Common use of Paramountcy Clause in Contracts

Paramountcy. From and after the Effective Time (i) this Plan of Arrangement shall take precedence and priority over any and all Securities issued prior to the Effective Time, (ii) the rights and obligations of the registered holders of Securities of the Corporation, the Purchaser, the Depositary and any trustee or transfer agent therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (iii) except in respect of Dissent Rights, 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 Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

Appears in 4 contracts

Samples: Amending Agreement (Brookfield Residential Properties Inc.), Amending Agreement (Brookfield Residential Properties Inc.), Arrangement Agreement (Brookfield Residential Properties Inc.)

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Paramountcy. From and after the Effective Time Time: (ia) this Plan of Arrangement shall take precedence and priority over any and all Securities securities of the Company issued and outstanding prior to the Effective Time, including Affected Securities, (iib) the rights and obligations of the holders (registered holders or beneficial) of Securities of the Corporationsuch securities, the PurchaserCompany, the Purchaser and their respective Affiliates, the Depositary and any trustee or registrar, transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (iiic) except in respect of Dissent Rights, 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 Securities securities of the Company shall be deemed to have been settled, compromised, released and determined without liability whatsoever except as set forth hereinin this Plan of Arrangement.

Appears in 2 contracts

Samples: Arrangement Agreement (Spire Global, Inc.), Arrangement Agreement (Spire Global, Inc.)

Paramountcy. From and after the Effective Time Time: (ia) this Plan of Arrangement shall take precedence and priority over any and all Securities issued or outstanding prior to the Effective Time, ; (iib) the rights and obligations of the registered holders of Securities of Securities, the Corporation, the Purchaser, the Depositary and any trustee or transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, ; and (iiic) except in respect of Dissent Rights, 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 Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth hereinin this Plan of Arrangement.

Appears in 2 contracts

Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.), Arrangement Agreement (Trillium Therapeutics Inc.)

Paramountcy. From and after the Effective Time Time: (ia) this Plan of Arrangement shall take precedence and priority over any and all Securities of the securities of the Corporation issued or outstanding prior to the Effective Time, (iib) the rights and obligations of the registered holders of Securities of such securityholders, the Corporation, the Purchaser, the Depositary and any trustee or transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, ; and (iiic) except in respect of Dissent Rights, 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 Securities shall be securities of the Corporation are deemed to have been settled, compromised, released and determined without liability except as set forth herein.

Appears in 1 contract

Samples: ca.practicallaw.thomsonreuters.com

Paramountcy. From and after the Effective Time Time: (ia) this Plan of Arrangement shall take precedence and priority over any and all Securities of the securities of the Company issued or outstanding prior to the Effective Time, (iib) the rights and obligations of Affected Securityholders, the registered holders of Securities of the CorporationCompany, the Purchaser, the Parent, the Depositary and any trustee or transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, ; and (iiic) except in respect of Dissent Rights, 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 Securities shall be securities of the Company are deemed to have been settled, compromised, released and determined without liability except as set forth herein.

Appears in 1 contract

Samples: Agreement

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Paramountcy. From and after the Effective Time Time: (ia) this Plan of Arrangement shall take precedence and priority over any and all Securities Common Shares issued or outstanding prior to the Effective TimeTime and any plans or agreements governing such securities, (iib) the rights and obligations of the registered holders of Securities of Company Shareholders, the CorporationCompany, the Purchaser, the Depositary and any trustee or transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (iiic) except in respect of Dissent Rights, 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 Securities Common Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth hereinin this Plan of Arrangement.

Appears in 1 contract

Samples: Agreement (SG Enterprises, II LLC)

Paramountcy. From and after the Effective Time Time: (ia) this Plan of Arrangement shall take precedence and priority over any and all Affected Securities issued or outstanding prior to the Effective Time, (iib) the rights and obligations of the registered holders of Securities of Affected Securityholders, the CorporationCompany, the Purchaser, the Parent, the Depositary and any trustee or transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (iiic) except in respect of Dissent Rights, 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 hereinin this Plan of Arrangement.

Appears in 1 contract

Samples: Arrangement Agreement

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