Common use of Plan of Arrangement Clause in Contracts

Plan of Arrangement. (a) Subject to the terms of this Agreement, the Parties agree to carry out the Arrangement in accordance with the terms of the Plan of Arrangement. The Parties agree that after the Agreement Date and prior to the date that the Interim Order is received the Parties, acting reasonably, shall continue to consider any amendments to the Plan of Arrangement proposed by the Other Party. To the extent that the Parties agree on any amendment to the Plan of Arrangement prior to receiving the Interim Order, the Parties shall amend or amend and restate this Arrangement Agreement to provide for such amendments to the Plan of Arrangement. (b) As soon as reasonably practicable after the Agreement Date, but in any event by no later than July 27, 2018, Raging River will apply to the Court, in a manner acceptable to Baytex, acting reasonably, for the Interim Order and thereafter will diligently seek the Interim Order in cooperation with Baytex and, upon receipt thereof, Raging River will promptly carry out the terms of the Interim Order to the extent applicable to it. The Interim Order will provide, among other things: (i) for the calling and holding of the Raging River Meeting, including the record date for determining the Persons to whom notice of the Raging River Meeting is to be provided and for the manner in which such notice is to be provided; (ii) that the requisite approval for the Arrangement Resolution by Raging River Shareholders shall be at least 662/3% of the votes cast on the Arrangement Resolution by Raging River Shareholders present in person or represented by proxy at the Raging River Meeting and, if required by MI 61-101, minority approval after excluding the votes cast in respect of Raging River Shares held by those Persons whose votes are required to be excluded (such approval as described in this Subsection 2.1(b)(ii), the "Raging River Shareholders' Vote"); (iii) for the grant of Dissent Rights as provided for in the Plan of Arrangement and Interim Order; (iv) that the Raging River Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for additional approval of the Court; and (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order. (c) Provided all necessary approvals for the Arrangement Resolution are obtained from the Raging River Shareholders and all necessary approvals for the Share Issuance Resolution are obtained from the Baytex Shareholders, Raging River shall, as soon as reasonably practicable following the Raging River Meeting and the Baytex Meeting but in any event not later than five (5) Business Days after the Arrangement Resolution and Share Issuance Resolution are passed, submit the Arrangement to the Court and apply for the Final Order. (d) As soon as reasonably practicable, but in any event no later than two (2) Business Days following the issuance of the Final Order, and subject to satisfaction or waiver of the conditions set out in Article 5, each of Baytex on the one hand and Raging River on the other hand, shall execute and deliver such closing documents and instruments and forthwith proceed to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(10) of the ABCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out in the Plan of Arrangement without further act or formality.

Plan of Arrangement. (a) Subject to the terms of this Agreement, the The Parties agree to carry out the Arrangement in accordance with the terms Plan of Arrangement, substantially in the form and content of Exhibit B attached hereto, pursuant to which (among other things) Acquiror will acquire all of the Company Shares and the Company Shareholders shall receive, for each Company Share held, the Transaction Consideration. The Parties hereby covenant and agree, if and as required, to amend the Plan of Arrangement, as may be necessary or desirable in order to implement the transactions contemplated hereby. The Parties agree that after No certificates representing fractional shares of Acquiror Common Stock shall be issued under the Agreement Date and prior Arrangement. In lieu of any fractional share of Acquiror Common Stock, each Company Shareholder otherwise entitled to a fractional interest in Acquiror Common Stock shall receive the date that the Interim Order is received the Parties, acting reasonably, shall continue nearest whole number of shares of Acquiror Common Stock (with fractions equal to consider any amendments to the Plan of Arrangement proposed by the Other Party. To the extent that the Parties agree on any amendment to the Plan of Arrangement prior to receiving the Interim Order, the Parties shall amend or amend and restate this Arrangement Agreement to provide for such amendments to the Plan of Arrangementexactly 0.5 being rounded up). (b) As soon as is reasonably practicable after the Agreement Datedate of execution of this Agreement, but in any event by no later than July 27the Company will file, 2018proceed with and diligently prosecute, Raging River will apply to the Courtand Acquiror shall assist with, in a manner an application for an Interim Order on terms and conditions acceptable to BaytexAcquiror, acting reasonably, for the Interim Order and thereafter will diligently seek the Interim Order in cooperation with Baytex and, upon receipt thereof, Raging River will promptly carry out the terms of the Interim Order to the extent applicable to it. The Interim Order will provideproviding for, among other things: (i) for , the calling and holding of the Raging River Meeting, including the record date for determining the Persons to whom notice of the Raging River Company Meeting is to be provided and for the manner in which such notice is to be provided; (ii) that the requisite approval for purpose of considering and approving the Arrangement Resolution at the Company Meeting. The Company shall not file the Interim Order without the prior approval of Acquiror, which shall not be unreasonably withheld or delayed. The Company shall provide Acquiror with reasonable