Plan of Arrangement. (a) Subject to Section 2.8, the Parties agree to implement the Plan of Arrangement in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement and to use commercially reasonable efforts to cause the Closing to occur on or about November 24, 2015 or as soon thereafter as reasonably practicable, and in any event by the Outside Date. (b) Corporation and SIL agree that as soon as reasonably practicable after the date of this Agreement, but in any event in sufficient time to permit the Meetings to be conducted in accordance with Section 2.2, they will, pursuant to section 192 of the CBCA, and in cooperation with the Purchaser Parties, prepare, file and diligently pursue an application for the Interim Order, which will provide, unless the Parties otherwise agree, acting reasonably, among other things: (i) for the calling and holding of the Meetings, including confirming the record date for determining the classes of Persons to whom notice is to be provided in respect of the Plan of Arrangement and the Meetings and for the manner in which such notice is to be provided; (ii) that the requisite approval for the Corporation Arrangement Resolution will be 66 2/3% of the votes cast on the Corporation Arrangement Resolution by the Corporation Securityholders present in person or represented by proxy at the Corporation Meeting, voting together as a single class; (iii) that the requisite approval for the SIL Arrangement Resolution will be 66 2/3% of the votes cast on the SIL Arrangement Resolution by the SIL Shareholders present in person or represented by proxy at the SIL Meeting, voting together as a single class; (iv) that, in all other respects, the terms, restrictions and conditions of Corporation’s and SIL’s Governing Documents, including quorum requirements, shall apply in respect of the Meetings; (v) for the grant of the Dissent Rights in the manner contemplated in the Plan of Arrangement; (vi) for the notice requirements with respect to the presentation of the application to the Court for a Final Order; (vii) that the Meetings may be adjourned or postponed from time to time by Corporation or SIL, as applicable, with the consent of the Purchaser Parties, without the need for further approval from the Court; and (viii) that, except as required by Law, the record date for the Corporation Shareholders and the SIL Shareholders entitled to receive notice of and to vote at the meetings will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of meetings.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Vasco Data Security International Inc)
Plan of Arrangement. (a) Subject to Section 2.8, the Parties agree to implement the Plan of Arrangement in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement and to use commercially reasonable efforts to cause the Closing to occur on or about November 24, 2015 or As promptly as soon thereafter as reasonably practicable, and in any event by the Outside Date.
(b) Corporation and SIL agree that as soon as reasonably practicable after the date of this Agreementpreliminary Joint Proxy Statement (as hereinafter defined) is cleared by the SEC, but in any event in sufficient time MVG shall apply to permit the Meetings to be conducted in accordance with Section 2.2, they will, Court pursuant to section 192 Section 182 of the CBCAOBCA for an interim order of the Court containing declarations and directions with respect to the Arrangement (as hereinafter defined), in form and in cooperation with substance reasonably satisfactory to Solitario and MVG (such order as it may be affirmed, amended or modified by the Purchaser PartiesCourt, prepare, file and diligently pursue an application for the "Interim Order, which will provide, unless the Parties otherwise agree, acting reasonably") providing for, among other things:
(ia) for the calling and holding class of the Meetings, including confirming the record date for determining the classes of Persons persons to whom notice is to be provided in respect of the Plan of Arrangement and the Meetings MVG Shareholders Meeting and for the manner in which such notice is to be provided;
(iib) that the requisite approval for the Corporation MVG Arrangement Resolution will shall be 66 2/3% of the votes cast on the Corporation Arrangement Resolution by the Corporation Securityholders MVG Shareholders present in person or represented by proxy at the Corporation Meeting, MVG Shareholders Meeting and voting together as a single class;
(iii) that the requisite approval for the SIL Arrangement Resolution will be 66 2/3% of the votes cast on the SIL Arrangement Resolution by the SIL Shareholders present in person or represented by proxy at the SIL Meeting, voting together as a single class;
(ivc) that, in all other respects, the terms, conditions and restrictions of the articles and conditions by-laws of Corporation’s and SIL’s Governing DocumentsMVG, including the quorum requirementsrequirement and other matters, shall apply in respect of the MeetingsMVG Shareholders Meeting;
(vd) for the grant of the Dissent Rights in the manner as contemplated in the Plan of ArrangementArrangement ;
(vie) for the notice requirements with respect to the presentation of the application to the Court for a the Final Order;
