Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser shall instruct the Share Registry to issue the Purchaser Shares to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection). (b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, such Company Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, a Holding Statement representing the number of Purchaser Shares to which such Company Shareholder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, or (B) made available for pick up at the offices of the Depositary, in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled. (c) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser. (d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
Appears in 2 contracts
Samples: Amending Agreement, Arrangement Agreement
Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject prior to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Amendment Date), the Purchaser shall instruct deliver, or cause to be delivered, to the Share Registry Payment Agent, by wire transfer in immediately available funds, an amount sufficient to issue pay the Amendment Option Payment payable by the Purchaser Shares to to: (i) the Depositary Amendment Time Company Shareholders in escrow accordance with Section 3.2(c); and (ii) the Amendment Time High Street Holders and Amendment Time USCo2 Class B Shareholders in accordance with the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection)Amended Arrangement.
(b) Following receipt of the Final Order and prior to filing of the Required Filings, the Company shall deliver, or cause to be delivered, to the Reorganization Depositary a sufficient number of New Subordinate Shares and New Multiple Shares to satisfy the Company’s obligation to issue New Subordinate Shares and New Multiple Shares to Company Shareholders in accordance with Section 3.2(e).
(c) Upon surrender to the Reorganization Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Amendment Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Shares, together with a duly completed and executed Reorganization Letter of Transmittal and such additional documents and instruments as the Reorganization Depositary may reasonably require, the holder of such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Reorganization Depositary shall deliver to such Company ShareholderShareholder(s), a Holding Statement certificate representing the number of Purchaser New Subordinate Shares to or New Multiple Shares which such Company Shareholder holder(s) is entitled to receive under pursuant to the ArrangementCapital Reorganization, which Purchaser New Subordinate Shares and New Multiple Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Reorganization Letter of Transmittal, ; or (B) made available for pick up at the offices office of the Depositary, Reorganization Depositary in accordance with the instructions of the Company Shareholder in the Reorganization Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(cd) Until surrendered as contemplated by this Section 4.15.1(c), each certificate or DRS Advice that immediately prior to the Effective Amendment Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Amendment Time to represent only the right to receive upon such surrender the New Subordinate Shares and/or New Multiple Shares in lieu of such certificate as contemplated in Section 3.2(e).
(e) Following receipt by the Depositary of a Purchaser Call Option Exercise Notice or a Triggering Event Notice, as the case may be, and, if applicable, the Floating Call Option Exercise Notice, and prior to the Acquisition Date, the Purchaser shall deliver, or cause to be delivered, to the Depositary a sufficient number of Purchaser Shares and, if applicable, sufficient Floating Cash Consideration (or, to the extent applicable, any Alternate Consideration or Alternate Floating Consideration) to satisfy the Purchaser’s obligation to issue Consideration Shares and, if applicable, the Floating Cash Consideration (or, to the extent applicable, any Alternate Consideration or Alternate Floating Consideration) to Shareholders in accordance with Section 3.2(n)(iii), Section 3.2(n)(iv) or Section 3.2(n)(vi)(F).
(f) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Acquisition Effective Time represented outstanding Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Shareholder(s), a certificate representing the Consideration Shares and, if applicable, the Floating Cash Consideration (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) which such holder is entitled to receive pursuant to this Amended Plan of Arrangement, which Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) will be registered in such name or names and, if applicable, along with the Floating Cash Consideration, either (A) delivered to the address or addresses as such Shareholder directed in their Letter of Transmittal; or (B) made available for pick up at the office of the Depositary in accordance with the instructions of the Shareholder in the Letter of Transmittal, and any certificate representing Shares so surrendered shall forthwith thereafter be cancelled.
(g) Until surrendered as contemplated by Section 5.1(f), each certificate that immediately prior to the Acquisition Effective Time represented Shares shall be deemed after the Acquisition Effective Time to represent only the right to receive upon such surrender the Consideration Shares (or, to the extent applicable, any Alternate Consideration or Alternate Floating Consideration) in lieu of such certificate or DRS Advice as contemplated in this Section 4.15.1(f), less any amounts withheld pursuant to Section 4.35.4. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second sixth anniversary of the Effective Acquisition Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) to which such former holder Shareholder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(dh) Any payment No dividends or other distributions declared or made after the Acquisition Date with respect to Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) with a record date on or after the Acquisition Date will be payable or paid to the holder of any unsurrendered certificate or certificates which, immediately prior to the Acquisition Date, represented outstanding Shares, until the surrender of such certificates to the Depositary. Subject to applicable Law and to Section 5.4, at the time of such surrender, there shall, in addition to the delivery of the Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) to which such Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Acquisition Effective Time theretofore paid with respect to such Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration).
(i) No holder of Shares shall be entitled to receive any consideration or entitlement with respect to such Shares in connection with the transactions or events contemplated by way of cheque by the Depositary pursuant to this Amended Plan of Arrangement that has not been deposited other than any consideration or has been returned entitlement to the Depositary or that otherwise remains unclaimedwhich such holder is entitled to receive in accordance with Section 3.2, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature this Section 5.1 and the right other terms of the holder to receive the applicable Consideration pursuant to this Amended Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no considerationArrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Canopy Growth Corp), Proposal Agreement (Canopy Growth Corp)
Payment and Delivery of Consideration. (a) Following receipt Prior to the filing of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, Articles of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date)Arrangement, the Purchaser shall instruct the Share Registry deposit, or arrange to issue the Purchaser Shares to be deposited, with the Depositary in escrow (and for the terms benefit of such escrow to be satisfactory to the Company and the PurchaserAffected Securityholders, each acting reasonably) sufficient Parent Shares to satisfy the aggregate Share Consideration issuable payable to the Company Shareholders pursuant in accordance with Section 2.3, the aggregate amount of cash to this Plan satisfy the aggregate Cash Consideration payable in accordance with Section 2.3 and the aggregate amount of Arrangement (other than Company cash to satisfy the payment to Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice in lieu of objection)fractional Parent Shares in accordance with Section 4.5.
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice instrument which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary or the Purchaser may reasonably requirerequire (or, if such Company Shareholder Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares on a book-entry account statement, it being understood that any reference herein to “certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Shares), the holders holding Shares formerly represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholderholder, a Holding Statement representing the number of Purchaser Shares to Consideration which such Company Shareholder is entitled holder has the right to receive under this Plan of Arrangement for such Shares, including the Arrangement, which Purchaser cash payment in lieu of fractional Parent Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, or (B) made available for pick up at the offices of the Depositary, in accordance with the instructions of the Company Shareholder in the Letter of TransmittalSection 4.5, less any amounts withheld pursuant to Section 4.3, and any certificate or DRS Advice representing Company Shares instrument so surrendered shall forthwith thereafter be cancelled.
(c) On or as soon as practicable after the Effective Date, the Depositary shall deliver, on behalf of the Company, to each holder of DSUs as reflected on the register maintained by or on behalf of the Company in respect of DSUs, a cheque representing the cash payment, if any, which such holder of DSUs has the right to receive under this Plan of Arrangement for such DSUs, less any amount withheld pursuant to Section 4.3. Notwithstanding the foregoing, at the election of the Purchaser and the Company, the Company shall be entitled to pay any such amounts payable to holders of DSUs pursuant to its payroll service provider no later than the Company’s next regularly scheduled payroll date following the Effective Date.
(d) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn)Shares, shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Shares that were transferred pursuant to Section 2.3, and not duly surrendered with all other instruments required by this Section 4.1, on or before the second sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder holder of Shares of any kind or nature in the Consideration or against or in the Company Company, Parent or the PurchaserPurchaser or any of their respective Affiliates. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, and the Cash Consideration forming part of such Consideration shall be delivered paid or returned over by the Depositary to the Purchaser or as directed by the PurchaserPurchaser and the Share Consideration forming part of the Consideration shall be deemed to be cancelled.
(de) Any portion of the amount deposited with the Depositary (including any interest and other income resulting from any investment of the Depositary with respect to such amount) that remains unclaimed by the former holders of the Affected Securities and other eligible Persons in accordance with this Article 4 following two years after the Effective Time shall be delivered to Purchaser, and any such holder who has not previously complied with this Article 4 shall thereafter look only to Purchaser and Parent for, and, subject to Section 4.1(f), Purchaser and Parent shall remain liable for, payment of such holder’s claim for payment under this Section 4.1.
