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. (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. 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. 1. The target company shall issue the corresponding original capital contribution certificate to Party A within ten working days after receiving the capital increase price paid by Party A and the completion of the debt-to-equity swap. Complete the industrial and commercial change registration procedures for Party A’s capital increase within 30 days.
2. The target company will provide Party A with a copy of the original and duplicate of the new business license (with official seal), and amendments to the company’s articles of association within ten working days after the completion of the industrial and commercial change registration corresponding to the capital increase and the acquisition of a new business license. A copy of the company’s complete articles of association (with official seal) and a copy of the register of shareholders (with official seal).
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 a. Vacant positions will be posted after the in-building switches by principals are completed.
b. Interviews shall be granted to personnel with appropriate certification seeking voluntary transfers by May 31, provided that principals will not be required to interview teachers seeking voluntary transfers more than once at any school each year.
c. Positions offered to each involuntary transferee and to teachers requesting a voluntary transfer by May 31 will be documented, including the nature of the transfer (whether involuntary or voluntary) and shared with the Federation.
Implementation Steps. Subject to the terms of this Agreement, SPAC will cooperate with, assist and consent to the Company seeking the Interim Order and the Final Order and, subject to the Company obtaining the Final Order and to the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in this Agreement (excluding conditions that by their terms cannot be satisfied until the Arrangement Effective Date, but subject to the satisfaction or, when permitted, waiver of those conditions as of the Arrangement Effective Date) as soon as reasonably practicable thereafter (and in any event no later than two (2) Business Days thereafter), take any and all steps and actions, and if applicable, making all filings with Governmental Authorities necessary to give effect to the Arrangement and carry out the terms of the Plan of Arrangement applicable to SPAC prior to the Agreement End Date.
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.