(viif) that the Meetings MVG Shareholders Meeting may be adjourned or postponed from time to time by Corporation or SIL, as applicable, with MVG subject to the consent terms of the Purchaser Parties, this Agreement without the need for further additional approval from of the Court; and
(viiig) that, except as required by Law, that the record date for the Corporation Shareholders and the SIL MVG Shareholders entitled to receive notice of and to vote at the meetings MVG Shareholders Meeting will not change in respect of or as a consequence of any adjournment(s) of the MVG Shareholders Meeting. If the Interim Order is obtained and the MVG Arrangement Resolution is passed at the MVG Shareholders Meeting by the MVG Shareholders and the Solitario Resolution is passed at the Solitario Stockholders Meeting by the Solitario Stockholders, MVG 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 Section 182 of the OBCA, (such order as it may be affirmed, amended or postponement(smodified by the Court, the "Final Order"). Upon issuance of the Final Order and subject to satisfaction or waiver (in respect of those conditions that can be waived) of meetings.the conditions precedent in Article 5, Solitario and MVG shall execute and deliver such closing documents and instruments and forthwith proceed to file the Articles of Arrangement and such other documents as may be required to give effect to the Arrangement with the Director pursuant to Section 183 of the OBCA, whereupon the transactions comprising the Arrangement shall occur (the time of such filing shall be deemed to be the Effective Time) and shall be deemed to have occurred in the order set out therein without any further act or formality. <PAGE>
Appears in 1 contract
Samples: Arrangement Agreement (Solitario Exploration & Royalty Corp.)
Plan of Arrangement. (a) Subject to Section 2.8the terms of this Agreement, the Parties agree to implement carry out the Plan of Arrangement in accordance with and subject to the terms and conditions contained in this Agreement and of the Plan of Arrangement and to use commercially reasonable efforts to cause the Closing to occur on or about November 24, 2015 or as soon thereafter as reasonably practicable, and in any event by the Outside DateArrangement.
(b) Corporation and SIL agree that By no later than 10 days after the date hereof, or as soon as reasonably practicable after thereafter, Pure will apply to the date of this AgreementCourt, but in any event in sufficient time a manner acceptable to permit the Meetings to be conducted in accordance with Section 2.2Purchaser, they willacting reasonably, pursuant to section 192 of the CBCA, and in cooperation with the Purchaser Parties, prepare, file and diligently pursue an application for the Interim OrderOrder and thereafter will diligently seek the Interim Order and, which upon receipt thereof, Pure will promptly carry out the terms of the Interim Order to the extent applicable to it. The Interim Order will provide, unless the Parties otherwise agree, acting reasonably, among other things:
(i) for the calling and holding of the MeetingsPure Meeting, including confirming the record date for determining the classes of Persons to whom notice of the Pure Meeting is to be provided in respect of the Plan of Arrangement and the Meetings and for the manner in which such notice is to be provided;
(ii) that that, subject to the approval of the Court and Section 2.5, the requisite approval for the Corporation Arrangement Resolution will by Pure Shareholders and Pure Optionholders shall be Pure Shareholders and Pure Optionholders, voting together as a single class, holding in aggregate not less than 66 2/3% of the votes cast on the Corporation Arrangement Resolution by the Corporation Securityholders Pure Shareholders and Pure Optionholders, present in person or represented by proxy at the Corporation MeetingPure Meeting and, voting together if required by MI 61-101, a majority of the votes cast by Pure Shareholders after excluding the votes cast in respect of Shares or Options, as a single classapplicable, held by Persons whose votes may not be included in determining if such minority approval is obtained in accordance with MI 61-101;
(iii) that the requisite approval for the SIL grant of Dissent Rights as provided for in the Plan of Arrangement Resolution will be 66 2/3% of the votes cast on the SIL Arrangement Resolution by the SIL Shareholders present in person or represented by proxy at the SIL Meeting, voting together as a single classand Interim Order;
(iv) that, in all other respects, the terms, restrictions and conditions of Corporation’s and SIL’s Governing Documents, including quorum requirements, shall apply in respect of the Meetings;
(v) for the grant of the Dissent Rights in the manner contemplated in the Plan of Arrangement;
(vi) for the notice requirements with respect to the presentation of the application to the Court for a the Final Order;; and
(viiv) that the Meetings Pure Meeting may be adjourned or postponed from time to time by Corporation or SIL, as applicable, Pure with the consent of the Purchaser Parties, without the need for further approval from the Court; and.
