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Common use of Paramountcy Clause in Contracts

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities issued prior to the Effective Time; (2) the rights and obligations of the Affected Securityholders and of any transfer agent, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Affected Securities shall be deemed to have been settled, compromised, released and determined without liability, except as set forth in this Plan of Arrangement. {B1191373.1} XXXX 00000000 1. The arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”) involving HNZ Group Inc. (the “Corporation”), as more particularly described and set forth in the management information circular (the “Circular”) of the Corporation dated l, 2017 accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)), is hereby authorized, approved and adopted. 2. The plan of arrangement of the Corporation (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”)), the full text of which is set out in Schedule “l” to the Circular, is hereby authorized, approved and adopted. 3. The (23) Arrangement Agreement and all the transactions contemplated therein, (23) actions of the directors of the Corporation in approving the Arrangement Agreement, and (23) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. The Corporation is hereby authorized to apply for a final order from the Superior Court of Quebec to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Corporation or that the Arrangement has been approved by the Superior Court of Quebec, the directors of the Corporation are hereby authorized and empowered to, without notice to or approval of the shareholders of the Corporation, (23) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement and (23) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions. 6. Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute and deliver for filing with the Director under the CBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. {B1191373.1} XXXX 00000000

Appears in 1 contract

Samples: Arrangement Agreement (Phi Inc)

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities securities of the Company issued prior to the Effective Time; (2) the rights and obligations of the Affected Securityholders holders of the securities of the Company and of any trustee and transfer agentagent therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actionactions, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way relating to any Affected Securities securities of the Company shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan of Arrangement. {B1191373.1} XXXX 00000000herein. 1. The arrangement (the “Arrangement”) under Section 192 pursuant to Division 5 of Part 9 of the Canada Business Corporations Act (British Columbia) (the “CBCABCBCA”) involving HNZ Group Goodness Growth Holdings, Inc. (the “CorporationCompany”), pursuant to the arrangement agreement between the Company and Verano Holdings Corp. dated January 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), as more particularly described and set forth in the management information circular of the Company dated ●, 2022 (the “Circular”) of the Corporation dated l, 2017 accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)), is and all transactions contemplated thereby, are hereby authorized, approved and adopted. 2. The plan of arrangement of the Corporation (Company, as it has been or may be amendedmodified, modified supplemented or supplemented amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out in Schedule “l” as Appendix ● to the Circular, is hereby authorized, approved and adopted. 3. The (23) Arrangement Agreement Company be and all the transactions contemplated therein, (23) actions of the directors of the Corporation in approving the Arrangement Agreement, and (23) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. The Corporation is hereby authorized to apply for a final order from the Superior Supreme Court of Quebec British ‎Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement ‎Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented ‎supplemented and as described in the Circular)Circular).‎ 4. The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Corporation Company (the “Company Shareholders”) or that the Arrangement has been approved by the Superior Supreme Court of QuebecBritish Columbia, the directors of the Corporation Company are hereby authorized and empowered toempowered, at their discretion, without further notice to or approval of the shareholders of the Corporation, Company Shareholders: (23i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement their terms; and (23ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions. 6. Any officer or director of the Corporation Company is hereby authorized and directed for and on behalf of the Corporation Company to execute make an application to the Court for an order approving the Arrangement and deliver for filing with the Director to execute, under the CBCA articles corporate seal of arrangement the Company or otherwise, and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement or the Plan of ArrangementAgreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Corporation Company is hereby authorized and directed directed, for and on behalf of the Corporation Company, to execute or cause to be executed and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as as, in such person determines person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing. {B1191373.1} XXXX 00000000.

Appears in 1 contract

Samples: Arrangement Agreement (Verano Holdings Corp.)

Paramountcy. From and after the Effective Time: : (1i) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities TMX Group Shares and TMX Group Options issued prior to the Effective Time; , (2ii) the rights and obligations of the Affected Securityholders registered holders of TMX Group Shares and of TMX Group Options, and TMX Group, Maple, the Depositary and any transfer agent, trustee, agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (3iii) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) ), only with respect to or in connection with this Plan of Arrangement, based on or in any way relating to any Affected Securities TMX Group Shares or TMX Group Options shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan of Arrangement. {B1191373.1} XXXX 00000000herein. 1. The arrangement (the “Arrangement”) under Section 192 182 of the Canada Business Corporations Act (Ontario) (the “CBCAOBCA”) involving HNZ of TMX Group Inc. (the CorporationTMX Group”), as more particularly described and set forth in the management information circular (the “Circular”) dated  of the Corporation dated l, 2017 TMX Group accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement support agreement (the “Support Agreement”) made as of October 30, 2017 2011, between the TMX Group and Maple Group Acquisition Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)), is hereby authorized, approved and adopted. 2. The plan of arrangement of the Corporation TMX Group (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Support Agreement (the “Plan of Arrangement”)), the full text of which is set out in Schedule “l” A to the CircularSupport Agreement, is hereby authorized, approved and adopted. 3. The (23i) Arrangement Support Agreement and all the transactions contemplated thereinrelated transactions, (23ii) actions of the directors of the Corporation TMX Group in approving the Arrangement Support Agreement, and (23iii) actions of the directors and officers of the Corporation TMX Group in executing and delivering the Arrangement Support Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. The Corporation TMX Group be and is hereby authorized to apply for a final order from the Ontario Superior Court of Quebec Justice to approve the Arrangement on the terms set forth in the Arrangement Support Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Corporation TMX Group or that the Arrangement has been approved by the Ontario Superior Court of QuebecJustice, the directors of the Corporation TMX Group are hereby authorized and empowered to, without notice to or approval of the shareholders of the CorporationTMX Group, (23i) amend, modify or supplement the Arrangement Support Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Support Agreement and the Plan of Arrangement and (23ii) subject to the terms of the Arrangement Support Agreement, not to proceed with the Arrangement and related transactions. 6. Any officer or director of the Corporation TMX Group is hereby authorized and directed for and on behalf of the Corporation TMX Group to execute and deliver for filing with the Director under the CBCA OBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of ArrangementSupport Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Corporation TMX Group is hereby authorized and directed for and on behalf of the Corporation TMX Group to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person Person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. {B1191373.1} XXXX 000000001 Consent under the TMX Group Credit Agreement. 2 Consents under the Credit Agreement between Natural Gas Exchange Inc. and The Toronto- Dominion Bank dated November 1, 2007 and found under section 12.58 in the TMX Group Data Room. 3 Consents under the Credit Facility between Canadian Derivatives Clearing Corporation and Royal Bank of Canada dated April 29, 2009 and found under section 12.57 in the TMX Group Data Room.