(f) In the event of the surrender of a certificate of Shares that is not registered in the transfer records of the Company under the name of the Person surrendering such certificate, the Consideration to which the registered holder is entitled pursuant to Section 2.3 shall be paid to such a transferee if such certificate is presented to the Depositary and such certificate is duly endorsed or is accompanied by all documents required to evidence and effect such transfer and to evidence to the satisfaction of Purchaser that (i) any applicable stock transfer Taxes or any other Taxes required by reason of such payments being made in a name other than the registered holder have been paid or (ii) no such Taxes are payable.
(g) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second sixth anniversary of the Effective Time, Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration consideration for the Affected Securities pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.
(h) No holder of Affected Securities shall be entitled to receive any consideration with respect to such Affected Securities other than any consideration to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 less any amount withheld pursuant to Section 4.3 and, for greater certainty, subject to Section 4.6, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.
Appears in 2 contracts
Samples: Arrangement Agreement (Spire Global, Inc.), Arrangement Agreement (Spire Global, Inc.)
Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, prior to filing of the conditions set out in Article 6 Articles of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date)Arrangement, the Purchaser shall instruct deliver or cause to be delivered to the Share Registry to issue Depositary, for the benefit of applicable holders of Nomad Shares, sufficient Purchaser Shares to satisfy the aggregate Consideration payable to the Nomad Shareholders in accordance with Section 3.1, which Purchaser Shares shall be held by the Depositary as agent and nominee for such Former Nomad Shareholders for distribution to such Former Nomad Shareholders in escrow (accordance with the terms provisions of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection)Article 4.
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Nomad Shares, together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the Nomad Shareholders represented by such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Former Nomad Shareholder, a Holding Statement representing the number of Purchaser Shares to which Consideration that such Company Former Nomad Shareholder is entitled has the right to receive under the Arrangementthis Plan of Arrangement for such Nomad Shares, which Purchaser Shares will be registered in such name or names and either (A) delivered less any amounts withheld pursuant to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, or (B) made available for pick up at the offices of the Depositary, in accordance with the instructions of the Company Shareholder in the Letter of TransmittalSection 4.5, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered for cancellation as contemplated by this Section 4.14.1(b), each certificate or DRS Advice that immediately prior to the Effective Time represented Company one or more Nomad Shares (other than Company Dissent Shares in respect or Nomad Shares held by the Purchaser or any of which Dissent Rights have been validly exercised and not withdrawn), its affiliates) shall be deemed after the Effective Time to represent only the right to receive upon such surrender in exchange therefor the Consideration in lieu that the holder of such certificate or DRS Advice as contemplated is entitled to receive in this accordance with Section 4.13.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser4.5.
(d) Any No Nomad Shareholder shall be entitled to receive any consideration with respect to such Nomad Shares other than the Consideration to which such holder is entitled in accordance with Section 3.1 and this Section 4.1, and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment made by way in connection therewith.
(e) Neither the Company nor the Purchaser, or any of cheque their respective successors, will be liable to any person in respect of any Consideration (including any consideration previously held by the Depositary in trust for any such Former Nomad Shareholder) which is forfeited to the Company or the Purchaser or delivered to any public official pursuant to this Plan of Arrangement that has not been deposited any applicable abandoned property, escheat or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of similar law.
(f) After the Effective Time, and each certificate formerly representing Nomad Options will be deemed to represent Replacement Options as provided in Section 3.1, provided that upon any right or claim to payment hereunder that remains outstanding on the second anniversary transfer of such certificate formerly representing Nomad Options after the Effective Time, the Purchaser shall cease to represent issue a right or claim of any kind or nature new certificate representing the relevant Replacement Options and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement such certificate formerly representing Nomad Options shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no considerationcancelled.
Appears in 2 contracts
Samples: Arrangement Agreement (Sandstorm Gold LTD), Arrangement Agreement (Nomad Royalty Co Ltd.)
Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser shall instruct the Share Registry deliver, or cause to issue be delivered, the Purchaser Subordinate Voting Shares to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection).
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b), Section 2.3(c), or Section 2.3(e), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, such Company Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, a Holding Statement certificate or DRS Advice representing the number of Purchaser Subordinate Voting Shares to which such Company Shareholder is entitled to receive under the Arrangement, which Purchaser Subordinate Voting Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, or (B) made available for pick up at the offices of the Depositary, in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.15.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.15.1, less any amounts withheld pursuant to Section 4.35.3. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
Appears in 2 contracts
Samples: Arrangement Agreement (Cresco Labs Inc.), Arrangement Agreement (Columbia Care Inc.)
Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject prior to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Amendment Date), the Purchaser shall instruct deliver, or cause to be delivered, to the Share Registry Payment Agent, by wire transfer in immediately available funds, an amount sufficient to issue pay the Amendment Option Payment payable by the Purchaser Shares to to: (i) the Depositary Amendment Time Company Shareholders in escrow accordance with Section 3.2(c); and (ii) the Amendment Time High Street Holders and Amendment Time USCo2 Class B Shareholders in accordance with the terms of such escrow the Amended Arrangement.
(b) Following receipt of the Final Order and prior to filing of the Required Filings, the Company shall deliver, or cause to be satisfactory delivered, to the Company Reorganization Depositary a sufficient number of New Subordinate Shares and the Purchaser, each acting reasonably) New Multiple Shares to satisfy the Consideration issuable Company’s obligation to the issue New Subordinate Shares and New Multiple Shares to Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objectionin accordance with Section 3.2(e).
(bc) Upon surrender to the Reorganization Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Amendment Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Shares, together with a duly completed and executed Reorganization Letter of Transmittal and such additional documents and instruments as the Reorganization Depositary may reasonably require, the holder of such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Reorganization Depositary shall deliver to such Company ShareholderShareholder(s), a Holding Statement certificate representing the number of Purchaser New Subordinate Shares to or New Multiple Shares which such Company Shareholder holder(s) is entitled to receive under pursuant to the ArrangementCapital Reorganization, which Purchaser New Subordinate Shares and New Multiple Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Reorganization Letter of Transmittal, ; or (B) made available for pick up at the offices office of the Depositary, Reorganization Depositary in accordance with the instructions of the Company Shareholder in the Reorganization Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(cd) Until surrendered as contemplated by this Section 4.15.1(c), each certificate or DRS Advice that immediately prior to the Effective Amendment Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Amendment Time to represent only the right to receive upon such surrender the New Subordinate Shares and/or New Multiple Shares in lieu of such certificate as contemplated in Section 3.2(e).
(e) Following receipt by the Depositary of a Purchaser Call Option Exercise Notice or a Triggering Event Notice, as the case may be, and, if applicable, the Floating Call Option Exercise Notice, and prior to the Acquisition Date, the Purchaser shall deliver, or cause to be delivered, to the Depositary a sufficient number of Purchaser Shares and, if applicable, sufficient Floating Cash Consideration (or, to the extent applicable, any Alternate Consideration or Alternate Floating Consideration) to satisfy the Purchaser’s obligation to issue Consideration Shares and, if applicable, the Floating Cash Consideration (or, to the extent applicable, any Alternate Consideration or Alternate Floating Consideration) to Shareholders in accordance with Section 3.2(n)(iii), Section 3.2(n)(iv) or Section 3.2(n)(vi)(F).
(f) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Acquisition Effective Time represented outstanding Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Shareholder(s), a certificate representing the Consideration Shares and, if applicable, the Floating Cash Consideration (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) which such holder is entitled to receive pursuant to this Amended Plan of Arrangement, which Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) will be registered in such name or names and, if applicable, along with the Floating Cash Consideration, either (A) delivered to the address or addresses as such Shareholder directed in their Letter of Transmittal; or (B) made available for pick up at the office of the Depositary in accordance with the instructions of the Shareholder in the Letter of Transmittal, and any certificate representing Shares so surrendered shall forthwith thereafter be cancelled.
(g) Until surrendered as contemplated by Section 5.1(f), each certificate that immediately prior to the Acquisition Effective Time represented Shares shall be deemed after the Acquisition Effective Time to represent only the right to receive upon such surrender the Consideration Shares (or, to the extent applicable, any Alternate Consideration or Alternate Floating Consideration) in lieu of such certificate or DRS Advice as contemplated in this Section 4.15.1(f), less any amounts withheld pursuant to Section 4.35.4. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second sixth anniversary of the Effective Acquisition Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) to which such former holder Shareholder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(dh) Any payment No dividends or other distributions declared or made after the Acquisition Date with respect to Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) with a record date on or after the Acquisition Date will be payable or paid to the holder of any unsurrendered certificate or certificates which, immediately prior to the Acquisition Date, represented outstanding Shares, until the surrender of such certificates to the Depositary. Subject to applicable Law and to Section 5.4, at the time of such surrender, there shall, in addition to the delivery of the Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) to which such Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Acquisition Effective Time theretofore paid with respect to such Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration).