opportunity to review and comment upon drafts of all material to be filed by Raging River Shareholders the Company with the Court, the Registrar, or any securities regulatory authority in connection with the Arrangement (including the Proxy Circular) prior to the service (if applicable) and/or filing of that material and give reasonable consideration to such comments. The Company shall be at least 662/3% name Acquiror as a respondent to the application and the motion for the Interim Order and shall also provide to Acquiror on a timely basis copies of the votes cast any court documents served on the Arrangement Resolution by Raging River Shareholders present in person Company or represented by proxy at the Raging River Meeting and, if required by MI 61-101, minority approval after excluding the votes cast its counsel in respect of Raging River Shares held by those Persons whose votes are required to be excluded (such approval as described in this Subsection 2.1(b)(ii), the "Raging River Shareholders' Vote"); (iii) application for the grant Final Order or any appeal therefrom and of Dissent Rights as provided for in any notice, whether written or oral, received by the Plan of Arrangement and Interim Order; (iv) that the Raging River Meeting may be adjourned or postponed from time Company indicating any intention to time in accordance with the terms of this Agreement without the need for additional approval of the Court; and (v) for the notice requirements with respect to the presentation of the application to the Court for appeal the Final Order. (c) Provided all necessary Subject to obtaining the approvals for as contemplated by the Arrangement Resolution are obtained from Interim Order and as may be directed by the Raging River Shareholders and all necessary approvals for Court in the Share Issuance Resolution are obtained from Interim Order, the Baytex Shareholders, Raging River Company shall, as soon as reasonably practicable following with the Raging River Meeting cooperation and assistance of Acquiror and subject to the Baytex Meeting but in any event not later than five (5) Business Days after the Arrangement Resolution and Share Issuance Resolution are passedterms of this Agreement, take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. (d) As soon as reasonably practicable, but in any event no later than two (2) Business Days following the Upon issuance of the Final Order, Order and subject to satisfaction or waiver of the conditions set out precedent in Article 57, each of Baytex on the one hand and Raging River on the other hand, Parties shall execute and deliver such closing documents and instruments and forthwith proceed on the Effective Date to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(10) Sections 292 and 294, if applicable, of the ABCABCBCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out in the Plan of Arrangement therein without any further act or formality.

Plan of Arrangement. (a) Subject to the terms of this Agreement, the The Parties agree to carry out the Arrangement in accordance with the terms Plan of Arrangement, substantially in the form and content of Exhibit B attached hereto, pursuant to which (among other things) Acquiror through ExchangeCo will acquire all of the Company Shares and the Company Shareholders shall receive, for each Company Share held, the Transaction Consideration. The Parties hereby covenant and agree, if and as required, to amend the Plan of Arrangement. The Parties agree that after , as may be necessary or desirable in order to implement the transactions contemplated in this Agreement Date and prior to in accordance with the date that the Interim Order is received the Parties, acting reasonably, shall continue to consider any amendments to the Plan of Arrangement proposed by the Other Party. To the extent that the Parties agree on any amendment to the Plan of Arrangement prior to receiving the Interim Order, the Parties shall amend or amend and restate terms set forth in this Arrangement Agreement to provide for such amendments to the Plan of ArrangementAgreement. (b) As soon as is reasonably practicable after the Agreement Datedate of execution of this Agreement, but in any event by no later than July 27the Company will file, 2018proceed with and diligently prosecute, Raging River will apply to the Courtand Acquiror shall assist with, in a manner an application for an Interim Order on terms and conditions acceptable to BaytexAcquiror, acting reasonably, for the Interim Order and thereafter will diligently seek the Interim Order in cooperation with Baytex and, upon receipt thereof, Raging River will promptly carry out the terms of the Interim Order to the extent applicable to it. The Interim Order will provideproviding for, among other things: (i) for , the calling and holding of the Raging River Meeting, including the record date for determining the Persons to whom notice of the Raging River Company Meeting is to be provided and for the manner in which such notice is to be provided; (ii) that the requisite approval for purpose of considering and approving the Arrangement Resolution at the Company Meeting. The Company shall provide Acquiror with reasonable opportunity to review and comment upon drafts of all material to be filed by Raging River Shareholders the Company with the Court, the Registrar, or any securities regulatory authority in connection with the Arrangement (including the Company’s Proxy Circular) prior to the service (if applicable) and/or filing of that material and give reasonable consideration to such comments. The Company shall be at least 662/3% name Acquiror as a respondent to the application and the motion for the Interim Order and shall also provide to Acquiror on a timely basis copies of the votes cast any court documents served on the Arrangement Resolution by Raging River Shareholders present in person Company or represented by proxy at the Raging River Meeting and, if required by MI 61-101, minority approval after excluding the votes cast its counsel in