Appears in 1 contract

Samples: Support Agreement

Paramountcy. From and after the Effective Time: (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities issued prior to the Effective TimeCarlisle Shares, Carlisle Options or Carlisle Warrants; (2b) the rights and obligations of the Affected Securityholders holders of Carlisle Shares, Carlisle Options and of Carlisle Warrants and any trustee and transfer agentagent therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3c) all actions, causes of action, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way away relating to any Affected Securities Carlisle Shares, Carlisle Options and Carlisle Warrants shall be deemed to have been settled, compromised, released and determined without liability, any liability except as set forth in this Plan of Arrangement. {B1191373.1} XXXX 00000000herein. 1. The arrangement (the “Arrangement”) under Section 192 section 182 of the Canada Business Corporations Act (Ontario) (the “CBCAOBCA”) involving HNZ Group Inc. Carlisle Goldfields Limited (the “CorporationCompany”), as more particularly described and set forth in the management information circular (the “Circular”) of the Corporation dated l, 2017 Company accompanying the notice of this meeting (meeting, as the Arrangement may be amended, modified or supplemented amended in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”))its terms, is hereby authorized, approved and adopted. 2. The plan of arrangement of the Corporation (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”))) involving the Company, the full text of which is set out in as Schedule “l” A to the CircularArrangement Agreement made as of October 15, 2015 between Alamos Gold Inc. and the Company (the “Arrangement Agreement”), as the Plan of Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted. 3. The (23) Arrangement Agreement and all Agreement, the transactions contemplated therein, (23) actions of the directors of the Corporation Company in approving the Arrangement Agreement, Agreement and (23) the actions of the directors and officers of the Corporation Company in executing and delivering the Arrangement Agreement, Agreement and any amendments, modifications or supplements thereto, amendments thereto in accordance with its terms are hereby ratified and approved. 4. The Corporation is hereby authorized to apply for a final order from the Superior Court of Quebec to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). 5. Notwithstanding that this resolution has been passed (and the Plan of Arrangement adopted) by the shareholders of the Corporation Company or that the Arrangement has been approved by the Ontario Superior Court of QuebecJustice (Commercial List), the directors of the Corporation Company are hereby authorized and empowered to, without further notice to or approval of the shareholders of the Corporation, Company (23i) amend, modify or supplement to amend the Arrangement Agreement or the Plan of Arrangement Arrangement, to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement Arrangement, and (23ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactionsArrangement. 65. Any one director or officer or director of the Corporation Company be and is hereby authorized and directed for and on behalf of the Corporation Company to execute execute, under the corporate seal of the Company or otherwise, and to deliver for filing with to the Director under the CBCA OBCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documentsAgreement. 76. Any one director or officer or director of the Corporation Company be and is hereby authorized and directed for and on behalf of the Corporation Company to execute or cause to be executed executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person determines person’s opinion may be necessary or desirable to give full effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document document, agreement or instrument or the doing of any such act or thing. {B1191373.1} XXXX 00000000.

Appears in 1 contract

Samples: Arrangement Agreement

Paramountcy. From and after the Effective Time: : (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities Xxxxxxxx Shares and Xxxxxxxx Equity Awards issued or outstanding prior to the Effective Time; , (2b) the rights and obligations of the Affected Securityholders Xxxxxxxx Shareholders, holders of Xxxxxxxx Equity Awards, Xxxxxxxx, Agnico, the Depositary and of any registrar or transfer agent, trustee, agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (3c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Affected Securities Xxxxxxxx Shares and Xxxxxxxx Equity Awards shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan of Arrangement. {B1191373.1} XXXX 00000000. 1. The arrangement (as it may be modified, supplemented or amended, the "Arrangement") under Section 192 section 182 of the Canada Business Corporations Act (the “CBCA”Ontario) involving HNZ Group Inc. (the “Corporation”"OBCA") of Xxxxxxxx Lake Gold Ltd. (the "Company"), pursuant to the merger agreement between the Company and Agnico Eagle Mines Limited ("Agnico") dated September 28, 2021, as it has been or may be modified, supplemented or amended from time to time in accordance with its terms (the "Merger Agreement"), as more particularly described and set forth in the joint management information circular (the “Circular”) of the Corporation Company and Agnico dated l, 2017 accompanying the notice of this meeting 2021 (as the Arrangement may be amendedmodified, modified supplemented or supplemented amended from time to time in accordance with the arrangement agreement made as of October 30Merger Agreement, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)"Circular"), is and all transactions contemplated thereby, are hereby authorized, approved and adopted. 2. The plan of arrangement of the Corporation (Company, as it has been or may be amendedmodified, modified supplemented or supplemented amended in accordance with the Arrangement Merger Agreement and its terms (the "Plan of Arrangement”)"), the full text of which is set out in Schedule “l” as Appendix • to the Circular, is hereby authorized, approved and adopted. 3. The The: (23i) Arrangement Merger Agreement and all the transactions contemplated therein, ; (23ii) actions of the directors of the Corporation Company in approving the Arrangement and the Merger Agreement, ; and (23iii) actions of the directors and officers of the Corporation Company in executing and delivering the Arrangement AgreementMerger Agreement and any modifications, supplements or amendments thereto, and any amendments, modifications or supplements theretocausing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 4. The Corporation Company is hereby authorized to apply for a final order from the Ontario Superior Court of Quebec Justice (Commercial List) (the "Court") to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular)Arrangement. 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders holders of common shares of the Corporation Company (the "Company Shareholders") or that the Arrangement has been approved by the Superior Court of QuebecCourt, the directors of the Corporation Company are hereby authorized and empowered toempowered, at their discretion, without further notice to or approval of the shareholders of the Corporation, Company Shareholders: (23i) to amend, modify or supplement the Arrangement Merger Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement their respective terms; and (23ii) subject to the terms of the Arrangement Merger Agreement, not to proceed with the Arrangement and any related transactions. 6. Any one director or officer or director of the Corporation Company be and is hereby authorized and directed for and on behalf of the Corporation Company to execute make an application to the Court for an order approving the Arrangement, to execute, under the corporate seal of the Company or otherwise, and to deliver for filing with to the Director under the CBCA OBCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documentsMerger Agreement. 7. Any officer or director of the Corporation Company is hereby authorized and directed directed, for and on behalf of the Corporation Company, to execute or cause to be executed and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as as, in such person determines person's opinion, may be necessary or desirable to give full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing. 1. {B1191373.1} XXXX 00000000Agnico Eagle Mines Limited ("Agnico") is hereby authorized and directed to issue up to ♦ common shares in the capital of Agnico (the "Consideration Shares") in connection with the acquisition of all of the issued and to be issued common shares of Xxxxxxxx Lake Gold Ltd. ("Xxxxxxxx") pursuant to a plan of arrangement (the "Plan of Arrangement") under section 182 of the Business Corporations Act (Ontario) (the "Arrangement") in accordance with a merger agreement between Agnico and Xxxxxxxx dated September 28, 2021, as it may be amended, supplemented or otherwise modified from time to time (the "Merger Agreement"), all as more particularly described and set forth in the joint management information circular dated ♦, 2021, as it may be amended, supplemented or otherwise modified from time to time (the "Circular"), such number of Consideration Shares consisting of: (i) up to ♦ Consideration Shares issuable to shareholders of Xxxxxxxx pursuant to the Plan of Arrangement; (ii) up to ♦ Consideration Shares issuable upon the exercise of Agnico replacement options to be issued in exchange for Xxxxxxxx options and upon the exercise, settlement or redemption of the Xxxxxxxx restricted share unit and performance share unit awards to be assumed by Agnico pursuant to the Arrangement; and (iii) an additional ♦ Consideration Shares to account for clerical and administrative matters, including to settle fractional entitlements to Consideration Shares under the Arrangement. 2. The Consideration Shares will be, when issued, validly issued as fully paid and non-assessable common shares in the capital of Agnico and, at or following the effective time of the Arrangement, the registrar and transfer agent of the common shares of Agnico from time to time is hereby authorized and directed upon receipt of a direction from any one director or officer of Agnico to countersign and deliver certificates, or other evidence of issuance, in respect of the Consideration Shares. 3. Notwithstanding that this resolution has been duly passed by the holders of common shares of Agnico (the "Agnico Shareholders") or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of Agnico are hereby authorized and empowered, at their discretion, at any time prior to the effective time of the Arrangement and without any further notice to or approval of the Agnico Shareholders, to: (i) amend, supplement or modify the Merger Agreement or the Plan of Arrangement to the extent permitted by the Merger Agreement and the Plan of Arrangement, as applicable; (ii) revoke this resolution, in whole or in part, and not give effect to this resolution; (iii) increase the number of Consideration Shares issuable in connection with the Arrangement, subject to the limitations imposed by the Toronto Stock Exchange; and/or (iv) subject to the terms of the Merger Agreement, not to proceed with the Arrangement and any related transactions. 4. Any one director or officer of Agnico is hereby authorized and directed, for and on behalf and in the name of Agnico, to execute or cause to be executed and to deliver or cause to be delivered, whether under corporate seal of Agnico or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such document, agreement or instrument or the doing of any such other act or thing.