(viiic) thatProvided the Pure Shareholder Approval and all such other approvals as may be required under the Interim Order are obtained not later than three Business Days prior to the Outside Date, except subject to the terms of this Agreement, Pure shall, as required by Lawsoon as reasonably practicable following the Pure Meeting, submit the record date Arrangement to the Court and apply for the Corporation Shareholders Final Order.
(d) Pure will ensure that all material filed with the Court in connection with the Arrangement is consistent with the terms of this Agreement and the SIL Shareholders entitled to receive notice Plan of and to vote at the meetings will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of meetingsArrangement.
Appears in 1 contract
Samples: Arrangement Agreement (Xylem Inc.)
Plan of Arrangement. (a) Subject to Section 2.8the terms of this Agreement, the Parties agree to implement carry out the Plan of Arrangement in accordance with and subject to the terms and conditions contained in this Agreement and of the Plan of Arrangement and to use commercially reasonable efforts to cause the Closing to occur on or about November 24, 2015 or as soon thereafter as reasonably practicable, and in any event by the Outside DateArrangement.
(b) Corporation and SIL agree that By no later than November 15, 2019, or as soon as reasonably practicable after thereafter, Pengrowth will apply to the date of this AgreementCourt, but in any event in sufficient time a manner acceptable to permit the Meetings to be conducted in accordance with Section 2.2Cona, they willacting reasonably, pursuant to section 192 of the CBCA, and in cooperation with the Purchaser Parties, prepare, file and diligently pursue an application for the Interim OrderOrder and thereafter will diligently seek the Interim Order and, which upon receipt thereof, Pengrowth will promptly carry out the terms of the Interim Order to the extent applicable to it. The Interim Order will provide, unless the Parties otherwise agree, acting reasonably, among other things:
(i) for the calling and holding of the Meetings, including confirming the record date for determining the classes of Persons to whom notice of the Meetings is to be provided in respect of the Plan of Arrangement and the Meetings and for the manner in which such notice is to be provided;
(ii) that that, subject to the approval of the Court, the requisite approval for the Corporation Arrangement Resolution will be 66 2/3% by Shareholders holding in aggregate not less than 66⅔% of the votes cast on the Corporation Arrangement Resolution by the Corporation Securityholders Shareholders, present in person or represented by proxy at the Corporation MeetingMeeting of Shareholders and, voting together if required by MI 61-101, majority approval after excluding the votes cast in respect of Shares, as a single classapplicable, held by Persons whose votes may not be included in determining if such minority approval is obtained in accordance with MI 61-101;
(iii) that that, subject to the approval of the Court, the requisite approval for the SIL Arrangement Resolution will be 66 2/3% of the votes cast on the SIL Arrangement Resolution by Secured Debtholders shall be a majority of Secured Debtholders in number holding in the SIL Shareholders aggregate not less than 66⅔% of the Secured Indebtedness present in person or represented by proxy at the SIL MeetingMeeting of Secured Debtholders, voting together as a single class;
(iv) that, in all other respects, the terms, restrictions and conditions of Corporation’s and SIL’s Governing Documents, including quorum requirements, shall apply in respect of the Meetings;
(v) for the grant of the Dissent Rights in the manner contemplated as provided for in the Plan of Arrangement;
(viv) for the notice requirements with respect to the presentation of the application to the Court for a the Final Order;; and
(viivi) that the Meetings may be adjourned or postponed from time to time by Corporation or SIL, as applicable, Pengrowth with the consent of the Purchaser Parties, Cona without the need for further approval from the Court; and.
(viiic) thatProvided the Shareholder Approval, except Secured Debtholder Approval and all such other approvals as may be required by Lawunder the Interim Order are obtained not later than two Business Days prior to the Outside Date, Pengrowth shall, as soon as reasonably practicable following the record date Meetings, submit the Arrangement to the Court and apply for the Corporation Shareholders Final Order.
