Common use of Implementation Steps Clause in Contracts

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 shall be carried out substantially on the terms of the Plan of Arrangement, subject to such changes as may be mutually agreed to in writing by the Parties on the advice of their respective legal, tax, and financial advisors, and the Closing shall proceed in accordance with Sections 2.7 and 2.8 of this Agreement.

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 Westaim covenants in favour of the other Parties Companies that Buyco shall, subject to Westaim shall lawfully convene and hold 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 Westaim Meeting on a date to be determined by the directors of Buyco, for the purpose of Buyco considering the Westaim Reorganization Resolutions as soon as reasonably practicable, provided that the obligation of Westaim to call the Westaim Meeting by mailing the Circular to Westaim Shareholders considering andis conditional on the prior satisfaction of the following conditions, if deemed advisableall of which conditions are included for the sole benefit of Westaim and any or all of which may be waived by Westaim in whole or in part in its sole discretion without prejudice to any other rights it may have under this Agreement or otherwise: (a) the Plumb-Line Offer shall have been mailed to Plumb-Line Securityholders (unless the Plumb-Line Offer has not been mailed as a result of a default on the part of Westaim hereunder); (b) the obligations of Westaim hereunder shall not have been terminated pursuant to Article 12; (c) Westaim shall have received all Appropriate Regulatory Approvals necessary for the mailing of the Circular; (d) Neither Arcticor, approving Plumb-Line nor PLMG shall have breached or failed to comply with, in any material respect, any of its covenants or obligations under this Agreement; (e) all representations and warranties of each of Arcticor, Plumb-Line and PLMG shall be true and correct in all material respects at the Arrangement time of the mailing of the Circular; (f) no Material Adverse Change in respect of Nascor, Plumb-Line (giving effect to the completion of the Asty Acquisition and the transactions contemplated thereby by way Four Star Acquisition, on a consolidated basis) or PLMG (giving effect to the completion of the Buyco Arrangement Resolution F&D Acquisition, on a consolidated basis) shall have occurred; (and for g) the Lock-Up Agreements shall not have been terminated by any other proper purpose as may Supporting Securityholders; (h) Westaim shall have received PLMG Lock-up Agreements, duly executed by each of the PLMG Shareholders in respect of all PLMG Securities owned or to be set out owned by such person, directly or indirectly, or over which control or direction is or will be exercised by such person which shall, in the notice for such meeting and in the Buyco Information Statement)aggregate, for which the requisite approval shall be 2/3 represent not less than 100% of the votes cast thereon by the Buyco Shareholders present in person or represented by proxy PLMG Securities to be issued and outstanding at the Buyco MeetingEffective Time, with each holder and none of Buyco Shares being entitled to one vote for each one Buyco Share held;such agreements shall have been terminated by any PLMG Shareholder; and 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 resolutionsWestaim shall have received Four Star Lock-up Agreements, duly executed by each of the Four Star Securityholders in respect of all Plumb-Line Holdings LP Securities owned or to be owned by such person, directly or indirectly, or (ii) convening and holding over which control or direction is or will be exercised by such person at 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 LawsEffective Time, and none of such agreements shall take have been terminated by 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 shall be carried out substantially on the terms of the Plan of Arrangement, subject to such changes as may be mutually agreed to in writing by the Parties on the advice of their respective legal, tax, and financial advisors, and the Closing shall proceed in accordance with Sections 2.7 and 2.8 of this AgreementFour Star Securityholder.

Implementation Steps. In order to implement the Arrangement, the following steps shall be taken by the Parties: a.(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.(b) Buyco covenants in favour of the other Parties Pubco and Subco-RI 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 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.c) Pubco covenants in favour of the other Parties Subco-RI and Buyco that Pubco shall work with the other Parties Subco-RI and Buyco to assist them in meeting the distribution obligations for listing on a Canadian securities exchange Securities Exchange and that Pubco shall make such introductions to investors, on their behalf, as is necessary; e.(d) Buyco shall proceed with and diligently pursue the application to the Court for the Final Order; and f.(e) 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 shall be carried out substantially on the terms of set forth in the Plan of Arrangement, subject to such changes as may be mutually agreed to in writing by the Parties on the advice of their respective legal, tax, and financial advisors, and the Closing shall proceed in accordance with Sections Section 2.6 and 2.7 and 2.8 of this Agreementhereof.

Implementation Steps. In order to implement the Arrangement, the following steps shall be taken by the Parties: a.(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.(b) Buyco covenants in favour of the other Parties Pubco and Subco-RI 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 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.c) Pubco covenants in favour of the other Parties Subco-RI and Buyco that Pubco shall work with the other Parties Subco-RI and Buyco to assist them in meeting the distribution obligations for listing on a Canadian securities exchange Securities Exchange and that Pubco shall make such introductions to investors, on their behalf, as is necessary; e.(d) Buyco shall proceed with and diligently pursue the application to the Court for the Final Order; and f.(e) 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 shall be carried out substantially on the terms of set forth in the Plan of Arrangement, subject to such changes as may be mutually agreed to in writing by the Parties on the advice of their respective legal, tax, and financial advisors, and the Closing shall proceed in accordance with Sections Section 2.6 and 2.7 and 2.8 of this Agreementhereof.