respect of Raging River Shares held by those Persons whose votes are required to be excluded (such approval as described in this Subsection 2.1(b)(ii), the "Raging River Shareholders' Vote"); (iii) application for the grant Final Order or any appeal therefrom and of Dissent Rights as provided for in any notice, whether written or oral, received by the Plan of Arrangement and Interim Order; (iv) that the Raging River Meeting may be adjourned or postponed from time Company indicating any intention to time in accordance with the terms of this Agreement without the need for additional approval of the Court; and (v) for the notice requirements with respect to the presentation of the application to the Court for appeal the Final Order. (c) Provided all necessary Subject to obtaining the approvals for as contemplated by the Arrangement Resolution are obtained from Interim Order and as may be directed by the Raging River Shareholders and all necessary approvals for Court in the Share Issuance Resolution are obtained from Interim Order, the Baytex Shareholders, Raging River Company shall, as soon as reasonably practicable following with the Raging River Meeting cooperation and assistance of Acquiror and subject to the Baytex Meeting but in any event not later than five (5) Business Days after the Arrangement Resolution and Share Issuance Resolution are passedterms of this Agreement, take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. (d) As soon as reasonably practicable, but in any event no later than two (2) Business Days following the Upon issuance of the Final Order, Order and subject to satisfaction or waiver of the conditions set out precedent in Article 57, each of Baytex on the one hand Parties shall (and Raging River on the other hand, shall cause their respective Subsidiaries to) execute and deliver such closing documents and instruments and forthwith proceed on the Effective Date to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection subsection 193(10) of the ABCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out in the Plan of Arrangement therein without any further act or formality.

Plan of Arrangement. (a) Subject to the terms of this Agreement, the The Parties agree to carry out the Arrangement pursuant to which (among other things) each GLN Shareholder (other than those GLN Shareholders who have validly exercised Arrangement Dissent Rights) shall receive, for each 1 GLN Share, 0.2601 of an Exito Consolidated Share (the "Exchange Ratio"). For greater certainty, in accordance with the terms of event that the Plan of Arrangement. The Parties agree that after Exito Consolidation Resolution is not approved at the Agreement Date and Exito Meeting or not completed prior to the date Effective Time for any reason, then the Exchange Ratio shall be adjusted such that the Interim Order is received the PartiesGLN Shareholders shall receive, acting reasonablyfor each 1 GLN Share, shall continue to consider any amendments to the Plan 0.5202 of Arrangement proposed by the Other Party. To the extent that the Parties agree on any amendment to the Plan of Arrangement prior to receiving the Interim Order, the Parties shall amend or amend and restate this Arrangement Agreement to provide for such amendments to the Plan of Arrangementan Exito Share. (b) As soon as reasonably practicable after The Arrangement has been and shall continue to be structured and carried out such that the Agreement Date, but in any event by no later than July 27, 2018, Raging River will apply exchange of securities pursuant to the CourtArrangement: (i) will be made in compliance with Applicable Securities Laws; and (ii) assuming the Arrangement Resolution is approved and the Final Order is obtained, will not require registration under the U.S. Securities Act, in a manner acceptable to Baytexreliance on the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act. (c) GLN will file, acting reasonably, proceed with and diligently prosecute an application for the an Interim Order and thereafter will diligently seek the Interim Order in cooperation with Baytex and, upon receipt thereof, Raging River will promptly carry out the terms of the Interim Order to the extent applicable to it. The Interim Order will provideproviding for, among other things: (i) for , the calling and holding of the Raging River Meeting, including the record date for determining the Persons to whom notice of the Raging River GLN Meeting is to be provided and for the manner in which such notice is to be provided; (ii) that the requisite approval for purpose of considering and, if deemed advisable, approving the Arrangement Resolution by Raging River Shareholders shall and related matters to be at least 662/3% of the votes cast on the Arrangement Resolution by Raging River Shareholders present in person or represented by proxy considered at the Raging River Meeting and, if required by MI 61-101, minority approval after excluding the votes cast in respect of Raging River Shares held by those Persons whose votes are required to be excluded (such approval as described in this Subsection 2.1(b)(ii), the "Raging River Shareholders' Vote"); (iii) for the grant of Dissent Rights as provided for in the Plan of Arrangement and Interim Order; (iv) that the Raging River Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for additional approval of the Court; and (v) for the notice requirements with respect to the presentation of the application to the Court for the Final OrderGLN Meeting. (cd) Provided all necessary approvals for the Arrangement Resolution are obtained from the Raging River GLN Shareholders and all necessary approvals for the Share Issuance Resolution Exito Shareholder Resolutions are obtained from the Baytex Exito Shareholders, Raging River Exito shall, as soon as reasonably practicable with the cooperation and assistance of GLN, complete the Exito Continuance and following the Raging River Meeting completion of the Exito Continuance, GLN shall, will the cooperation and the Baytex Meeting but in any