(d) Pengrowth will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the SIL Shareholders entitled to receive notice Plan of Arrangement and to vote at the meetings will not change object to legal counsel to Cona making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are in respect all material respects consistent with the terms of or as a consequence this Agreement and the Plan of any adjournment(s) or postponement(s) of meetingsArrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Plan of Arrangement. (a) Subject to Section 2.8the terms of this Agreement, the Parties agree to implement carry out the Plan of Arrangement in accordance with and subject to the terms and conditions contained in this Agreement and of the Plan of Arrangement and to use commercially reasonable efforts to cause the Closing to occur on or about November 24, 2015 or as soon thereafter as reasonably practicable, and in any event by the Outside DateArrangement.
(b) Corporation By no later than December 20, 2013 or such earlier date as is agreed to by Bellatrix and SIL agree that as soon as reasonably practicable after Angle, Angle will apply to the date of this AgreementCourt, but in any event in sufficient time a manner acceptable to permit the Meetings to be conducted in accordance with Section 2.2Bellatrix, they willacting reasonably, pursuant to section 192 of the CBCA, and in cooperation with the Purchaser Parties, prepare, file and diligently pursue an application for the Interim OrderOrder and thereafter will diligently seek the Interim Order and, which upon receipt thereof, Angle will promptly carry out the terms of the Interim Order to the extent applicable to it. The Interim Order will provide, unless the Parties otherwise agree, acting reasonably, among other things:
(i) for the calling and holding of the MeetingsAngle Meeting, including confirming the record date for determining the classes of Persons to whom notice of the Angle Meeting is to be provided in respect of the Plan of Arrangement and the Meetings and for the manner in which such notice is to be provided;
(ii) that that, subject to the approval of the Court, the requisite approval for the Corporation Arrangement Resolution will by Angle Shareholders shall be 66 2/3at least 662/3% of the votes cast on the Corporation Arrangement Resolution by the Corporation Securityholders present in person or represented by proxy at the Corporation Meeting, voting together as a single class;
(iii) that the requisite approval for the SIL Arrangement Resolution will be 66 2/3% of the votes cast on the SIL Arrangement Resolution by the SIL Angle Shareholders present in person or represented by proxy at the SIL MeetingAngle Meeting by Angle Shareholders and, voting together as a single classif required by MI 61-101, minority approval after excluding the votes cast in respect of Angle Shares held by certain directors and officers of Angle (such approval described in this Subsection 2.1(b)(ii), the "Angle Shareholders' Vote");
(iii) that, subject to the approval of the Court, the requisite approval for the Arrangement Resolution shall be by Angle Debentureholders holding at least 662/3% of the aggregate principal amount of Angle Debentures outstanding present in person or represented by proxy at the Angle Meeting by Angle Debentureholders and, if required by MI 61-101, minority approval after excluding the votes cast in respect of Angle Debentures held by certain directors and officers of Angle (such approval described in this Section 2.1(b)(iii), the ("Angle Debentureholders' Vote");
(iv) that, in all other respects, the terms, restrictions and conditions of Corporation’s and SIL’s Governing Documents, including quorum requirements, shall apply in respect of the Meetings;
(v) for the grant of the Dissent Rights in the manner contemplated as provided for in the Plan of Arrangement;Arrangement and Interim Order; and
(viv) for the notice requirements with respect to the presentation of the application to the Court for a the Final Order;.
(viic) that Provided all necessary approvals for the Meetings may be adjourned or postponed from time to time by Corporation or SIL, as applicable, with the consent of the Purchaser Parties, without the need for further approval applicable Arrangement Resolution are obtained from the Court; and
(viii) that, except as required by Law, the record date for the Corporation Angle Shareholders and the SIL Shareholders entitled Bellatrix Shareholders, Angle shall, as soon as reasonably practicable following the Angle Meeting and the Bellatrix Meeting, submit the Arrangement to receive notice 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 vote at satisfaction or waiver of the meetings will not change conditions set out in respect Article 5, each of or Bellatrix on the one hand and Angle 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 a consequence of any adjournment(s) or postponement(smay be required to give effect to the Arrangement with the Registrar pursuant to Subsection 193(10) of meetingsthe 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.
