them in meeting the distribution obligations for listing on a Canadian securities exchange and that Pubco shall make such introductions to investors, on their behalf, as is necessary;
e.) Buyco shall proceed with and diligently pursue the application to the Court for the Final Order; and
f.) upon issuance by the Court of the Final Order and subject to fulfillment or waiver of the conditions precedent in Article 5 hereof, the Arrangement...
Implementation Steps. 5.1. It is recorded that each of the Implementation Steps shall be implemented in a specific order in accordance with the terms of the Implementation Agreement.
5.2. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that this Agreement shall, subject to the provisions of clause 6.3 of the Implementation Agreement, be implemented on the Closing Date in the sequence set out in the Implementation Agreement.
5.3. If the Seller gives notice in terms of clause 6.2.2 of the Implementation Agreement then, on the basis set out in the Implementation Agreement and without any compensation being payable, the transaction contemplated in this Agreement shall be cancelled such that the Sale Shares are transferred back to the Seller.
Implementation Steps. In order to implement the Arrangement, the following steps shall be taken by the Parties:
a) upon execution of this Arrangement Agreement, Buyco shall forthwith deliver to Pubco payment for the Deposit, which shall be a non-refundable deposit in partial payment of the Purchase Price;
Implementation Steps. (a) CMI covenants in favour of Genterra that CMI shall either lawfully convene and hold the CMI Meeting for the purpose of considering the CMI Amalgamation Resolution or circulate the CMI Amalgamation Resolution for signature by all of the Holders of CMI Shares as soon as reasonably practicable and, in any event, no later than December 31, 2009 subject to adjournments or postponements, as may be agreed to by CMI and Genterra.
(b) Genterra covenants in favour of CMI that Genterra shall lawfully convene and hold the Genterra Meeting for the purpose of considering the Genterra Amalgamation Resolution as soon as reasonably practicable and, in any event, no later than December 31, 2009 , subject to adjournments or postponements, as may be agreed to by CMI and Genterra.
Implementation Steps. (a) HPB shall call and convene the HPB Meeting at which the HPB Shareholders will be asked to approve the Amalgamation and any ancillary matters.
(b) HPB covenants in favour of Bradstone that it shall in its capacity as the sole shareholder of Subco, approve and execute a special resolution approving the Amalgamation as soon as reasonably practicable and, in any event, no later than March 31, 2015, or such other date as may be agreed to by HPB and Bradstone.
(c) Following the approval of this Agreement by the shareholders of the Amalgamating Corporations in accordance with the OBCA and with the terms of this Agreement, and subject to the satisfaction or waiver of all conditions precedent set forth in this agreement, Xxxxxxxxx and Subco shall jointly file the Articles of Amalgamation with the director, as provided under the OBCA.
Implementation Steps. The following are the general steps which make up the implementation process: ▪ Kickoff meeting ▪ Program Design and Documentation ▪ System Configuration and Signoff ▪ Data Review and Validation ▪ Administrator Training ▪ Historical Data Collection (if applicable)
Implementation Steps. 1 SECTION 1.2
Implementation Steps. On the Implementation Date:
(a) subject to the provision of the Scheme Consideration in accordance with the Scheme and Boart Canada having provided Boart Xxxxxxxx with written confirmation of that having occurred, all the Scheme Shares, together with all rights and entitlements attaching to those shares as at the Implementation Date, will be transferred to Boart Canada without the need for any further act by any Scheme Shareholder (other than acts performed by Boart Longyear or its directors and officers as attorney and agent for the Scheme Shareholders under the Scheme) by Boart Xxxxxxxx effecting a valid transfer or transfers of the Scheme Shares to Boart Canada under section 1074B of the Corporations Act or, if that procedure is not available for any reason in respect of any Scheme Shares, by:
(i) Boart Xxxxxxxx delivering to Boart Canada for execution duly completed and, if necessary, stamped Scheme Transfers to transfer the Scheme Shares to Boart Canada, duly executed by Boart Longyear or any of its directors and officers as the attorney and agent of each Scheme Shareholder as transferor under clauses 5.2 and 5.3;
(ii) Boart Canada executing the Scheme Transfers as transferee and delivering them to Boart Xxxxxxxx; and
(iii) Boart Xxxxxxxx upon receipt of the Scheme Transfers under subparagraph (ii) entering or procuring entry of the name and address of Boart Canada in the Boart Xxxxxxxx Register as the holder of all the Scheme Shares; and
(b) Boart Canada will issue to each Scheme Shareholder the Scheme Consideration for each Boart Xxxxxxxx Share held by the Scheme Shareholder, in accordance with and subject to the terms of this Scheme.
Implementation Steps. (a) ICEsoft covenants that it shall convene the ICEsoft Meeting to approve the ICEsoft Amalgamation Resolution as soon as reasonably practicable and, in any event, no later than October 15, 2015, or such other date as may be agreed to by Xxxxxxx and ICEsoft.
(b) Xxxxxxx covenants in favour of ICEsoft that it shall, in its capacity as the sole shareholder of Subco, approve and execute a written resolution approving the Amalgamation as soon as reasonably practicable and, in any event, no later than October 15, 2015, or such other date as may be agreed to by Xxxxxxx and ICEsoft.
(c) Each of ICEsoft, Subco and Xxxxxxx covenants to each other to use their commercially reasonable efforts to perform their respective obligations under this Agreement.