event not later than five (5) Business Days after the Arrangement Resolution and Share Issuance Resolution are passedassistance of Exito, submit the Arrangement to the Court and apply for the Final Order. (de) As soon as reasonably practicable, but in any event no later than two (2) Business Days following the Upon issuance of the Final Order, Order and subject to the satisfaction or waiver of the conditions set out precedent in Article 58, each of Baytex on the one hand and Raging River on the other hand, GLN shall execute and deliver such closing documents and instruments and forthwith proceed at the Effective Time to file with the Articles of ArrangementRegistrar, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(10) of the ABCAArrangement, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out in the Plan of Arrangement therein without any further act or formality. (f) The Parties shall use their commercially reasonable efforts to cause the Effective Date to occur on or about December 15, 2016 or as soon thereafter as reasonably practicable and in any event by the Outside Date.

Plan of Arrangement. (a) Subject to the terms of this Agreement, the The Parties agree to carry out the Arrangement pursuant to which (among other things) each Crew Shareholder (other than those Crew Shareholders who have validly exercised Dissent Rights) shall receive, for each one (1) Crew Common Share (including, for greater certainty, Crew Common Shares issued pursuant to Section 2.6) a Purchaser Share in an amount equal to the Share Exchange Ratio. (b) The Arrangement has been and shall continue to be structured such that on the Effective Date the issuance of the Purchaser Shares issuable to the Crew Shareholders under the Arrangement (i) will be made in compliance with Applicable Canadian Securities Laws; and (ii) assuming the Arrangement Resolution is approved and the Final Order is obtained, will not require registration under the U.S. Securities Act, in reliance on the Section 3(a)(10) Exemption and under applicable state securities laws in reliance upon exemptions under applicable state securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.1(b). (c) The Plan of Arrangement may be amended in accordance with Section 7.2. On the terms of Closing Date, unless another time or date is agreed to in writing by the Parties, the Parties will complete the Arrangement (the "Effective Date") and the Arrangement shall become effective at the Effective Time whereupon the steps comprising the Plan of ArrangementArrangement will be deemed to occur in the order, at the times, and in the manner set forth therein. The Parties agree that after closing of the Agreement Date and prior to the date that the Interim Order is received transactions contemplated hereby will take place electronically or in such manner or at such location as may be agreed upon by the Parties, acting reasonably, shall continue to consider any amendments to the Plan of Arrangement proposed by the Other Party. To the extent that the Parties agree on any amendment to the Plan of Arrangement prior to receiving the Interim Order, the Parties shall amend or amend and restate this Arrangement Agreement to provide for such amendments to the Plan of Arrangement. (b) As soon as reasonably practicable after the Agreement Date, but in any event by no later than July 27, 2018, Raging River will apply to the Court, in a manner acceptable to Baytex, acting reasonably, for the Interim Order and thereafter will diligently seek the Interim Order in cooperation with Baytex and, upon receipt thereof, Raging River will promptly carry out the terms of the Interim Order to the extent applicable to it. The Interim Order will provide, among other things: (i) for the calling and holding of the Raging River Meeting, including the record date for determining the Persons to whom notice of the Raging River Meeting is to be provided and for the manner in which such notice is to be provided; (ii) that the requisite approval for the Arrangement Resolution by Raging River Shareholders shall be at least 662/3% of the votes cast on the Arrangement Resolution by Raging River Shareholders present in person or represented by proxy at the Raging River Meeting and, if required by MI 61-101, minority approval after excluding the votes cast in respect of Raging River Shares held by those Persons whose votes are required to be excluded (such approval as described in this Subsection 2.1(b)(ii), the "Raging River Shareholders' Vote"); (iii) for the grant of Dissent Rights as provided for in the Plan of Arrangement and Interim Order; (iv) that the Raging River Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for additional approval of the Court; and (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order. (c) Provided all necessary approvals for the Arrangement Resolution are obtained from the Raging River Shareholders and all necessary approvals for the Share Issuance Resolution are obtained from the Baytex Shareholders, Raging River shall, as soon as reasonably practicable following the Raging River Meeting and the Baytex Meeting but in any event not later than five (5) Business Days after the Arrangement Resolution and Share Issuance Resolution are passed, submit the Arrangement to the Court and apply for the Final Order. (d) As The Parties shall use their commercially reasonable efforts to cause the Effective Date to occur on or about October 1, 2024 or as soon thereafter as reasonably practicable, but practicable and in any event no later than two (2) Business Days following by the issuance of the Final Order, and subject to satisfaction or waiver of the conditions set out in Article 5, each of Baytex on the one hand and Raging River on the other hand, shall execute and deliver such closing documents and instruments and forthwith proceed to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(10) of the ABCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out in the Plan of Arrangement without further act or formalityOutside Date.