(i) No holder of Shares shall be entitled to receive any consideration or entitlement with respect to such Shares in connection with the transactions or events contemplated by way of cheque by the Depositary pursuant to this Amended Plan of Arrangement that has not been deposited other than any consideration or has been returned entitlement to the Depositary or that otherwise remains unclaimedwhich such holder is entitled to receive in accordance with Section 3.2, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature this Section 5.1 and the right other terms of the holder to receive the applicable Consideration pursuant to this Amended Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no considerationArrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Acreage Holdings, Inc.), Proposal Agreement (Acreage Holdings, Inc.)
Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until prior to the Effective Date, but subject the Purchaser shall deliver, or cause to be delivered, to the satisfaction orPayment Agent, where not prohibitedby wire transfer in immediately available funds, an amount sufficient to pay the waiver Aggregate Option Premium payable by the applicable Party or Parties Purchaser to: (i) the Effective Time Company Shareholders in whose favour accordance with Section 3.1(d); and (ii) the condition is, of those conditions as Effective Time High Street Holders and Effective Time USCo2 Class B Shareholders in accordance with the terms of the Effective Arrangement Agreement. Following receipt by the Depositary of a Purchaser Call Option Exercise Notice or a Triggering Event Notice, as the case may be, and prior to the Acquisition Date), the Purchaser shall instruct the Share Registry deliver, or cause to issue the Purchaser Shares be delivered, to the Depositary in escrow a sufficient number of Purchaser Shares (the terms of such escrow to be satisfactory or, to the Company and the Purchaserextent applicable, each acting reasonablyany Alternate Consideration) to satisfy the Purchaser’s obligation to issue Consideration issuable Shares (or, to the extent applicable, any Alternate Consideration) to Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights in accordance with Sections 3.1(i)(v) and who have not withdrawn their notice of objection3.1(i)(vii)(F).
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Acquisition Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company ShareholderShareholder(s), a Holding Statement certificate representing the number of Purchaser Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) which such Company Shareholder holder is entitled to receive under the pursuant to this Plan of Arrangement, which Purchaser Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick up at the offices office of the Depositary, Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.15.1(b), each certificate or DRS Advice that immediately prior to the Acquisition Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Acquisition Effective Time to represent only the right to receive upon such surrender the Consideration Shares (or, to the extent applicable, any Alternate Consideration) in lieu of such certificate or DRS Advice as contemplated in this Section 4.15.1(b), less any amounts withheld pursuant to Section 4.35.3. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second sixth anniversary of the Effective Acquisition Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) to which such former holder Company Shareholder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment No dividends or other distributions declared or made after the Acquisition Date with respect to Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration) with a record date on or after the Acquisition Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Company Shares which, immediately prior to the Acquisition Date, represented outstanding Company Subordinate Voting Shares (or Company Shares that were exchanged for Company Subordinate Voting Shares), until the surrender of such certificates to the Depositary. Subject to applicable Law and to Section 5.3, at the time of such surrender, there shall, in addition to the delivery of the Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration) to which such Company Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Acquisition Effective Time theretofore paid with respect to such Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration).
(e) No holder of Company Shares shall be entitled to receive any consideration or entitlement with respect to such Company Shares in connection with the transactions or events contemplated by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited other than any consideration or has been returned entitlement to the Depositary or that otherwise remains unclaimedwhich such holder is entitled to receive in accordance with Section 3.1, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature this Section 5.1 and the right other terms of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no considerationArrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Acreage Holdings, Inc.), Arrangement Agreement (Canopy Growth Corp)
Payment and Delivery of Consideration. (a) Following receipt Prior to the sending by the Company of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, Articles of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date)Director, the Purchaser shall instruct the Share Registry deliver, or cause to issue be delivered, the Purchaser Shares to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection).
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b2.3(h), together with a duly completed and executed Letter of Transmittal Transmittal, and such additional documents and instruments as the Depositary may reasonably require, such the applicable Company Shareholder Shareholder(s) shall be entitled to receive receive, in exchange therefor, and the Depositary shall deliver to such Company Shareholder, Person(s): a Holding Statement certificate(s) representing the number of Purchaser Shares to which such Company Shareholder holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick pick-up at the offices of the Depositary, Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Shares or any evidence of entitlement to TJAC Options so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that that, immediately prior to the Effective Time Time, represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), and each evidence of entitlement to TJAC Options, shall be deemed deemed, after the Effective Time Time, to represent only the right to receive receive, upon such surrender surrender, the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Shares or any such evidence of entitlement of TJAC Options, not duly surrendered on or before the second sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder or TJAC Optionholder of any kind or nature against or in the Company Company, TJAC or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second sixth (6th) anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
Appears in 2 contracts
Samples: Amending Agreement (IM Cannabis Corp.), Amending Agreement
Payment and Delivery of Consideration. (a) Following receipt Prior to the sending by the Company of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, Articles of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date)Director, the Purchaser shall instruct the Share Registry deliver, or cause to issue be delivered, the Purchaser Shares to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection).
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b2.3(h), together with a duly completed and executed Letter of Transmittal Transmittal, and such additional documents and instruments as the Depositary may reasonably require, such the applicable Company Shareholder Shareholder(s) shall be entitled to receive receive, in exchange therefor, and the Depositary shall deliver to such Company Shareholder, Person(s): a Holding Statement certificate(s) representing the number of Purchaser Shares to which such Company Shareholder holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick pick-up at the offices of the Depositary, Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that that, immediately prior to the Effective Time Time, represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), ) shall be deemed deemed, after the Effective Time Time, to represent only the right to receive receive, upon such surrender surrender, the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second sixth (6th) anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
Appears in 2 contracts
Samples: Second Amending Agreement (IM Cannabis Corp.), Second Amending Agreement
Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until prior to the Effective Date, but subject the Purchaser shall deliver, or cause to be delivered, to the satisfaction orPayment Agent, where not prohibitedby wire transfer in immediately available funds, an amount sufficient to pay the waiver Aggregate Option Premium payable by the applicable Party or Parties Purchaser to: (i) the Effective Time Company Shareholders in whose favour accordance with Section 3.1(c); and (ii) the condition is, of those conditions as Effective Time High Street Holders and Effective Time USCo2 Class B Shareholders in accordance with the terms of the Effective Arrangement Agreement.
(b) Following receipt by the Depositary of a Purchaser Call Option Exercise Notice or a Triggering Event Notice, as the case may be, and prior to the Acquisition Date), the Purchaser shall instruct the Share Registry deliver, or cause to issue the Purchaser Shares be delivered, to the Depositary in escrow a sufficient number of Purchaser Shares (the terms of such escrow to be satisfactory or, to the Company and the Purchaserextent applicable, each acting reasonablyany Alternate Consideration) to satisfy the Purchaser’s obligation to issue Consideration issuable Shares (or, to the extent applicable, any Alternate Consideration) to Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights in accordance with Sections 3.1(h)(v) and who have not withdrawn their notice of objection3.1(h)(vii)(F).
(bc) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Acquisition Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company ShareholderShareholder(s), a Holding Statement certificate representing the number of Purchaser Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) which such Company Shareholder holder is entitled to receive under the Arrangementreceive, which Purchaser Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick up at the offices office of the Depositary, Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(cd) Until surrendered as contemplated by this Section 4.15.1(c), each certificate or DRS Advice that immediately prior to the Acquisition Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Acquisition Effective Time to represent only the right to receive upon such surrender the Consideration Shares (or, to the extent applicable, any Alternate Consideration) in lieu of such certificate or DRS Advice as contemplated in this Section 4.15.1(c), less any amounts withheld pursuant to Section 4.35.3. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second sixth anniversary of the Effective Acquisition Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) to which such former holder Company Shareholder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(de) Any payment No dividends or other distributions declared or made after the Acquisition Date with respect to Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration) with a record date on or after the Acquisition Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Company Shares which, immediately prior to the Acquisition Date, represented outstanding Company Subordinate Voting Shares (or Company Shares that were exchanged for Company Subordinate Voting Shares), until the surrender of such certificates to the Depositary. Subject to applicable Law and to Section 5.3, at the time of such surrender, there shall, in addition to the delivery of the Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration) to which such Company Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Acquisition Effective Time theretofore paid with respect to such Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration).