Appears in 1 contract

Samples: Merger Agreement (Kirkland Lake Gold Ltd.)

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities securities of Aphria issued prior to the Effective Time; (2) the rights and obligations of the Affected Securityholders holders of the securities of Aphria and of any trustee and transfer agentagent therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actionactions, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way relating to any Affected Securities securities of Aphria shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan of Arrangement. {B1191373.1} XXXX 00000000 1herein. The text of the Arrangement Resolution which Aphria Shareholders will be asked to pass at the Aphria Meeting is as follows: (1) the arrangement (the “Arrangement”) under Section 192 section 182 of the Canada Business Corporations Act (Ontario) (the “CBCAOBCA”) involving HNZ Group Tilray, Inc. (“Tilray”) and Aphria Inc. (“Aphria”) and the “Corporation”)securityholders of Aphria, all as more particularly described and set forth in the management information circular (the “Circular”) of the Corporation dated l, 2017 Aphria accompanying the notice of this meeting (as the Arrangement may be amendedbe, or may have been, modified or supplemented amended in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)its terms), is hereby authorized, approved and adopted.; (2. The ) the arrangement agreement (the “Arrangement Agreement”) among Tilray and Aphria dated December 15, 2020 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of the directors of Aphria in approving the Arrangement and the actions of the directors and officers of Aphria in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified and approved; (3) the plan of arrangement of the Corporation (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”))) of Aphria implementing the Arrangement, the full text of which is set out in Schedule “lA” to the CircularArrangement Agreement (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.; 3. The (234) Arrangement Agreement and all the transactions contemplated therein, (23) actions of the directors of the Corporation in approving the Arrangement Agreement, and (23) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. The Corporation Aphria is hereby authorized to apply for a final order from the Ontario Superior Court of Quebec Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be be, or may have been, modified, supplemented or amended, modified or supplemented and as described in the Circular).; (5. Notwithstanding ) notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved) by the shareholders of the Corporation Aphria or that the Arrangement has been approved by the Superior Court of QuebecCourt, the directors of the Corporation Aphria are hereby authorized and empowered empowered, without further notice to, without notice to or approval of of, the shareholders of the Corporation, Aphria to: (23a) amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement and Arrangement; or (23b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.Arrangement; (6. Any ) any director or officer or director of the Corporation Aphria is hereby authorized and directed for and on behalf of the Corporation Aphria to execute and to deliver for filing with the Director under the CBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement for filing; and (7) any one or more directors or officers of Aphria is hereby authorized, for and on behalf and in the name of Aphria, to execute and deliver, whether under corporate seal of Aphria or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of ArrangementArrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of Aphria, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Aphria; such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized therebydocument, such determination to be conclusively evidenced by the execution and delivery of such document agreement or instrument or the doing of any such act or thing. {B1191373.1} XXXX 00000000.

Appears in 1 contract

Samples: Arrangement Agreement (Tilray, Inc.)