Appears in 1 contract
Plan of Arrangement. (a) Subject to Section 2.8, The Mohawk Parties and the Invesque Parties agree to implement the Plan of Arrangement in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement and to use commercially reasonable efforts to cause the Closing to occur on or about November 24, 2015 or as soon thereafter as reasonably practicable, and in any event by the Outside Date.Arrangement;
(b) Corporation and SIL The Mohawk Parties agree that that, as soon as reasonably practicable after the date of this Agreement, but they will prepare, file and apply for, in any event in sufficient time a manner reasonably acceptable to permit the Meetings to be conducted in accordance with Section 2.2, they will, pursuant to section 192 of the CBCA, Invesque Parties and in cooperation with the Purchaser Invesque Parties, prepare, file and diligently pursue an application for the Interim OrderOrder and thereafter will diligently seek the Interim Order and will use reasonable commercial efforts to obtain the Interim Order on or before April 4, which 2018, and, upon receipt thereof, the Mohawk Parties will promptly carry out the terms of the Interim Order to the extent applicable to it. The Interim Order will provide, unless the Parties otherwise agree, acting reasonably, among other things:
(i) for the calling and holding of the Meetings, including confirming the record date for determining the classes of Persons to whom notice of the Meetings is to be provided in respect of the Plan of Arrangement and the Meetings and for the manner in which such notice is to be provided;
(ii) that each Partnership Unitholder shall be entitled to vote with respect to the requisite approval Partnership Arrangement Resolution, with each Partnership Unitholder being entitled to one (1) vote for the Corporation Arrangement Resolution will be 66 2/3% of the votes cast on the Corporation Arrangement Resolution by the Corporation Securityholders present in person each A1 Unit or represented by proxy at the Corporation MeetingA2 Unit held, as applicable, voting together as a single classclass (including, for greater certainty, Class A REIT Unitholders exercising their voting rights in the Partnership through the Trustees);
(iii) that each REIT Unitholder shall be entitled to vote with respect to the requisite approval for the SIL REIT Arrangement Resolution will be 66 2/3% of the votes cast on the SIL Arrangement Resolution by the SIL Shareholders present in person or represented by proxy at the SIL MeetingResolution, with each REIT Unitholder being entitled to one (1) vote per REIT Unit held, voting together as a single class;
(iv) that, in all other respectssubject to the approval of the Court, the terms, restrictions and conditions of Corporation’s and SIL’s Governing Documents, including quorum requirements, requisite approval for the Partnership Arrangement Resolution shall apply in respect be two-thirds of the Meetingsvotes cast on the Partnership Arrangement Resolution by the Partnership Unitholders present in person or represented by proxy at the Partnership Meeting and the requisite approval for the REIT Arrangement Resolution shall be two- thirds of the votes cast by the REIT Unitholders present or in person or by proxy at the REIT Meeting (collectively, the “Required Vote”);
(v) for the grant of the Dissent Rights in the manner contemplated in the Plan of ArrangementRights;
(vi) for the notice requirements with respect to the presentation of the application to the Court for a Final Order;
(vii) that the record date for REIT Unitholders and Partnership Unitholders entitled to notice of and to vote at the Meetings will not change in respect of any adjournment(s) or postponement(s) of the Meetings;
(viii) that, in all other respects, other than as ordered by the Court or as contemplated herein, the terms, conditions and restrictions of the Declaration of Trust, including quorum requirements and other matters shall apply in respect of the REIT Meeting;
(ix) that, in all other respects, other than as ordered by the Court or as contemplated herein, the terms, conditions and restrictions of the, Limited Partnership Agreement, including quorum requirements and other matters shall apply in respect of the Partnership Meeting;
(x) that the Meetings may be adjourned or postponed from time to time by Corporation or SIL, as applicable, the Mohawk Parties in accordance with the consent terms of the Purchaser Parties, this Agreement without the need for further approval from the Court; and
(viiixi) for such other matters as the Invesque Parties may reasonably require, subject to obtaining the prior consent of the REIT, such consent not to be unreasonably withheld, conditioned or delayed.