(f) No holder of Company Shares shall be entitled to receive any consideration or entitlement with respect to such Company Shares in connection with the transactions or events contemplated by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited other than any consideration or has been returned entitlement to the Depositary or that otherwise remains unclaimedwhich such holder is entitled to receive in accordance with Section 3.1, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature this Section 5.1 and the right other terms of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no considerationArrangement.
Appears in 1 contract
Payment and Delivery of Consideration. (a) Following The Parent shall, following receipt of the Final Order and prior to or concurrently with the satisfaction orEffective Time, where not prohibitedreserve and authorize for issuance such number of shares of Parent Common Stock as shall be necessary to issue to holders of Parent RSUs issued in conversion of Rollover RSUs and Rollover PRSUs.
(b) The Purchaser and, subject to the waiver by the applicable Party or Parties in whose favour the condition is, provisions of the conditions set out in Article 6 Section 2.9(2) of the Arrangement Agreement (excluding conditions thatAgreement, by their termsthe Company shall, cannot be satisfied until following receipt of the Final Order and prior to or concurrently with the Effective DateTime, but subject provide or cause to the satisfaction or, where not prohibitedbe provided to, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser shall instruct the Share Registry to issue the Purchaser Shares to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) with sufficient funds to satisfy the aggregate Consideration, RSU Consideration, PRSU Consideration issuable and SAR Consideration payable to the Company Shareholders and holders of Cash-Out RSUs, Cash-Out PRSUs and SARs pursuant to this the Plan of Arrangement (other than with respect to Common Shares held by the Company or any of its Subsidiaries or already owned by the Parent or any of its Subsidiaries and Company Shareholders who have validly exercised exercising Dissent Rights Rights), net of any applicable withholdings pursuant to Section 4.3, which funds shall be held by the Depositary in escrow as agent and who have not withdrawn their notice nominee for such Company Shareholders and holders of objection)Cash-Out RSUs, Cash-Out PRSUs and SARs.
(bc) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Common Shares that were transferred pursuant to Section 2.3(b2.3(f) or Section 2.3(g), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, such Company Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, a Holding Statement representing Shareholder the number of Purchaser Shares to Consideration which such Company Shareholder is entitled holder has the right to receive under the ArrangementPlan of Arrangement for such Common Shares, which Purchaser Shares will be registered in such name or names and either (A) delivered without interest, less any amounts withheld pursuant to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, or (B) made available for pick up at the offices of the Depositary, in accordance with the instructions of the Company Shareholder in the Letter of TransmittalSection 4.3, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(cd) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Common Shares (other than Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in which the holder is entitled to receive pursuant to this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Common Shares not duly surrendered on or before the second sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company Company, the Purchaser or the PurchaserParent. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(de) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second sixth anniversary of the Effective TimeDate, and any right or claim to payment hereunder that remains outstanding on the second sixth anniversary of the Effective TimeDate, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
(f) No former holder of Common Shares or Company Equity Awards, and no participants in the Employee Share Purchase Plan, shall be entitled (following the completion of the Plan of Arrangement) to receive any consideration with respect to such securities other than the cash payment, if any, which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 and, for greater certainty, no such holder shall be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than, in respect of Common Shares, any declared but unpaid dividends with a record date prior to the Effective Date. No dividend or other distribution declared or made after the Effective Time with respect to any securities of the Company with a record date on or after the Effective Date shall be delivered to the holder of any unsurrendered certificate or DRS Advice which, immediately prior to the Effective Time, represented outstanding Common Shares that were transferred pursuant to Section 2.3.
Appears in 1 contract
Samples: Arrangement Agreement (Masonite International Corp)
Payment and Delivery of Consideration. (a) Following receipt Prior to the sending by the Company of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, Articles of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date)Director, the Purchaser shall instruct the Share Registry deliver, or cause to issue be delivered, the Purchaser Shares to the Depositary in escrow to satisfy: (i) the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Share Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised exercising Dissent Rights and who have not withdrawn their notice of objection).
; (bii) on behalf of the Company, the Purchaser Shares issuable pursuant to Section 2.3(d) in connection with the payment of the In-the-Money Option Consideration; and (iii) the Purchaser Shares issuable pursuant to Section 2.3(j) in connection with the payment of the Warrant Consideration. Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Common Shares that were transferred pursuant to Section 2.3(b2.3(g), together with a duly completed and executed applicable Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the former holders of Common Shares represented by such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such former Company ShareholderShareholder(s), a Holding Statement certificate representing the number of Purchaser Shares to which such former Company Shareholder Shareholder(s) is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick up at the offices of the Depositary, Depositary in accordance with the instructions of the Company Shareholder in the their Letter of Transmittal, and any certificate or DRS Advice representing Company Common Shares so surrendered shall forthwith thereafter be cancelled.
(cb) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Common Shares (other than Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Share Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Common Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder holder of Common Shares of any kind or nature against or in the Company or the Purchaser. On such date, all Share Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(c) Upon the receipt by the Depositary of a duly completed and signed Letter of Transmittal in the applicable form from each Company RSU Holder, holder of In-the-Money Options, Hillcrest and Company Warrantholder, and such additional documents and instruments as the Depositary may reasonably require, the Depositary shall deliver a certificate representing the number of Purchaser Shares to which such Person is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Person directed in their Letter of Transmittal; or (B) made available for pick up at the offices of the Depositary in accordance with the instructions of such Person in their Letter of Transmittal.
(d) As soon as practicable after the Effective Time, the Purchaser shall issue to each holder of Out-of-the-Money Options, the Replacement Options to which such Person is entitled to receive in accordance with Section 2.3(h).
(e) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
Appears in 1 contract
Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party Depositary of a Canopy Call Option Exercise Notice or Parties in whose favour a Triggering Event Notice, as the condition iscase may be, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until and prior to the Effective Date, but subject Canopy shall deliver, or cause to the satisfaction orbe delivered, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser shall instruct the Share Registry to issue the Purchaser Shares to the Depositary in escrow a sufficient number of Canopy Shares (the terms of such escrow to be satisfactory or, to the Company and the Purchaserextent applicable, each acting reasonablyany Alternate Consideration) to satisfy the Purchaser’s obligation to cause Canopy to issue Consideration issuable Shares (or, to the extent applicable, any Alternate Consideration) to Company Floating Shareholders pursuant to in accordance with Section 0 of this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection)Arrangement.
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Floating Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company ShareholderFloating Shareholder(s), a Holding Statement certificate representing the number of Purchaser Consideration Shares (or, to the extent applicable, securities comprising any Alternate Consideration) which such Company Shareholder holder is entitled to receive under the pursuant to this Plan of Arrangement, which Purchaser Consideration Shares (or, to the extent applicable, securities comprising any Alternate Consideration) will be registered in such name or names and either (A) delivered to the address or addresses as such Company Floating Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick up at the offices office of the Depositary, Depositary in accordance with the instructions of the Company Floating Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Floating Shares so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by Section 0 of this Section 4.1Plan of Arrangement, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Floating Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration Shares (or, to the extent applicable, any Alternate Consideration) in lieu of such certificate or DRS Advice as contemplated in Section 0 of this Section 4.1Plan of Arrangement, less any amounts withheld pursuant to Section 4.30 of this Plan of Arrangement. Any such certificate or DRS Advice formerly representing Company Floating Shares not duly surrendered on or before the second third anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Floating Shareholder of any kind or nature against or in the Company Company, Canopy or the Purchaser. On such date, all Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) to which such former holder Company Floating Shareholder was entitled shall be deemed to have been surrendered to the Purchaser Canopy and shall be delivered paid over by the Depositary to the Purchaser Canopy or as directed by the PurchaserXxxxxx.
(d) Any payment No dividends or other distributions declared or made after the Effective Date with respect to Canopy Shares (or, to the extent applicable, securities representing any Alternate Consideration) with a record date on or after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates which, immediately prior to the Effective Date, represented outstanding Company Floating Shares, until the surrender of such certificates to the Depositary. Subject to applicable Law and to Section 0 of this Plan of Arrangement, at the time of such surrender, there shall, in addition to the delivery of the Canopy Shares (or, to the extent applicable, securities comprising any Alternate Consideration) to which such Company Floating Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Canopy Shares (or, to the extent applicable, securities comprising any Alternate Consideration).