Paramountcy. From and after the Effective Time: (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected BMG Securities issued prior to the Effective Time; (2b) the rights and obligations of the Affected Securityholders holders of BMG Securities and of any trustee and transfer agentagent therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3c) all actions, causes of actionactions, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way relating to any Affected BMG Securities shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan of Arrangement. {B1191373.1} XXXX 00000000herein. 1. The arrangement (the “Arrangement”) under Section 192 288 of the Canada Business Corporations Act (British Columbia) (the “CBCABCBCA”) involving HNZ Group Battle Mountain Gold Inc. (the CorporationBMG”), as more particularly described and set forth in the management information circular Management Proxy Circular (the “Circular”) of the Corporation BMG dated l[•], 2017 accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)amended), is hereby authorized, approved authorized and adopted.approved; 2. The plan of arrangement of the Corporation (arrangement, as it may be or has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement amended (the “Plan of Arrangement”)), involving BMG and implementing the Arrangement, the full text of which is set out in Schedule “l” Appendix [•] to the CircularCircular (as the Plan of Arrangement may be, or may have been, modified or amended), is hereby authorized, approved and adopted.; 3. The arrangement agreement (23the “Arrangement Agreement”) Arrangement Agreement between BMG and all Gold Standard Ventures Corp., dated April 11, 2017, the transactions contemplated therein, (23) actions of the directors of the Corporation BMG in approving the Arrangement Agreement, and (23) the actions of the directors and officers of the Corporation BMG in executing and delivering the Arrangement Agreement, Agreement and any amendments, modifications or supplements thereto, amendments thereto are hereby ratified and approved.; 4. The Corporation is hereby authorized to apply for a final order from the Superior Court of Quebec to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders securityholders of the Corporation BMG or that the Arrangement has been approved by the Superior Supreme Court of QuebecBritish Columbia, the directors of the Corporation BMG are hereby authorized and empowered empowered, without further notice to, without notice to or approval of, the securityholders of the shareholders of the Corporation, BMG: (23a) amend, modify or supplement to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement and Arrangement; or (23b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.Arrangement; 65. Any officer or director of the Corporation BMG is hereby authorized and directed for and on behalf of the Corporation BMG to execute and deliver for filing with the Director execute, under the CBCA articles seal of arrangement the BMG or otherwise, and to deliver such other documents as are necessary or to desirable to give effect to the Arrangement Registrar under the BCBCA in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documentsfor filing. 76. Any officer or director of the Corporation BMG is hereby authorized and directed for and on behalf of the Corporation BMG to execute and deliver , whether under corporate seal of BMG or cause to be executed and to deliver or cause to be delivered not, all such agreements, forms waivers, notices, certificates, confirmations and other documents and instruments and to perform do or cause to be performed done all such other acts and things as in the opinion of such person determines director or officer may be necessary necessary, desirable or desirable to give full useful for the purpose of giving effect to these resolutions, the foregoing resolution Arrangement Agreement and the matters authorized therebycompletion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, such determination including: (a) all actions required to be conclusively evidenced taken by or on behalf of BMG, and all necessary filings and obtaining the execution necessary approvals, consents and delivery acceptances of such document appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or instrument declarations required under the Arrangement Agreement or the doing of any such act or thing. {B1191373.1} XXXX 00000000otherwise to be entered into by BMG;

Appears in 1 contract

Samples: Arrangement Agreement (Battle Mountain Gold Inc.)

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities securities of GameSquare issued prior to the Effective Time; (2) the rights and obligations of the Affected Securityholders holders of the securities of GameSquare and of any trustee and transfer agentagent therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actionactions, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way relating to any Affected Securities securities of GameSquare shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan herein. 4869-1584-5952\3 66314327.5 87171082.3 The text of Arrangement. {B1191373.1} XXXX 00000000the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows: 1. The the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 192 182 of the Canada Business Corporations Act (Ontario) (the “CBCAOBCA”) involving HNZ Group Engine Gaming & Media, Inc. (the CorporationEngine Gaming”), GameSquare Esports Inc. (“GameSquare”) and the securityholders of GameSquare, all as more particularly described and set forth in the management information circular (the “Circular”) of the Corporation GameSquare dated l, 2017 2022 accompanying the notice of this meeting (as the Arrangement may be amendedbe, or may have been, modified or supplemented amended in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)its terms), is hereby authorized, approved and adopted.; 2. The the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved; 3. the plan of arrangement of the Corporation (as it has been or may be amended, modified or supplemented amended from time to time in accordance with the Arrangement Agreement (its terms, the “Plan of Arrangement”))) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Schedule “l” to the Circular, is hereby authorized, approved and adopted. 3. The (23) Arrangement Agreement and all the transactions contemplated therein, (23) actions of the directors of the Corporation in approving the Arrangement Agreement, and (23) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.; 4. The Corporation GameSquare is hereby authorized to apply for a final order from the Ontario Superior Court of Quebec Justice (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be be, or may have been, modified, supplemented or amended, modified or supplemented and as described in the Circular).; 5. Notwithstanding notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved and agreed to) by the shareholders of the Corporation GameSquare or that the Arrangement has been approved by the Superior Court of QuebecCourt, the directors of the Corporation GameSquare are hereby authorized and empowered empowered, without further notice to, without notice to or approval of of, the shareholders of the Corporation, GameSquare to: (23a) amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement and Arrangement; or (23b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.Arrangement; 6. Any any director or officer or director of the Corporation GameSquare is hereby authorized and directed for and on behalf of the Corporation GameSquare to execute and to deliver for filing with the Director Registrar under the CBCA articles of arrangement OBCA any and such other all documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.; and 7. Any officer any one or director more directors or officers of the Corporation GameSquare is hereby authorized and directed authorized, acting for and on behalf and in the name of the Corporation GameSquare, to execute or cause to be executed and to deliver or cause to be delivered delivered, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments instruments, and to perform do or cause to be performed done all such other acts and things things, as in the opinion of such person determines director or officer may be necessary necessary, desirable or desirable to give full useful for the purpose of giving effect to the foregoing resolution and these resolutions, the matters authorized therebyhereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquare, such determination to be conclusively evidenced by the execution and delivery of such document document, agreement or instrument or the doing of any such act or thing. {B1191373.1} XXXX 00000000The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:

Appears in 1 contract

Samples: Arrangement Agreement

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities securities of GameSquare issued prior to the Effective Time; (2) the rights and obligations of the Affected Securityholders holders of the securities of GameSquare and of any trustee and transfer agentagent therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actionactions, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way relating to any Affected Securities securities of GameSquare shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan herein. The text of Arrangement. {B1191373.1} XXXX 00000000the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows: 1. The the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 192 182 of the Canada Business Corporations Act (Ontario) (the “CBCAOBCA”) involving HNZ Group Engine Gaming & Media, Inc. (the CorporationEngine Gaming”), GameSquare Esports Inc. (“GameSquare”) and the securityholders of GameSquare, all as more particularly described and set forth in the management information circular (the “Circular”) of the Corporation GameSquare dated l, 2017 2022 accompanying the notice of this meeting (as the Arrangement may be amendedbe, or may have been, modified or supplemented amended in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)its terms), is hereby authorized, approved and adopted.; 2. The the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved; 3. the plan of arrangement of the Corporation (as it has been or may be amended, modified or supplemented amended from time to time in accordance with the Arrangement Agreement (its terms, the “Plan of Arrangement”))) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Schedule “l” to the Circular, is hereby authorized, approved and adopted. 3. The (23) Arrangement Agreement and all the transactions contemplated therein, (23) actions of the directors of the Corporation in approving the Arrangement Agreement, and (23) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.; 4. The Corporation GameSquare is hereby authorized to apply for a final order from the Ontario Superior Court of Quebec Justice (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be be, or may have been, modified, supplemented or amended, modified or supplemented and as described in the Circular).; 5. Notwithstanding notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved and agreed to) by the shareholders of the Corporation GameSquare or that the Arrangement has been approved by the Superior Court of QuebecCourt, the directors of the Corporation GameSquare are hereby authorized and empowered empowered, without further notice to, without notice to or approval of of, the shareholders of the Corporation, GameSquare to: (23a) amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement and Arrangement; or (23b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.Arrangement; 6. Any any director or officer or director of the Corporation GameSquare is hereby authorized and directed for and on behalf of the Corporation GameSquare to execute and to deliver for filing with the Director Registrar under the CBCA articles of arrangement OBCA any and such other all documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.; and 7. Any officer any one or director more directors or officers of the Corporation GameSquare is hereby authorized and directed authorized, acting for and on behalf and in the name of the Corporation GameSquare, to execute or cause to be executed and to deliver or cause to be delivered delivered, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments instruments, and to perform do or cause to be performed done all such other acts and things things, as in the opinion of such person determines director or officer may be necessary necessary, desirable or desirable to give full useful for the purpose of giving effect to the foregoing resolution and these resolutions, the matters authorized therebyhereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquare, such determination to be conclusively evidenced by the execution and delivery of such document document, agreement or instrument or the doing of any such act or thing. {B1191373.1} XXXX 00000000The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:

Appears in 1 contract

Samples: Arrangement Agreement (Engine Gaming & Media, Inc.)

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities securities of the Company issued prior to the Effective Time; (2) the rights and obligations of the Affected Securityholders holders of the securities of the Company and of any trustee and transfer agentagent therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actionactions, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way relating to any Affected Securities securities of the Company shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan of Arrangementherein. {B1191373.1} XXXX 00000000BE IT RESOLVED BY SPECIAL RESOLUTION THAT: 1. The arrangement (the “Arrangement”) under Section 192 the provisions of Division 5 of Part 9 of the Canada Business Corporations Act (British Columbia) (the “CBCABCBCA”) involving HNZ Group Harvest Health & Recreation Inc. (“Harvest”) and its securityholders pursuant to the arrangement agreement (the “CorporationArrangement Agreement)) between Harvest and Trulieve Cannabis Corp. dated May 10, 2021, all as more particularly described and to be set forth in the management information circular of Harvest (the “Circular”) of the Corporation dated l, 2017 accompanying accompanied by the notice of this the meeting (as the Arrangement may be amended, modified or supplemented amended in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)its terms), is hereby authorized, approved and adopted. 2. The plan of arrangement of the Corporation (arrangement, as it has been or may be amended, modified or supplemented amended in accordance with the Arrangement Agreement and its terms, involving Harvest (the “Plan of Arrangement”))) and its securityholders, the full text of which is set out in as Schedule “lA” to the Circular, is hereby authorized, approved and adopted. 3. The (23) Arrangement Agreement and Agreement, as it may be amended from time to time in accordance with its terms, all the transactions contemplated therein, (23) the actions of the directors of the Corporation Harvest in approving the Arrangement and the Arrangement Agreement, and (23) the actions of the directors and officers of the Corporation Harvest in executing and delivering the Arrangement Agreement, Agreement and any amendments, modifications or supplements theretocausing the performance by Harvest of its obligations thereunder, are hereby ratified and approved. 4. The Corporation Harvest be and is hereby authorized to apply for a final order from the Superior Supreme Court of Quebec British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of Company Shareholders (as defined in the Corporation Arrangement Agreement) or that the Arrangement has been approved by the Superior Supreme Court of QuebecBritish Columbia (the “Court”), the directors of the Corporation Harvest are hereby authorized and empowered toempowered, at their discretion, without further notice to or approval of the shareholders of the Corporation, (23) amend, Company Shareholders: a. to amend or modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement and (23) Arrangement; and b. subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactionsat any time prior to the Effective Time (as defined in the Arrangement Agreement). 6. Any officer or director of the Corporation Harvest is hereby authorized and directed for and on behalf of Harvest to make an application to the Corporation Court for an order approving the Arrangement and to execute and deliver for filing with the Director execute, under the CBCA articles corporate seal of arrangement Harvest or otherwise, and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement or the Plan of ArrangementAgreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Corporation Harvest is hereby authorized and directed for and on behalf of the Corporation Harvest to execute or cause to be executed and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as as, in such person determines person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing. {B1191373.1} XXXX 00000000The following representations and warranties of the Company are qualified in their entirety with reference to the Company Disclosure Letter.

Appears in 1 contract

Samples: Arrangement Agreement (Harvest Health & Recreation Inc.)

