Common use of Plan of Arrangement Clause in Contracts

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.

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.

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.

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.

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.

Plan of Arrangement. (a) Subject On the terms and subject to Section 2.8the conditions set forth in this Agreement, the Parties agree to implement carry out the Arrangement in accordance with the Plan of Arrangement pursuant to which (among other things), each of the steps, events or transactions set out in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement shall occur and to use commercially reasonable efforts to cause the Closing shall be deemed to occur on sequentially in the order set out therein without any further authorization, act or about November 24formality, 2015 or in each case, unless stated otherwise, effective as soon thereafter as reasonably practicable, and in any event by at five minute intervals starting at the Outside Date.Effective Time: (b) Corporation and SIL agree that as The Plan of Arrangement may be amended in accordance with Section 7.2. As soon as reasonably practicable after the date of this Agreementpracticable, but in any event no later than the earlier of the second Business Day after the last of the conditions set forth in sufficient time to permit Article 5 have been satisfied and by the Meetings Outside Date if the conditions set forth in Article 5 have been satisfied (other than, in each case, those conditions that by their nature are to be conducted in accordance with Section 2.2, they will, pursuant to section 192 satisfied at closing of the CBCAArrangement, and but subject to satisfaction or waiver of those conditions) or, where not prohibited, waived by the applicable Party or Parties in cooperation with whose favour the Purchaser Parties, prepare, file and diligently pursue an application for the Interim Order, which will providecondition is, unless another time or date is agreed to in writing by the Parties otherwise agree(the "Effective Date"), acting reasonably, among other things: (i) for the calling Parties will complete the Arrangement and holding of the Meetings, including confirming Arrangement shall become effective at the record date for determining Effective Time whereupon the classes of Persons to whom notice is to be provided in respect of steps comprising the Plan of Arrangement will be deemed to occur in the order, at the times, and the Meetings and for in the manner in which set forth therein. The closing of the transactions contemplated hereby will take place at the offices of counsel to Company or at such notice is other location as may be agreed upon by the Parties. Without limiting the generality of the foregoing, Company and Purchaser shall execute and deliver such closing documents and instruments and Company shall forthwith on the Effective Date 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(4.1) of the ABCA (c) Notwithstanding any other provision of this Agreement, Purchaser may acquire the Company Shares through a direct or indirectly wholly-owned subsidiary, currently existing or to be provided;organized under Applicable Laws of any jurisdiction in Canada ("AcquisitionCo"). If the Arrangement is undertaken in whole or in part by AcquisitionCo, Purchaser hereby unconditionally and irrevocably guarantees in favour of Company the due and punctual performance by AcquisitionCo of AcquisitionCo's obligations under the Arrangement and this Agreement. Purchaser hereby agrees that Company shall not have to proceed first against AcquisitionCo in respect of any such matter before exercising its rights under this guarantee against Purchaser and agrees to be liable for all guaranteed obligations as if it were the principal obligor of such obligations. (iid) that The Arrangement shall be structured and executed such that, assuming the requisite approval for Court considers the Corporation Arrangement Resolution will be 66 2/3% fairness 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 terms and conditions of Corporation’s the Arrangement and SIL’s Governing Documents, including quorum requirements, shall apply in respect of grants 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 issuance of the Purchaser PartiesShares issuable to Company Shareholders under the Arrangement will not require registration under the U.S. Securities Act, without in reliance upon Section 3(a)(10) thereof. Each Party agrees to act in good faith, consistent with the need for further approval from intent of the Court; and (viii) that, except as required by Law, the record date for the Corporation Shareholders Parties and the SIL Shareholders entitled to receive notice intended treatment of and to vote at the meetings will not change Arrangement as set out in respect of or as a consequence of any adjournment(s) or postponement(s) of meetingsthis Section 2.1(d).