Common use of Plan of Arrangement Clause in Contracts

Plan of Arrangement. As promptly as practicable after the United States Securities and Exchange Commission (the "SEC") has informed QCo that it has no further comments with respect to or will not review ("SEC Clearance") the preliminary Joint Proxy Statement, GCo will apply to the Court pursuant to Section 193 of the Business Corporations Act (Alberta) (the "ABCA") for an interim order in form and substance reasonably satisfactory to QCo (the "Interim Order") providing for, among other things, the calling and holding of the GCo Shareholders Meeting for the purpose of considering and, if deemed advisable, approving the arrangement (the "Arrangement") under Section 193 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A (the "Plan of Arrangement"). If the GCo Common Shareholders approve the Arrangement and all necessary approvals of QCo stockholders have been obtained, GCo and QCo will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement in such fashion as the Court may direct (the "Final Order"). At 12:01 a.m. (the "Effective Time") on the date (the "Effective Date") shown on the articles of arrangement filed with the Registrar under the ABCA (which articles of arrangement will not be filed with the Registrar under the ABCA during any 15 business day cure period referred to in Section 6.1(b) or (c) hereof) giving effect to the Arrangement and other transactions set out in Section 2.1 of the Plan of Arrangement, the Arrangement and such other transactions shall occur and shall be deemed to occur in the order set out therein without any further act or formality.

Appears in 1 contract

Samples: Combination Agreement (Quantum Fuel Systems Technologies Worldwide Inc)

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Plan of Arrangement. As promptly as practicable after the United States preliminary Joint Proxy Statement (as hereinafter defined) is cleared by the U.S. Securities and Exchange Commission (the "SEC") has informed QCo that it has no further comments with respect to or will not review ("SEC Clearance") the preliminary Joint Proxy Statement”), GCo Solana will apply to the Court pursuant to Section 193 of the Business Corporations Act (Alberta) ), as amended, (the "ABCA") for an interim order of the Court under Subsection 193(4) of the ABCA containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and substance reasonably satisfactory to QCo Gran Tierra (such order as it may be affirmed, amended or modified by the "Court, the “Interim Order") providing for, among other things, the calling and holding of the GCo Shareholders Solana Securityholders Meeting (as hereinafter defined) for the purpose of considering and, if deemed advisable, approving the arrangement (the "Arrangement") under pursuant to Section 193 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A (as amended or supplemented from time to time in accordance with Article 6 thereof, the "Plan of Arrangement"). If the GCo Common Shareholders Solana Securityholders approve the Arrangement and all necessary approvals of QCo Gran Tierra stockholders have been are obtained, GCo and QCo Solana will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement pursuant to Subsection 193(9)(a) of the ABCA, in form and substance reasonably satisfactory to Gran Tierra (such fashion order as it may be affirmed, amended or modified by the Court may direct Court, (the "Final Order"). At 12:01 a.m. Upon issuance of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived) of the "Effective Time") conditions precedent in Article 6, each of Gran Tierra and Gran Tierra Exchangeco on the date (one hand and Solana on the "Effective Date") shown on other hand shall execute and deliver such closing documents and instruments and forthwith proceed to file the articles of arrangement filed with in respect of the Arrangement required under Subsection 193(10) of the ABCA to be sent to the Registrar under after the ABCA Final Order has been granted (which articles the date of arrangement will not be filed with such filing, the Registrar under the ABCA during any 15 business day cure period referred to in Section 6.1(b) or (c) hereof) “Effective Date”), giving effect to the Arrangement and other transactions set out in Section 2.1 of (the Plan “Articles of Arrangement”), the Arrangement Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(9) of the ABCA, whereupon the transactions comprising the Arrangement shall occur (the time of such filing, the “Effective Time”) and shall be deemed to occur have occurred in the order set out therein without any further act or formality.

Appears in 1 contract

Samples: Arrangement Agreement (Gran Tierra Energy, Inc.)

Plan of Arrangement. (a) As promptly as practicable after the United States Securities and Exchange Commission (the "SEC") has informed QCo FCE that it has no further comments with respect to or will not review ("SEC Clearance") the preliminary Joint Proxy Statement, GCo the Company will apply to the Court pursuant to Section 193 of the Business Corporations Act (Alberta) (the "ABCA") for an interim order in form and substance reasonably satisfactory to QCo FCE (the "Interim Order") providing for, among other things, the calling and holding of the GCo Company Shareholders Meeting for the purpose of considering and, if deemed advisable, approving the arrangement (the "Arrangement") under Section 193 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A (the "Plan of Arrangement"). If the GCo Company Common Shareholders approve the Arrangement and all necessary approvals of QCo FCE stockholders have been obtained, GCo the Company and QCo FCE will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement in such fashion as the Court may direct (the "Final Order"). At 12:01 a.m. (the "Effective Time") on the date (the "Effective Date") shown on the articles of arrangement filed with the Registrar under the ABCA (which articles of arrangement will not be filed with the Registrar under the ABCA during any 15 business day Business Day cure period referred to in Section 6.1(b6.1 (b) or (c) hereof) giving effect to the Arrangement and other transactions set out in Section 2.1 of the Plan of Arrangement, the Arrangement and such other transactions shall occur and shall be deemed to occur in the order set out therein without any further act or formality.

Appears in 1 contract

Samples: Combination Agreement (Fuelcell Energy Inc)

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Plan of Arrangement. As promptly as practicable after the United States Securities execution of this Agreement, Alpine, on a joint basis with Services and Exchange Commission (the "SEC") has informed QCo that it has no further comments with respect to or will not review ("SEC Clearance") the preliminary Joint Proxy StatementWCL, GCo will apply to the Court of Queen's Bench of Alberta (the "Court") pursuant to Section 193 Part 15 of the Business Corporations Act (Alberta) (the "ABCA") for an interim order in form and substance reasonably satisfactory to QCo Weatherford (such approval not to be unreasonably withheld or delayed) (the "Interim Order") providing for, among other things, the calling and holding of the GCo Shareholders Alpine Meeting (as defined herein) for the purpose purposes of considering and, if deemed advisable, approving the an arrangement (the "Arrangement") under Section 193 Part 15 of the ABCA and pursuant to this Agreement and the Plan of Arrangement substantially in the form of Exhibit A hereto (the "Plan of Arrangement"). If the GCo Common Shareholders Alpine shareholders and optionholders approve the Arrangement Arrangement, thereafter Alpine, on a joint basis with Services and all necessary approvals of QCo stockholders have been obtainedWCL, GCo and QCo will take the necessary steps to submit the Arrangement to the Court and apply for a final order of the Court approving the Arrangement in such fashion as the Court may direct (the "Final Order"). In this Agreement and all other agreements referred to herein, references to approval by Alpine Shareholders shall include the approval by the Alpine optionholders as if they had exercised their Alpine Options. At 12:01 a.m. (the "Effective Time") on the date (the "Effective Date") shown on the articles certificate of arrangement filed with issued by the Registrar under the ABCA (which articles of arrangement will not be filed with the Registrar under the ABCA during any 15 business day cure period referred to in Section 6.1(b) or (c) hereof) giving effect to the Arrangement and other transactions set out in Section 2.1 of the Plan of Arrangement, the Arrangement and such other transactions following steps shall occur and shall be deemed to occur in the following order set out therein without any further act or formality.:

Appears in 1 contract

Samples: Combination Agreement (Weatherford International Inc /New/)

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