(e) No holder of Company Floating Shares shall be entitled to receive any consideration or entitlement with respect to such Company Floating Shares in connection with the transactions or events contemplated by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited other than any consideration or has been returned entitlement to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the which such holder is entitled to receive the applicable Consideration pursuant to in accordance with Section 0 of this Plan of Arrangement shall terminate Arrangement, this Section 0 and be deemed to be surrendered and forfeited to the Purchaser for no considerationother terms of this Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party Depositary of a Canopy Call Option Exercise Notice or Parties in whose favour a Triggering Event Notice, as the condition iscase may be, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until and prior to the Effective Date, but subject Canopy shall deliver, or cause to the satisfaction orbe delivered, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser shall instruct the Share Registry to issue the Purchaser Shares to the Depositary in escrow a sufficient number of Canopy Shares (the terms of such escrow to be satisfactory or, to the Company and the Purchaserextent applicable, each acting reasonablyany Alternate Consideration) to satisfy the Purchaser’s obligation to cause Canopy to issue Consideration issuable Shares (or, to the extent applicable, any Alternate Consideration) to Company Floating Shareholders pursuant to in accordance with Section 3.2(b) of this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection)Arrangement.
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Floating Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company ShareholderFloating Shareholder(s), a Holding Statement certificate representing the number of Purchaser Consideration Shares (or, to the extent applicable, securities comprising any Alternate Consideration) which such Company Shareholder holder is entitled to receive under the pursuant to this Plan of Arrangement, which Purchaser Consideration Shares (or, to the extent applicable, securities comprising any Alternate Consideration) will be registered in such name or names and either (A) delivered to the address or addresses as such Company Floating Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick up at the offices office of the Depositary, Depositary in accordance with the instructions of the Company Floating Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Floating Shares so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by Section 5.1(b) of this Section 4.1Plan of Arrangement, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Floating Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration Shares (or, to the extent applicable, any Alternate Consideration) in lieu of such certificate or DRS Advice as contemplated in Section 5.1(b) of this Section 4.1Plan of Arrangement, less any amounts withheld pursuant to Section 4.35.3 of this Plan of Arrangement. Any such certificate or DRS Advice formerly representing Company Floating Shares not duly surrendered on or before the second third anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Floating Shareholder of any kind or nature against or in the Company Company, Canopy or the Purchaser. On such date, all Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) to which such former holder Company Floating Shareholder was entitled shall be deemed to have been surrendered to the Purchaser Canopy and shall be delivered paid over by the Depositary to the Purchaser Canopy or as directed by the PurchaserXxxxxx.
(d) Any payment No dividends or other distributions declared or made after the Effective Date with respect to Canopy Shares (or, to the extent applicable, securities representing any Alternate Consideration) with a record date on or after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates which, immediately prior to the Effective Date, represented outstanding Company Floating Shares, until the surrender of such certificates to the Depositary. Subject to applicable Law and to Section 5.3 of this Plan of Arrangement, at the time of such surrender, there shall, in addition to the delivery of the Canopy Shares (or, to the extent applicable, securities comprising any Alternate Consideration) to which such Company Floating Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Canopy Shares (or, to the extent applicable, securities comprising any Alternate Consideration).
(e) No holder of Company Floating Shares shall be entitled to receive any consideration or entitlement with respect to such Company Floating Shares in connection with the transactions or events contemplated by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited other than any consideration or has been returned entitlement to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the which such holder is entitled to receive the applicable Consideration pursuant to in accordance with Section 3.2 of this Plan of Arrangement shall terminate Arrangement, this Section 5.1 and be deemed to be surrendered and forfeited to the Purchaser for no considerationother terms of this Plan of Arrangement.
Appears in 1 contract
Payment and Delivery of Consideration. (a) Following receipt Prior to the sending by the Company of the Final Order and Articles of Arrangement to the satisfaction orDirector:
(i) the Company shall deposit, where not prohibitedor cause to be deposited, for the waiver by the applicable Party or Parties in whose favour the condition is, benefit of the conditions set out Company Common Shareholders, cash with the Depositary in Article 6 the aggregate amount equal to the payments in respect of the Common Shares required by Section 2.3(c) of this Plan of Arrangement in accordance with Section 2.9(2) of the Arrangement Agreement Agreement; and
(excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), ii) the Purchaser shall instruct the Share Registry deliver, or cause to issue be delivered, the Purchaser Shares to the Depositary in escrow (to satisfy the terms of such escrow to be satisfactory Share Consideration issuable and/or payable to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Common Shareholders pursuant to this Plan of Arrangement (other than Company Common Shareholders who have validly exercised exercising Dissent Rights and who have not withdrawn their notice of objection).
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Common Shares that were transferred pursuant to Section 2.3(b2.3(c), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Company Common Shareholder(s) represented by such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company ShareholderCommon Shareholder(s):
(i) a cheque, wire or other form of immediately available funds representing the Cash Consideration which such Company Common Shareholder(s) has the right to receive under this Plan of Arrangement for such Common Shares, less any amounts withheld pursuant to Section 5.3; and
(ii) a Holding Statement certificate representing the number of Purchaser Shares to which such Company Shareholder holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Common Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick up at the offices of the Depositary, Depositary in accordance with the instructions of the Company Common Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Common Shares so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.15.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Common Shares (other than Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.15.1, less any amounts withheld pursuant to Section 4.35.3. Any such certificate or DRS Advice formerly representing Company Common Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder holder of Common Shares of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.the
Appears in 1 contract
Samples: Arrangement Agreement (Aphria Inc.)
Payment and Delivery of Consideration. (a) Following receipt Prior to the sending by the Company of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, Articles of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date)Director, the Purchaser shall instruct the Share Registry deliver, or cause to issue be delivered, the Purchaser Shares to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection).
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b2.3(i), together with a duly completed and executed Letter of Transmittal Transmittal, and such additional documents and instruments as the Depositary may reasonably require, such the applicable Company Shareholder Shareholder(s) shall be entitled to receive receive, in exchange therefor, and the Depositary shall deliver to such Company Shareholder, Person(s): a Holding Statement certificate(s) representing the number of Purchaser Shares to which such Company Shareholder holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick pick-up at the offices of the Depositary, Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Shares Shares, Company Debentures or any evidence of entitlement to TJAC Options so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that that, immediately prior to the Effective Time Time, represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), Company Debentures, and each evidence of entitlement to TJAC Options shall be deemed deemed, after the Effective Time Time, to represent only the right to receive receive, upon such surrender surrender, the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Shares or Company Debentures or any such evidence of entitlement of TJAC Options, not duly surrendered on or before the second sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder Shareholder, Company Debentureholder or TJAC Optionholder of any kind or nature against or in the Company Company, TJAC or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second sixth (6th) anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
Appears in 1 contract
Samples: Arrangement Agreement
Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement Not later than one (excluding conditions that, by their terms, cannot be satisfied until 1) Business Day prior to the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser shall instruct the Share Registry to issue the Purchaser Shares to deposit in escrow with the Depositary in escrow (the terms and conditions of such escrow to be satisfactory to the Company and the PurchaserParties, each acting reasonably) sufficient Purchaser Shares to satisfy the aggregate Consideration issuable payable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection)) pursuant to this Plan of Arrangement.
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b2.4(f)(ii), together with a duly completed and executed Letter of Transmittal Transmittal, and such additional documents and instruments as the Depositary may reasonably require, such the applicable Company Shareholder Shareholder(s) shall be entitled to receive receive, in exchange therefor, and the Depositary shall deliver to such Company Shareholder, Person(s): a Holding Statement certificate(s) representing the number of Purchaser Shares to which such Company Shareholder holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick pick-up at the offices of the Depositary, Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that that, immediately prior to the Effective Time Time, represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), ) shall be deemed deemed, after the Effective Time Time, to represent only the right to receive receive, upon such surrender surrender, the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Shares Shares, not duly surrendered on or before the second sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company Company, Trichome or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second sixth (6th) anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
Appears in 1 contract
Samples: Arrangement Agreement
Payment and Delivery of Consideration.
(a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject prior to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Amendment Date), the Purchaser shall instruct deliver, or cause to be delivered, to the Share Registry Payment Agent, by wire transfer in immediately available funds, an amount sufficient to issue pay the Amendment Option Payment payable by the Purchaser Shares to to: (i) the Depositary Amendment Time Company Shareholders in escrow accordance with Section 3.2(c); and (ii) the Amendment Time High Street Holders and Amendment Time USCo2 Class B Shareholders in accordance with the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection)Amended Arrangement.
(b) Following receipt of the Final Order and prior to filing of the Required Filings, the Company shall deliver, or cause to be delivered, to the Reorganization Depositary a sufficient number of New Subordinate Shares and New Multiple Shares to satisfy the Company’s obligation to issue New Subordinate Shares and New Multiple Shares to Company Shareholders in accordance with Section 3.2(e).