Paramountcy. From and after the Effective Time: : (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities Kxxxxxxx Shares and Kxxxxxxx Equity Awards issued or outstanding prior to the Effective Time; , (2b) the rights and obligations of the Affected Securityholders Kxxxxxxx Shareholders, holders of Kxxxxxxx Equity Awards, Kxxxxxxx, Agnico, the Depositary and of any registrar or transfer agent, trustee, agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (3c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Affected Securities Kxxxxxxx Shares and Kxxxxxxx Equity Awards shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan of Arrangement. {B1191373.1} XXXX 00000000. 1. The arrangement (as it may be modified, supplemented or amended, the “Arrangement”) under Section 192 section 182 of the Canada Business Corporations Act (the “CBCA”Ontario) involving HNZ Group Inc. (the “CorporationOBCA”) of Kxxxxxxx Lake Gold Ltd. (the “Company”), pursuant to the merger agreement between the Company and Agnico Eagle Mines Limited (“Agnico”) dated September 28, 2021, as it has been or may be modified, supplemented or amended from time to time in accordance with its terms (the “Merger Agreement”), as more particularly described and set forth in the joint management information circular of the Company and Agnico dated n, 2021 (as modified, supplemented or amended from time to time in accordance with the Merger Agreement, the “Circular”) of the Corporation dated l, 2017 accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)), is and all transactions contemplated thereby, are hereby authorized, approved and adopted. 2. The plan of arrangement of the Corporation (Company, as it has been or may be amendedmodified, modified supplemented or supplemented amended in accordance with the Arrangement Merger Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out in Schedule “l” as Appendix n to the Circular, is hereby authorized, approved and adopted. 3. The The: (23i) Arrangement Merger Agreement and all the transactions contemplated therein, ; (23ii) actions of the directors of the Corporation Company in approving the Arrangement and the Merger Agreement, ; and (23iii) actions of the directors and officers of the Corporation Company in executing and delivering the Arrangement AgreementMerger Agreement and any modifications, supplements or amendments thereto, and any amendments, modifications or supplements theretocausing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 4. The Corporation Company is hereby authorized to apply for a final order from the Ontario Superior Court of Quebec Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular)Arrangement. 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders holders of common shares of the Corporation Company (the “Company Shareholders”) or that the Arrangement has been approved by the Superior Court of QuebecCourt, the directors of the Corporation Company are hereby authorized and empowered toempowered, at their discretion, without further notice to or approval of the shareholders of the Corporation, Company Shareholders: (23i) to amend, modify or supplement the Arrangement Merger Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement their respective terms; and (23ii) subject to the terms of the Arrangement Merger Agreement, not to proceed with the Arrangement and any related transactions. 6. Any one director or officer or director of the Corporation Company be and is hereby authorized and directed for and on behalf of the Corporation Company to execute make an application to the Court for an order approving the Arrangement, to execute, under the corporate seal of the Company or otherwise, and to deliver for filing with to the Director under the CBCA OBCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documentsMerger Agreement. 7. Any officer or director of the Corporation Company is hereby authorized and directed directed, for and on behalf of the Corporation Company, to execute or cause to be executed and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as as, in such person determines person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing. 1. {B1191373.1} XXXX 00000000Agnico Eagle Mines Limited (“Agnico”) is hereby authorized and directed to issue up to n common shares in the capital of Agnico (the “Consideration Shares”) in connection with the acquisition of all of the issued and to be issued common shares of Kxxxxxxx Lake Gold Ltd. (“Kxxxxxxx”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under section 182 of the Business Corporations Act (Ontario) (the “Arrangement”) in accordance with a merger agreement between Agnico and Kxxxxxxx dated September 28, 2021, as it may be amended, supplemented or otherwise modified from time to time (the “Merger Agreement”), all as more particularly described and set forth in the joint management information circular dated n, 2021, as it may be amended, supplemented or otherwise modified from time to time (the “Circular”), such number of Consideration Shares consisting of: (i) up to n Consideration Shares issuable to shareholders of Kxxxxxxx pursuant to the Plan of Arrangement; (ii) up to n Consideration Shares issuable upon the exercise of Agnico replacement options to be issued in exchange for Kxxxxxxx options and upon the exercise, settlement or redemption of the Kxxxxxxx restricted share unit and performance share unit awards to be assumed by Agnico pursuant to the Arrangement; and (iii) an additional n Consideration Shares to account for clerical and administrative matters, including to settle fractional entitlements to Consideration Shares under the Arrangement. 2. The Consideration Shares will be, when issued, validly issued as fully paid and non-assessable common shares in the capital of Agnico and, at or following the effective time of the Arrangement, the registrar and transfer agent of the common shares of Agnico from time to time is hereby authorized and directed upon receipt of a direction from any one director or officer of Agnico to countersign and deliver certificates, or other evidence of issuance, in respect of the Consideration Shares. 3. Notwithstanding that this resolution has been duly passed by the holders of common shares of Agnico (the “Agnico Shareholders”) or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of Agnico are hereby authorized and empowered, at their discretion, at any time prior to the effective time of the Arrangement and without any further notice to or approval of the Agnico Shareholders, to: (i) amend, supplement or modify the Merger Agreement or the Plan of Arrangement to the extent permitted by the Merger Agreement and the Plan of Arrangement, as applicable; (ii) revoke this resolution, in whole or in part, and not give effect to this resolution; (iii) increase the number of Consideration Shares issuable in connection with the Arrangement, subject to the limitations imposed by the Toronto Stock Exchange; and/or (iv) subject to the terms of the Merger Agreement, not to proceed with the Arrangement and any related transactions. 4. Any one director or officer of Agnico is hereby authorized and directed, for and on behalf and in the name of Agnico, to execute or cause to be executed and to deliver or cause to be delivered, whether under corporate seal of Agnico or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such document, agreement or instrument or the doing of any such other act or thing.

Appears in 1 contract

Samples: Merger Agreement (Agnico Eagle Mines LTD)

Paramountcy. From and after the Effective Time: (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities securities of the Company issued prior to the Effective Time; (2b) the rights and obligations of the Affected Securityholders holders of the securities of the Company and of any trustee and transfer agentagent and registrar therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3c) all actions, causes of actionactions, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way relating to any Affected Securities securities of the Company shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan of Arrangementherein. {B1191373.1} XXXX 00000000BE IT RESOLVED BY SPECIAL RESOLUTION THAT: (1. The ) the arrangement (the “Arrangement”) under Section 192 section 182 of the Canada Business Corporations Act (Ontario) (the “CBCAOBCA”) involving HNZ Group Tilray Brands, Inc. (“Tilray”) and HEXO Corp. (“HEXO”) and the “Corporation”)securityholders of HEXO, all as more particularly described and set forth in the management information circular (the “Circular”) of the Corporation dated l, 2017 HEXO accompanying the notice of this meeting (as the Arrangement may be amendedbe, modified or may have been, modified, amended or supplemented in accordance with its terms), and all transactions contemplated thereby, are hereby authorized, approved and adopted; (2) the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”))) between Tilray and HEXO dated April 10, 2023 and all the transactions contemplated therein, the full text of which is attached as a schedule to the Circular, the actions of the directors of HEXO in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of HEXO in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto and causing the performance by HEXO of its obligations thereunder, are hereby authorized, approved ratified and adopted.approved; 2. The (3) the plan of arrangement of the Corporation (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”))) of HEXO implementing the Arrangement, the full text of which is set out in Schedule “lA” to the CircularArrangement Agreement (as the Plan of Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms), is hereby authorized, approved and adopted.; 3. The (234) Arrangement Agreement and all the transactions contemplated therein, (23) actions of the directors of the Corporation in approving the Arrangement Agreement, and (23) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. The Corporation HEXO is hereby authorized to apply for a final order from the Ontario Superior Court of Quebec Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amendedbe, modified or supplemented and as described in the Circularmay have been, modified, amended or supplemented).; (5. Notwithstanding ) notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved) by the shareholders of the Corporation HEXO entitled to vote thereon or that the Arrangement has been approved by the Superior Court of QuebecCourt, the directors of the Corporation HEXO (other than interested directors required to abstain from voting) are hereby authorized and empowered empowered, without further notice to, without notice to or approval of of, the shareholders of the CorporationHEXO to: (a) modify, (23) amend, modify amend or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement and Arrangement; or (23b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.; (6. Any ) any director or officer or director of the Corporation HEXO is hereby xxxxxx authorized and directed for and on behalf of the Corporation HEXO to execute or cause to be executed and to deliver for filing with the Director under the CBCA articles of arrangement and or caused to be delivered such other documents as are necessary or desirable in accordance with the Arrangement Agreement for filing; and (7) any one or more directors or officers of HEXO is hereby authorized, for and on behalf and in the name of HEXO, to give execute or caused to be executed and deliver or cause to be delivered, whether under corporate seal of HEXO or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Arrangement in accordance with the terms of the Arrangement Agreement or the Plan of Arrangement, Agreement; such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement agreement, form, waiver, notice, certificate, confirmation and any such other documents. 7. Any officer or director of the Corporation is hereby authorized document and directed for and on behalf of the Corporation to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. {B1191373.1} XXXX 00000000, including: (a) all actions required to be taken by or on behalf of HEXO, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by HEXO.