Plan of Arrangement. (a) Subject to the terms of this AgreementThe Parties will forthwith jointly file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the Parties agree to carry out calling and holding of the VEGN Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement in accordance with the terms of the Plan of Arrangement. The Parties agree that after the Agreement Date Resolution and prior to the date that the Interim Order is received the Parties, acting reasonably, shall continue to consider any amendments to the Plan of Arrangement proposed by the Other Party. To the extent that the Parties agree on any amendment to the Plan of Arrangement prior to receiving the Interim Order, the Parties shall amend or amend and restate this Arrangement Agreement to provide for such amendments to the Plan of Arrangement. (b) As soon as reasonably practicable after the Agreement Date, but in any event by no later than July 27, 2018, Raging River will apply to the Court, in a manner acceptable to Baytex, acting reasonably, for the Interim Order and thereafter will diligently seek the Interim Order in cooperation with Baytex and, upon receipt thereof, Raging River the Parties will promptly forthwith carry out the terms of the Interim Order to the extent applicable to it. The Interim Order will provide, among other things: (i) for the calling and holding of the Raging River Meeting, including the record date for determining the Persons to whom notice of the Raging River Meeting is to be provided and for the manner in which such notice is to be provided; (ii) that the requisite approval for the Arrangement Resolution by Raging River Shareholders shall be at least 662/3% of the votes cast on the Arrangement Resolution by Raging River Shareholders present in person or represented by proxy at the Raging River Meeting and, if required by MI 61-101, minority approval after excluding the votes cast in respect of Raging River Shares held by those Persons whose votes are required to be excluded (such approval as described in this Subsection 2.1(b)(ii), the "Raging River Shareholders' Vote"); (iii) for the grant of Dissent Rights as provided for in the Plan of Arrangement and Interim Order; (iv) that the Raging River Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for additional approval of the Court; and (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order. (c) Provided all necessary approvals for the Arrangement Resolution are obtained from the Raging River Shareholders and all necessary approvals for the Share Issuance Resolution are obtained from the Baytex VEGN Shareholders, Raging River shall, as soon as reasonably practicable following the Raging River Meeting and the Baytex Meeting but in any event not later than five (5) Business Days after the Arrangement Resolution and Share Issuance Resolution are passed, Parties shall jointly submit the Arrangement to the Court and apply for the Final Order. (d) As soon as reasonably practicable, but in any event no later than two (2) Business Days following the . Upon issuance of the Final Order, Order and subject to satisfaction or waiver of the conditions set out precedent in Article 5, each of Baytex on the one hand and Raging River on the other hand, Plant&Co shall execute and deliver such closing documents and instruments and forthwith proceed to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(10) of the ABCAArrangement Provisions, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any act or formality. The Parties acknowledge that Plant&Co will not seek approval for the Arrangement from its existing convertible securityholders at the VEGN Meeting. As a result, the rights of the convertible securityholders of Plant&Co in effect as at the Record Date (the “Eligible Convertible Securities”) will not be varied by the Plan of Arrangement and will continue to exist and be governed by their existing terms, which include Plant&Co’s incentive stock option plan, a warrant indenture and certain outstanding warrant certificates. Spinco acknowledges that the convertible security holders of Plant&Co as at the Record Date may have rights to receive Spinco Shares upon the due exercise of their Eligible Convertible Securities pursuant to the terms of their governing documents. Spinco acknowledges and agrees that it will grant the equivalent number of Spinco Share upon the due exercise of the Eligible Convertible Securities by the holders thereof, being the number of VEGN Shares issued multiplied by the Conversion Factor without further act any payment from such holder or formalityfrom VEGN, and will otherwise undertake all such actions as are required by Spinco to ensure compliance by Plant&Co with the terms of the Eligible Convertible Securities.