(c) Upon surrender to the Reorganization Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Amendment Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Shares, together with a duly completed and executed Reorganization Letter of Transmittal and such additional documents and instruments as the Reorganization Depositary may reasonably require, the holder of such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Reorganization Depositary shall deliver to such Company ShareholderShareholder(s), a Holding Statement certificate representing the number of Purchaser New Subordinate Shares to or New Multiple Shares which such Company Shareholder holder(s) is entitled to receive under pursuant to the ArrangementCapital Reorganization, which Purchaser New Subordinate Shares and New Multiple Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Reorganization Letter of Transmittal, ; or (B) made available for pick up at the offices office of the Depositary, Reorganization Depositary in accordance with the instructions of the Company Shareholder in the Reorganization Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(cd) Until surrendered as contemplated by this Section 4.15.1(c), each certificate or DRS Advice that immediately prior to the Effective Amendment Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Amendment Time to represent only the right to receive upon such surrender the New Subordinate Shares and/or New Multiple Shares in lieu of such certificate as contemplated in Section 3.2(e).
(e) Following receipt by the Depositary of a Purchaser Call Option Exercise Notice or a Triggering Event Notice, as the case may be, and, if applicable, the Floating Call Option Exercise Notice, and prior to the Acquisition Date, the Purchaser shall deliver, or cause to be delivered, to the Depositary a sufficient number of Purchaser Shares and, if applicable, sufficient Floating Cash Consideration (or, to the extent applicable, any Alternate Consideration or Alternate Floating Consideration) to satisfy the Purchaser’s obligation to issue Consideration Shares and, if applicable, the Floating Cash Consideration (or, to the extent applicable, any Alternate Consideration or Alternate Floating Consideration) to Shareholders in accordance with Section 3.2(n)(iii), Section 3.2(n)(iv) or Section 3.2(n)(vi)(F).
(f) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Acquisition Effective Time represented outstanding Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Shareholder(s), a certificate representing the Consideration Shares and, if applicable, the Floating Cash Consideration (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) which such holder is entitled to receive pursuant to this Amended Plan of Arrangement, which Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) will be registered in such name or names and, if applicable, along with the Floating Cash Consideration, either (A) delivered to the address or addresses as such Shareholder directed in their Letter of Transmittal; or (B) made available for pick up at the office of the Depositary in accordance with the instructions of the Shareholder in the Letter of Transmittal, and any certificate representing Shares so surrendered shall forthwith thereafter be cancelled.
(g) Until surrendered as contemplated by Section 5.1(f), each certificate that immediately prior to the Acquisition Effective Time represented Shares shall be deemed after the Acquisition Effective Time to represent only the right to receive upon such surrender the Consideration Shares (or, to the extent applicable, any Alternate Consideration or Alternate Floating Consideration) in lieu of such certificate or DRS Advice as contemplated in this Section 4.15.1(f), less any amounts withheld pursuant to Section 4.35.4. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second sixth anniversary of the Effective Acquisition Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) to which such former holder Shareholder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(dh) Any payment No dividends or other distributions declared or made after the Acquisition Date with respect to Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) with a record date on or after the Acquisition Date will be payable or paid to the holder of any unsurrendered certificate or certificates which, immediately prior to the Acquisition Date, represented outstanding Shares, until the surrender of such certificates to the Depositary. Subject to applicable Law and to Section 5.4, at the time of such surrender, there shall, in addition to the delivery of the Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration) to which such Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Acquisition Effective Time theretofore paid with respect to such Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration or Alternate Floating Consideration).
(i) No holder of Shares shall be entitled to receive any consideration or entitlement with respect to such Shares in connection with the transactions or events contemplated by way of cheque by the Depositary pursuant to this Amended Plan of Arrangement that has not been deposited other than any consideration or has been returned entitlement to the Depositary or that otherwise remains unclaimedwhich such holder is entitled to receive in accordance with Section 3.2, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature this Section 5.1 and the right other terms of the holder to receive the applicable Consideration pursuant to this Amended Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no considerationArrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Payment and Delivery of Consideration. (a) Following receipt Prior to the sending by the Company of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, Articles of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), Director the Purchaser shall instruct the Share Registry deliver, or cause to issue be delivered, the Purchaser Shares to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Common Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised exercising Dissent Rights and who have not withdrawn their notice of objection).
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Compressed Shares that were transferred pursuant to Section 2.3(b) or Common Shares that were transferred pursuant to Section 2.3(d), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Company Shareholder(s) represented by such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, Shareholder(s): a Holding Statement certificate representing the number of Purchaser Shares to which such Company Shareholder holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick up at the offices of the Depositary, Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate representing Common Shares or DRS Advice representing Company Shares Class A Compressed Share, as the case may be, so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.15.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Common Shares or Class A Compressed Share, as the case may be, (other than Company Common Shares or Class A Compressed Share, as the case may be in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.15.1, less any amounts withheld pursuant to Section 4.35.3. Any such certificate or DRS Advice formerly representing Company Common Shares or Class A Compressed Share, as the case may be, not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
Appears in 1 contract
Samples: Arrangement Agreement
Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser shall instruct the Share Registry deliver, or cause to issue be delivered, the Purchaser Shares to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) to satisfy the Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised exercising Dissent Rights and who have not withdrawn their notice of objection).
(b) Upon a Company Shareholder's surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b2.3(c), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, such Company Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, : a Holding Statement certificate representing the number of Purchaser Shares to which such Company Shareholder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick up at the offices of the Depositary, Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.15.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.15.1, less any amounts withheld pursuant to Section 4.35.3. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
Appears in 1 contract
Samples: Arrangement Agreement
Payment and Delivery of Consideration. (a) Following the receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until but prior to the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser shall instruct deposit, or arrange to be deposited, with the Share Registry to issue Depositary and for the benefit of Affected Securityholders, sufficient Purchaser Shares to satisfy the Depositary in escrow (the terms of such escrow to be satisfactory aggregate Share Consideration payable to the Company and Shareholders in accordance with Section 2.3, the Purchaser, each acting reasonably) aggregate amount of cash to satisfy the aggregate Cash Consideration issuable payable in accordance with Section 2.3 and the aggregate amount of cash to satisfy the Company payment to Shareholders pursuant to this Plan in lieu of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection)fractional Purchaser Shares in accordance with Section 4.5.
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice instrument which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary or the Purchaser may reasonably requirerequire (or, if such Company Shareholder Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares on a book-entry account statement, it being understood that any reference herein to “certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Shares), the holders holding Shares formerly represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholderholder, a Holding Statement representing the number of Purchaser Shares to Consideration which such Company Shareholder is entitled holder has the right to receive under this Plan of Arrangement for such Shares, including the Arrangement, which cash payment in lieu of fractional Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, or (B) made available for pick up at the offices of the Depositary, in accordance with the instructions of the Company Shareholder in the Letter of TransmittalSection 4.5, less any amounts withheld pursuant to Section 4.4, and any certificate or DRS Advice representing Company Shares instrument so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn)Shares, shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.34.4. Any such certificate or DRS Advice formerly representing Company Shares that were transferred pursuant to Section 2.3, and not duly surrendered with all other instruments required by this Section 4.1, on or before the second sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder holder of Shares of any kind or nature in the Consideration or against or in the Company Company, the Purchaser or the Purchaserany of their respective Affiliates. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, and the Cash Consideration forming part of such Consideration shall be delivered paid or returned over by the Depositary to the Purchaser or as directed by the PurchaserPurchaser and the Share Consideration forming part of the Consideration shall be deemed to be cancelled.
(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before after the second sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second sixth anniversary of the Effective Time, Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration consideration for the Affected Securities pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.
(e) No holder of Affected Securities shall be entitled to receive any consideration with respect to such Affected Securities other than any consideration to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 less any amount withheld pursuant to Section 4.4 and, for greater certainty, subject to Section 4.6, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.
Appears in 1 contract
Samples: Amendment Agreement
Payment and Delivery of Consideration. (a) Following receipt Prior to the filing of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, Articles of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date)Arrangement, the Purchaser shall instruct the Share Registry deposit, or arrange to issue the Purchaser Shares to be deposited, with the Depositary in escrow (and for the terms benefit of such escrow to be satisfactory to the Company and the PurchaserAffected Securityholders, each acting reasonably) sufficient Parent Shares to satisfy the aggregate Share Consideration issuable payable to the Company Shareholders pursuant in accordance with Section 2.3, the aggregate amount of cash to this Plan satisfy the aggregate Cash Consideration payable in accordance with Section 2.3 and the aggregate amount of Arrangement (other than Company cash to satisfy the payment to Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice in lieu of objection)fractional Parent Shares in accordance with Section 4.5.