Appears in 1 contract

Samples: Arrangement Agreement (HEXO Corp.)

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities securities of the Company issued prior to the Effective Time; (2) the rights and obligations of the Affected Securityholders holders of the securities of the Company and of any trustee and transfer agentagent therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actionactions, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way relating to any Affected Securities securities of the Company shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan of Arrangementherein. {B1191373.1} XXXX 00000000Schedule “B” Arrangement Resolution BE IT RESOLVED BY SPECIAL RESOLUTION THAT: 1. The arrangement (the “Arrangement”) under Section 192 the provisions of Division 5 of Part 9 of the Canada Business Corporations Act (British Columbia) (the “CBCABCBCA”) involving HNZ Group Harvest Health & Recreation Inc. (“Harvest”) and its securityholders pursuant to the arrangement agreement (the “CorporationArrangement Agreement)) between Harvest and Trulieve Cannabis Corp. dated May 10, 2021, all as more particularly described and to be set forth in the management information circular of Harvest (the “Circular”) of the Corporation dated l, 2017 accompanying accompanied by the notice of this the meeting (as the Arrangement may be amended, modified or supplemented amended in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)its terms), is hereby authorized, approved and adopted. 2. The plan of arrangement of the Corporation (arrangement, as it has been or may be amended, modified or supplemented amended in accordance with the Arrangement Agreement and its terms, involving Harvest (the “Plan of Arrangement”))) and its securityholders, the full text of which is set out in as Schedule “lA” to the Circular, is hereby authorized, approved and adopted. 3. The (23) Arrangement Agreement and Agreement, as it may be amended from time to time in accordance with its terms, all the transactions contemplated therein, (23) the actions of the directors of the Corporation Harvest in approving the Arrangement and the Arrangement Agreement, and (23) the actions of the directors and officers of the Corporation Harvest in executing and delivering the Arrangement Agreement, Agreement and any amendments, modifications or supplements theretocausing the performance by Harvest of its obligations thereunder, are hereby ratified and approved. 4. The Corporation Harvest be and is hereby authorized to apply for a final order from the Superior Supreme Court of Quebec British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of Company Shareholders (as defined in the Corporation Arrangement Agreement) or that the Arrangement has been approved by the Superior Supreme Court of QuebecBritish Columbia (the “Court”), the directors of the Corporation Harvest are hereby authorized and empowered toempowered, at their discretion, without further notice to or approval of the shareholders of the Corporation, (23) amend, Company Shareholders: a. to amend or modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement and (23) Arrangement; and b. subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactionsat any time prior to the Effective Time (as defined in the Arrangement Agreement). 6. Any officer or director of the Corporation Harvest is hereby authorized and directed for and on behalf of Harvest to make an application to the Corporation Court for an order approving the Arrangement and to execute and deliver for filing with the Director execute, under the CBCA articles corporate seal of arrangement Harvest or otherwise, and to deliver or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement or the Plan of ArrangementAgreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Corporation Harvest is hereby authorized and directed for and on behalf of the Corporation Harvest to execute or cause to be executed and to deliver or cause to be delivered delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as as, in such person determines person's opinion, may be necessary or desirable to give full force and effect to the foregoing resolution resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing. {B1191373.1} XXXX 00000000‎ Schedule “C” Representations and Warranties of the Company The following representations and warranties of the Company are qualified in their entirety with reference to the Company Disclosure Letter.

Appears in 1 contract

Samples: Arrangement Agreement (Trulieve Cannabis Corp.)

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities securities of EHT issued prior to the Effective Time; (2) the rights and obligations of the Affected Securityholders holders of the securities of EHT and of any trustee and transfer agentagent therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actionactions, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way relating to any Affected Securities securities of EHT shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan herein. 328972.00001/116443569.20 The text of Arrangement. {B1191373.1} XXXX 00000000the Arrangement Resolution which EHT Shareholders will be asked to pass at the EHT Meeting is as follows: (1. The ) the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 192 Division 5 of Part 9 of the Canada Business Corporations Act (British Columbia) (the “CBCABCBCA”) involving HNZ Group Skye Bioscience, Inc. (the CorporationSKYE”), Emerald Health Therapeutics, Inc. (“EHT”) and the securityholders of EHT, all as more particularly described and set forth in the management information circular (the “Circular”) of the Corporation EHT dated l, 2017 2022 accompanying the notice of this meeting (as the Arrangement may be amendedbe, or may have been, modified or supplemented amended in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)its terms), is hereby authorized, approved and adopted.; (2. The ) the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among SKYE and EHT dated May 11, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of EHT in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of EHT in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by EHT of its obligations thereunder are hereby confirmed, ratified, authorized and approved; (3) the plan of arrangement of the Corporation (as it has been or may be amended, modified or supplemented amended from time to time in accordance with the Arrangement Agreement (its terms, the “Plan of Arrangement”))) of EHT involving EHT and the securityholders of EHT implementing the Arrangement, the full text of which is set out in Schedule “l” to the Circular, is hereby authorized, approved and adopted.; 3. The (234) Arrangement Agreement and all the transactions contemplated therein, (23) actions of the directors of the Corporation in approving the Arrangement Agreement, and (23) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. The Corporation EHT is hereby authorized to apply for a final order from the Superior Supreme Court of Quebec British Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be be, or may have been, modified, supplemented or amended, modified or supplemented and as described in the Circular).; (5. Notwithstanding ) notwithstanding that this resolution has been passed (and the Arrangement adoptedapproved and agreed to) by the shareholders of the Corporation EHT or that the Arrangement has been approved by the Superior Court of QuebecCourt, the directors of the Corporation EHT are hereby authorized and empowered empowered, without further notice to, without notice to or approval of of, the shareholders of the Corporation, EHT to: (23a) amend, modify or supplement amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and or the Plan of Arrangement and Arrangement; or (23b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.Arrangement; (6. Any ) any director or officer or director of the Corporation EHT is hereby authorized and directed for and on behalf of the Corporation EHT to execute and to deliver for filing with the Director Registrar under the CBCA articles of arrangement BCBCA any and such other all documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.; and (7. Any officer ) any one or director more directors or officers of the Corporation EHT is hereby authorized and directed authorized, acting for and on behalf and in the name of the Corporation EHT, to execute or cause to be executed and to deliver or cause to be delivered delivered, whether under corporate seal of EHT or otherwise, all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments instruments, and to perform do or cause to be performed done all such other acts and things things, as in the opinion of such person determines director or officer may be necessary necessary, desirable or desirable to give full useful for the purpose of giving effect to the foregoing resolution and these resolutions, the matters authorized therebyhereby, the Arrangement Agreement and the 328972.00001/116443569.20 completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of EHT, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by EHT, such determination to be conclusively evidenced by the execution and delivery of such document document, agreement or instrument or the doing of any such act or thing. {B1191373.1} XXXX 00000000328972.00001/116443569.20 The text of the SKYE Resolution which SKYE Shareholders will be asked to pass at the SKYE Meeting is as follows:

Appears in 1 contract

Samples: Arrangement Agreement (Skye Bioscience, Inc.)

Paramountcy. From and after the Effective Time: : (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected any Company Incentive Securities issued and outstanding prior to the Effective Time; ; (2b) the rights and obligations of the Affected Securityholders holders of Company Shares, any Company Incentive Securities, the Depositary and of any trustee and transfer agentagent therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and and (3c) all actions, causes of action, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way away relating to Company Shares or any Affected Company Incentive Securities shall be deemed to have been settled, compromised, released and determined without liability, any liability except as set forth in this Plan of Arrangementherein. {B1191373.1} XXXX 00000000SCHEDULE B ARRANGEMENT RESOLUTION 1. The arrangement (the “Arrangement”) under Section 192 182 of the Canada Business Corporations Act (Ontario) (the “CBCAOBCA”) involving HNZ Group of Neo Performance Materials, Inc. (the “CorporationCompany”), pursuant to the arrangement agreement (the “Arrangement Agreement”) among the Company, 2671219 Ontario Inc. and Luxfer Holdings PLC dated December 18, 2018, all as more particularly described and set forth in the management information circular of the Company dated ●, 2019 (the “Circular”) of the Corporation dated l), 2017 accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented amended in accordance with the arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)), its terms) is hereby authorized, approved and adopted. 2. The plan of arrangement of the Corporation Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out in Schedule “l” Appendix ● to the Circular, is hereby authorized, approved and adopted. 3. The (23i) Arrangement Agreement and all the transactions contemplated thereinrelated transactions, (23ii) actions of the directors of the Corporation Company in approving the Arrangement Agreement, and (23iii) actions of the directors and officers of the Corporation Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. The Corporation Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Quebec Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Corporation Company or that the Arrangement has been approved by the Superior Court of QuebecCourt, the directors of the Corporation Company are hereby authorized and empowered to, at their discretion, without notice to or approval of the shareholders of the Corporation, Company: (23i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement Agreement; and (23ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions. 6. Any officer or director of the Corporation Company is hereby authorized and directed for and on behalf of the Corporation Company to execute and deliver for filing with the Director under the CBCA OBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of ArrangementAgreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Corporation Company is hereby authorized and directed for and on behalf of the Corporation Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. {B1191373.1} XXXX 00000000SCHEDULE C REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Appears in 1 contract

Samples: Arrangement Agreement (Luxfer Holdings PLC)

Paramountcy. From and after the Effective Time: , (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Affected Securities Company Shares issued prior to the Effective Time; , (2b) the rights and obligations of the Affected Securityholders Company Shareholders, and of any trustee and transfer agentagent therefor, trustee, agent or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and , and (3c) all actions, causes of actionactions, claims or proceedings (actual or contingent contingent, and whether or not previously asserted) based on or in any way relating to any Affected Securities the Company Shares shall be deemed to have been settled, compromised, released and determined without liability, liability except as set forth in this Plan of Arrangementherein. {B1191373.1} XXXX 00000000BE IT RESOLVED THAT: 1. The arrangement (the “Arrangement”) under Section 192 193 of the Canada Business Corporations Act (the “CBCA”Alberta) involving HNZ Group Inc. (the “CorporationABCA”) of TransGlobe Energy Corporation (the “Company”), as more particularly described and set forth in the management information circular (the “Circular”) of the Corporation dated l, 2017 2014 of the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement definitive agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, Xxx X. Xxxx and PHI, Inc. (the “Arrangement Agreement”)) made as of March 15, 2014 between the Company and Caracal Energy Inc.), is hereby authorized, approved and adopted. 2. The plan of arrangement of the Corporation Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “Plan of Arrangement”)), the full text of which is set out in Schedule Appendix “lto the Circular, is hereby authorized, approved and adopted. 3. The (23%3) Arrangement Agreement and all the transactions contemplated thereinrelated transactions, (23%3) actions of the directors of the Corporation Company in approving the Arrangement Agreement, and (23%3) actions of the directors and officers of the Corporation Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. The Corporation Company be and is hereby authorized to apply for a final order from the Superior Alberta Court of Quebec Queen’s Bench to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Corporation Company or that the Arrangement has been approved by the Superior Alberta Court of QuebecQueen’s Bench, the directors of the Corporation Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the CorporationCompany, (23%3) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement and (23%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions. 6. Any officer or director of the Corporation Company is hereby authorized and directed for and on behalf of the Corporation Company to execute and deliver for filing with the Director Registrar under the CBCA ABCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of ArrangementAgreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents. 7. Any officer or director of the Corporation Company is hereby authorized and directed for and on behalf of the Corporation Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. {B1191373.1} XXXX 00000000BE IT RESOLVED THAT: 1. The performance by Caracal Energy Inc. (the “Company”) of the terms of the definitive agreement (as it may be amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) made as of March 15, 2014 between the Company and TransGlobe Energy Corporation (“TransGlobe”) providing for an arrangement (the “Arrangement”) under Section 193 of the Business Corporations Act (Alberta) (the “ABCA”) of TransGlobe, as more particularly described and set forth in the management information circular (the “Circular”) dated l, 2014 of the Company, including without limitation the acquisition by the Company of the common shares of TransGlobe in exchange for the issuance of common shares of the Company be and the same is hereby authorized and approved. 2. The (%3) Arrangement Agreement and related transactions, (%3) actions of the directors of the Company in approving the Arrangement Agreement, and (%3) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 3. Notwithstanding that this resolution has been passed, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (%3) amend, modify or supplement the Arrangement Agreement or the plan of arrangement contemplated therein to the extent permitted by the Arrangement Agreement and (%3) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions. 4. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

Appears in 1 contract

Samples: Arrangement Agreement (Transglobe Energy Corp)