(c) If the Interim Order is obtained and the Arrangement Resolutions are obtained from the REIT Unitholders and the Partnership Unitholders, the Mohawk Parties shall, as soon as practicable following the Meetings, submit the Plan of Arrangement to the Court and apply for and diligently pursue the Final Order.
(d) On the third (3rd) Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in favour of whom the condition has been granted, of the conditions (excluding conditions that, except as required by Lawtheir terms, cannot be satisfied until the Effective Time, but subject to the satisfaction or, where not prohibited, the record waiver by the applicable Party or Parties in favour of whom the condition has been granted, of those conditions as of the Effective Time) set forth in Article 8, unless another time or date for the Corporation Shareholders is agreed to in writing by Mohawk Parties and the SIL Shareholders entitled Invesque Parties, the Mohawk Parties shall proceed to receive notice file the Articles of Arrangement, the Final Order and such other documents as may be required to vote at give effect to the meetings will not change in respect of or as a consequence of any adjournment(s) or postponement(sArrangement with the Registrar pursuant to Subsection 193(1) of meetingsthe ABCA, whereupon the transactions contemplating 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.
Appears in 1 contract
Samples: Arrangement Agreement
Plan of Arrangement. (a) Subject to Section 2.8, the Parties The parties agree to implement carry out the Plan of Arrangement in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement and to use their commercially reasonable efforts to cause the Closing to occur on or about November 24February 28, 2015 2013 or as soon thereafter as reasonably practicable, and in any event by the Outside Date.;
(b) Corporation and SIL agree The Company agrees that as soon as reasonably practicable after the date of this Agreement, but in any event prior to January 21, 2013, it will, in sufficient time a manner reasonably acceptable to permit the Meetings to be conducted in accordance with Section 2.2, they willBuyer and the Parent, pursuant to section Section 192 of the CBCACBCA and, and in cooperation with the Purchaser PartiesBuyer, prepare, file and diligently pursue an application for the Interim Order, which will provide, unless the Parties otherwise agree, acting reasonably, among other things:
(i) for the calling and holding of the MeetingsCompany Shareholder Meeting, including confirming the record date for determining the classes of Persons to whom notice is to be provided in respect of the Plan of Arrangement and the Meetings Company Shareholder Meeting and for the manner in which such notice is to be provided;
(ii) that that, subject to the approval of the Court, the requisite approval for the Corporation Arrangement Resolution by the Company Shareholders will be 66 2/3% or more of the votes cast on the Corporation Arrangement Resolution by the Corporation Securityholders Company Shareholders present in person or represented by proxy at the Corporation Company Shareholder Meeting, voting together as a single class;
(iii) that the requisite approval for the SIL Arrangement Resolution will be 66 2/3% of the votes cast on the SIL Arrangement Resolution by the SIL Shareholders present in person or represented by proxy at the SIL Meeting, voting together as a single class;
(iv) that, in all other respects, the terms, restrictions and conditions of Corporation’s and SIL’s Governing Documents, including quorum requirements, shall apply in respect of the Meetings;
(v) for the grant of the Dissent Rights in the manner contemplated in the Plan of ArrangementArrangement and the Interim Order;
(viiv) for the notice requirements with respect to the presentation of the application to the Court for a Final Order;; and
(viiv) that the Meetings Company Shareholder Meeting may be adjourned or postponed from time to time by Corporation or SIL, as applicable, the Company with the consent of the Purchaser Parties, and the Buyer without the need for further approval from the Court; and.
(viiic) thatThe Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue and application for the Final Order pursuant to Section 192 of the CBCA as soon as reasonably practicable, except but in any event not later than three (3) Business Days after the Arrangement Resolution is approved at the Company Shareholders Meeting as required by Lawprovided for in the Interim Order.
(d) On the Closing Date, the record date for Articles of Arrangement (“Articles of Arrangement”), the Corporation Shareholders Final Order and such other documents as may be required to give effect to the SIL Shareholders entitled to receive notice Arrangement will be filed with the Director who will then issue the Certificate of Arrangement. The Certificate of Arrangement will be conclusive evidence that the Arrangement has become effective on, and to vote at be binding on and after, the meetings will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of meetingsEffective Time.
Appears in 1 contract