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice instrument which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary or the Purchaser may reasonably requirerequire (or, if such Company Shareholder Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares on a book-entry account statement, it being understood that any reference herein to “certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Shares), the holders holding Shares formerly represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholderholder, a Holding Statement representing the number of Purchaser Shares to Consideration which such Company Shareholder is entitled holder has the right to receive under this Plan of Arrangement for such Shares, including the Arrangement, which Purchaser cash payment in lieu of fractional Parent Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, or (B) made available for pick up at the offices of the Depositary, in accordance with the instructions of the Company Shareholder in the Letter of TransmittalSection 4.5, less any amounts withheld pursuant to Section 4.3, and any certificate or DRS Advice representing Company Shares instrument so surrendered shall forthwith thereafter be cancelled.
(c) On or as soon as practicable after the Effective Date, the Depositary shall deliver, on behalf of the Company, to each holder of DSUs as reflected on the register maintained by or on behalf of the Company in respect of DSUs, a cheque representing the cash payment, if any, which such holder of DSUs has the right to receive under this Plan of Arrangement for such DSUs, less any amount withheld pursuant to Section 4.3. Notwithstanding the foregoing, at the election of the Purchaser and the Company, the Company shall be entitled to pay any such amounts payable to holders of DSUs pursuant to its payroll service provider no later than the Company’s next regularly scheduled payroll date following the Effective Date.
(d) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn)Shares, shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment made by way of cheque by the Depositary that were transferred pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.to
Appears in 1 contract
Payment and Delivery of Consideration. (a) Following receipt of On or immediately prior to the Final Order and Effective Date in accordance with the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 terms of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date)Agreement, the Purchaser shall instruct deliver, or cause to be delivered, the Share Registry Consideration and the Cash Consideration (subject to issue the Purchaser Shares Section 4.1(f)) to which Company Shareholders are entitled, to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) depositary to satisfy the Consideration per Company Common Share issuable and/or payable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection), which Purchaser Shares and Cash Consideration shall be held by the Depositary for and on behalf of the former Company Shareholders until delivered or paid to such former Company Shareholders subject to and in accordance with this Article 4.
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Common Shares that were transferred pursuant to Section 2.3(b), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholderholder, the Cash Consideration (subject to Section 4.1(f)), and a Holding Statement certificate representing the number of Purchaser Shares to which such Company Shareholder is entitled holder has the right to receive under the Arrangement, which Purchaser Shares will be registered in such the name or names and either (Ai) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, Transmittal or (Bii) made available for pick up at the offices of the Depositary, Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Common Shares so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Common Shares (other than Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Common Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Company Shareholder Common Shares of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective TimeDate, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, Date shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration consideration for the Company Common Shares pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
(e) All amounts of Cash Consideration to be received under this Plan of Arrangement will be calculated to the nearest cent ($0.01). For greater certainty, if pursuant to Section 2.3(d) a Company Shareholder will receive in the aggregate less than $0.01 in respect of all the Company Common Shares held by that Company Shareholder, the cash consideration to be received by such Company Shareholder will be rounded up to $0.01. All calculations and determinations by the Purchaser or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding.
(f) At the option of the Purchaser, Cash Consideration payable to a Company Shareholder that is an amount less than $10.00 may be required to be picked up by such former Company Shareholder from the Depositary’s office set forth in the Letter of Transmittal following five (5) Business Days’ prior notice thereof. Any such amount not picked up before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Company Common Shares of any kind or nature against or in the Company or the Purchaser. On such date, all Cash Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser as directed by the Purchaser.
(g) No holder of Company Common Shares shall be entitled to receive any consideration with respect to such Company Common Shares other than the Consideration to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 less any amounts withheld pursuant to Section 4.3 and, for greater certainty, no such holder with be entitled to receive any interest, dividends, premium or other payment in connection therewith.
Appears in 1 contract
Payment and Delivery of Consideration. (a) Following The Parent shall, following receipt of the Final Order and prior to or concurrently with the satisfaction orEffective Time, where not prohibitedreserve and authorize for issuance such number of shares of Parent Common Stock as shall be necessary to issue to holders of Parent RSUs issued in conversion of Rollover RSUs and Rollover PRSUs.
(b) The Purchaser and, subject to the waiver by the applicable Party or Parties in whose favour the condition is, provisions of the conditions set out in Article 6 Section 2.9(2) of the Arrangement Agreement (excluding conditions thatAgreement, by their termsthe Company shall, cannot be satisfied until following receipt of the Final Order and prior to or concurrently with the Effective DateTime, but subject provide or cause to the satisfaction or, where not prohibitedbe provided to, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser shall instruct the Share Registry to issue the Purchaser Shares to the Depositary in escrow (the terms of such escrow to be satisfactory to the Company and the Purchaser, each acting reasonably) with sufficient funds to satisfy the aggregate Consideration, RSU Consideration, PRSU Consideration issuable and SAR Consideration payable to the Company Shareholders and holders of Cash-Out RSUs, Cash-Out PRSUs and SARs pursuant to this the Plan of Arrangement (other than with respect to Common Shares held by the Company or any of its Subsidiaries or already owned by the Parent or any of its Subsidiaries and Company Shareholders who have validly exercised exercising Dissent Rights Rights), net of any applicable withholdings pursuant to Section 4.3, which funds shall be held by the Depositary in escrow as agent and who have not withdrawn their notice nominee for such Company Shareholders and holders of objection)Cash-Out RSUs, Cash-Out PRSUs and SARs.
(bc) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Common Shares that were transferred pursuant to Section 2.3(b2.3(f) or Section 2.3(g), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, such Company Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, a Holding Statement representing Shareholder the number of Purchaser Shares to Consideration which such Company Shareholder is entitled holder has the right to receive under the ArrangementPlan of Arrangement for such Common Shares, which Purchaser Shares will be registered in such name or names and either (A) delivered without interest, less any amounts withheld pursuant to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, or (B) made available for pick up at the offices of the Depositary, in accordance with the instructions of the Company Shareholder in the Letter of TransmittalSection 4.3, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(cd) Until surrendered as contemplated by this Section 4.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Common Shares (other than Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in which the holder is entitled to receive pursuant to this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Common Shares not duly surrendered on or before the second sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company Company, the Purchaser or the PurchaserParent. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(de) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second sixth anniversary of the Effective TimeDate, and any right or claim to payment hereunder that remains outstanding on the second sixth anniversary of the Effective TimeDate, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
(f) No former holder of Common Shares or Company Equity Awards, and no participants in the Employee Share Purchase Plan, shall be entitled (following the completion of the Plan of Arrangement) to receive any consideration with respect to such securities other than the cash payment, if any, which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 and, for greater certainty, no such holder shall be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than, in respect of Common Shares, any declared but unpaid dividends with a record date prior to the Effective Date. No dividend or other distribution declared or made after the Effective Time with respect to any securities of the Company with a record date on or after the Effective Date shall be delivered to the holder of any unsurrendered certificate or DRS Advice which, immediately prior to the Effective Time, represented outstanding Common Shares that were transferred pursuant to Section 2.3.
Appears in 1 contract
Payment and Delivery of Consideration. (a) Following The Purchaser will, following receipt of the Final Order and prior to the satisfaction orsending by the Company of the Articles of Arrangement to the Director, where not prohibiteddeliver or cause to be delivered to the Purchaser's transfer agent one or more treasury directions addressed to Purchaser's transfer agent as may be necessary to satisfy the aggregate Consideration to be paid to Company Common Shareholders (other than dissenting Company Common Shareholders), Company Debentureholders, Company Warrantholders and holders of Company $0.50 Options under the Arrangement.
(a) Immediately following the sending by the Company of the Articles of Arrangement to the Director, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser Purchaser's transfer agent shall instruct the Share Registry to issue the Purchaser Shares to the Depositary in escrow (the terms of such escrow to be satisfactory deliver to the Company Common Shareholders, Company Debentureholders, Company Warrantholders and holders of Company $0.50 Options, as applicable, DRS Statements representing the Purchaser, each acting reasonably) to satisfy portion of the Consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection).
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, such Company Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, a Holding Statement representing the number of Purchaser Shares to which such Company Shareholder holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, or (B) made available for pick up at the offices of the Depositary, in accordance with the instructions of the applicable Company Shareholder in the Letter Common Shareholder, Company Debentureholder, Company Warrantholders and holders of TransmittalCompany $0.50 Options, and any certificate representing Common Shares, Company Debentures, Company Warrants and Company $0.50 Options shall be deemed to be automatically cancelled.
(b) Forthwith following the date on which the First Triggering Event occurs, the Purchaser shall deliver to the Company Common Shareholders (other than dissenting Company Common Shareholders) and Company Debentureholders, DRS Statements representing the portion of the Additional Consideration to which such holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or DRS Advice representing names in accordance with the instructions of the applicable Company Shares so surrendered shall forthwith thereafter be cancelledCommon Shareholder and Company Debentureholder.
(c) Until surrendered as contemplated by this Section 4.1Forthwith following the date on which the Second Triggering Event occurs, each the Purchaser shall deliver to the Company Common Shareholders (other than dissenting Company Common Shareholders) and Company Debentureholders, DRS Statements representing the portion of the Additional Consideration to which such holder is entitled to receive under the Arrangement, which Purchaser Shares will be registered in such name or names in accordance with the instructions of the applicable Company Common Shareholder and Company Debentureholder.
(d) Each certificate or DRS Advice that immediately prior to the Effective Time represented Company Common Shares (other than Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), Company Debentures, Company Warrants and Company $0.50 Options shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration in lieu of such certificate or DRS Advice as contemplated in this Section 4.1and Additional Consideration, if applicable, less any amounts withheld pursuant to Section 4.3. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered by the Depositary to the Purchaser or as directed by the Purchaser4.2.
(d) Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.
Appears in 1 contract
Samples: Arrangement Agreement
Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party Depositary of a Canopy Call Option Exercise Notice or Parties in whose favour a Triggering Event Notice, as the condition iscase may be, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until and prior to the Effective Date, but subject Canopy shall deliver, or cause to the satisfaction orbe delivered, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), the Purchaser shall instruct the Share Registry to issue the Purchaser Shares to the Depositary in escrow a sufficient number of Canopy Shares (the terms of such escrow to be satisfactory or, to the Company and the Purchaserextent applicable, each acting reasonablyany Alternate Consideration) to satisfy the Purchaser’s obligation to cause Canopy to issue Consideration issuable Shares (or, to the extent applicable, any Alternate Consideration) to Company Floating Shareholders pursuant to in accordance with Section 3.2(b) of this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights and who have not withdrawn their notice of objection).
(b) Arrangement. Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Floating Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company ShareholderFloating Shareholder(s), a Holding Statement certificate representing the number of Purchaser Consideration Shares (or, to the extent applicable, securities comprising any Alternate Consideration) which such Company Shareholder holder is entitled to receive under the pursuant to this Plan of Arrangement, which Purchaser Consideration Shares (or, to the extent applicable, securities comprising any Alternate Consideration) will be registered in such name or names and either (A) delivered to the address or addresses as such Company Floating Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick up at the offices office of the Depositary, Depositary in accordance with the instructions of the Company Floating Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Floating Shares so surrendered shall forthwith thereafter be cancelled.
(c) . Until surrendered as contemplated by Section 5.1(b) of this Section 4.1Plan of Arrangement, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Floating Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender the Consideration Shares (or, to the extent applicable, any Alternate Consideration) in lieu of such certificate or DRS Advice as contemplated in Section 5.1(b) of this Section 4.1Plan of Arrangement, less any amounts withheld pursuant to Section 4.35.3 of this Plan of Arrangement. Any such certificate or DRS Advice formerly representing Company Floating Shares not duly surrendered on or before the second third anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Floating Shareholder of any kind or nature against or in the Company Company, Canopy or the Purchaser. On such date, all Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) to which such former holder Company Floating Shareholder was entitled shall be deemed to have been surrendered to the Purchaser Canopy and shall be delivered paid over by the Depositary to the Purchaser Canopy or as directed by Xxxxxx. No dividends or other distributions declared or made after the Purchaser.
Effective Date with respect to Canopy Shares (dor, to the extent applicable, securities representing any Alternate Consideration) Any payment made with a record date on or after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates which, immediately prior to the Effective Date, represented outstanding Company Floating Shares, until the surrender of such certificates to the Depositary. Subject to applicable Law and to Section 5.3 of this Plan of Arrangement, at the time of such surrender, there shall, in addition to the delivery of the Canopy Shares (or, to the extent applicable, securities comprising any Alternate Consideration) to which such Company Floating Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Canopy Shares (or, to the extent applicable, securities comprising any Alternate Consideration). No holder of Company Floating Shares shall be entitled to receive any consideration or entitlement with respect to such Company Floating Shares in connection with the transactions or events contemplated by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited other than any consideration or has been returned entitlement to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature and the right of the which such holder is entitled to receive the applicable Consideration pursuant to in accordance with Section 3.2 of this Plan of Arrangement shall terminate Arrangement, this Section 5.1 and be deemed to be surrendered and forfeited to the Purchaser for no considerationother terms of this Plan of Arrangement.
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Payment and Delivery of Consideration. (a) Following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, cannot be satisfied until prior to the Effective Date, but subject the Purchaser shall deliver, or cause to be delivered, to the satisfaction orPayment Agent, where not prohibitedby wire transfer in immediately available funds, an amount sufficient to pay the waiver Aggregate Option Premium payable by the applicable Party or Parties Purchaser to: (i) the Effective Time Company Shareholders in whose favour accordance with Section 3.1(d); and (ii) the condition is, of those conditions as Effective Time High Street Holders and Effective Time USCo2 Class B Shareholders in accordance with the terms of the Effective Arrangement Agreement. Following receipt by the Depositary of a Purchaser Call Option Exercise Notice or a Triggering Event Notice, as the case may be, and prior to the Acquisition Date), the Purchaser shall instruct the Share Registry deliver, or cause to issue the Purchaser Shares be delivered, to the Depositary in escrow a sufficient number of Purchaser Shares (the terms of such escrow to be satisfactory or, to the Company and the Purchaserextent applicable, each acting reasonablyany Alternate Consideration) to satisfy the Purchaser’s obligation to issue Consideration issuable Shares (or, to the extent applicable, any Alternate Consideration) to Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders who have validly exercised Dissent Rights in accordance with Sections 3.1(i)(v) and who have not withdrawn their notice of objection3.1(i)(vii)(F).
(b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Acquisition Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3(b)Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such Company Shareholder surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company ShareholderShareholder(s), a Holding Statement certificate representing the number of Purchaser Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) which such Company Shareholder holder is entitled to receive under the pursuant to this Plan of Arrangement, which Purchaser Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) will be registered in such name or names and either either
(A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal, ; or (B) made available for pick up at the offices office of the Depositary, Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, and any certificate or DRS Advice representing Company Shares so surrendered shall forthwith thereafter be cancelled.
(c) Until surrendered as contemplated by this Section 4.15.1(b), each certificate or DRS Advice that immediately prior to the Acquisition Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Acquisition Effective Time to represent only the right to receive upon such surrender the Consideration Shares (or, to the extent applicable, any Alternate Consideration) in lieu of such certificate or DRS Advice as contemplated in this Section 4.15.1(b), less any amounts withheld pursuant to Section 4.35.3. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the second sixth anniversary of the Effective Acquisition Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such date, all Consideration Shares (or, to the extent applicable, securities representing any Alternate Consideration) to which such former holder Company Shareholder was entitled shall be deemed to have been surrendered to the Purchaser and shall be delivered paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(d) Any payment No dividends or other distributions declared or made after the Acquisition Date with respect to Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration) with a record date on or after the Acquisition Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Company Shares which, immediately prior to the Acquisition Date, represented outstanding Company Subordinate Voting Shares (or Company Shares that were exchanged for Company Subordinate Voting Shares), until the surrender of such certificates to the Depositary. Subject to applicable Law and to Section 5.3, at the time of such surrender, there shall, in addition to the delivery of the Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration) to which such Company Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Acquisition Effective Time theretofore paid with respect to such Purchaser Shares (or, to the extent applicable, securities representing any Alternate Consideration).
(e) No holder of Company Shares shall be entitled to receive any consideration or entitlement with respect to such Company Shares in connection with the transactions or events contemplated by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited other than any consideration or has been returned entitlement to the Depositary or that otherwise remains unclaimedwhich such holder is entitled to receive in accordance with Section 3.1, in each case, on or before the second anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Time, shall cease to represent a right or claim of any kind or nature this Section 5.1 and the right other terms of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no considerationArrangement.
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Samples: Arrangement Agreement
