Common use of Plan of Arrangement Clause in Contracts

Plan of Arrangement. Subject to the terms and conditions of this Agreement and the Plan of Arrangement, substantially in the form attached hereto as Exhibit A (the "Plan of Arrangement"), at the Effective Time (as defined herein) (i) each outstanding Newcourt Common Share of which the holder is an Eligible Electing Holder (as defined in Section 2.1 hereof) for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares of Class A Common Stock, par value $0.01 per share (the "CIT Common Stock"), of CIT equal to the Exchange Ratio (as defined in Section 2.1 hereof), (ii) each Newcourt Common Share of which the holder is an Eligible Electing Holder for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares in the class of non-voting exchangeable shares in the capital of Exchangeco (each, an "Exchangeable Share") equal to the Exchange Ratio, (iii) each Newcourt Common Share held by any holder who is not an Eligible Electing Holder or who is an Eligible Electing Holder but who has not made a valid election as described above (other than (x) Newcourt Common Shares held by a Dissenting Shareholder who is ultimately entitled to be paid the fair value of the Newcourt Common Shares held by such shareholder and (y) Newcourt Common Shares held by CIT or any Subsidiary or affiliate thereof) shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid and non-assessable shares of CIT Common Stock equal to the Exchange Ratio, (iv) each Newcourt Option shall be exchanged for a Replacement Option to purchase shares of CIT Common Stock as contemplated by Section 1.6 and (v) the other terms set forth in the Plan of Arrangement shall be implemented. The Plan of Arrangement provides for the terms of the Arrangement and the mode of carrying the Arrangement into effect. Such terms and conditions are incorporated by reference herein and made a part hereof.

Plan of Arrangement. Subject to the terms and conditions of this Agreement and the Plan of Arrangement, substantially in the form attached hereto as Exhibit A D (the "Plan of Arrangement"), at the Effective Time (as defined herein) (i) each outstanding common share or special share in the capital of Newcourt (each, a "Newcourt Common Share of which the holder is an Eligible Electing Holder (as defined in Section 2.1 hereofShare") for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco Newco in exchange for 0.92 of a number of fully paid and non-assessable shares share of Class A Common Stock, par value $0.01 per share (the "CIT Common Stock"), of CIT equal to the Exchange Ratio (as defined in Section 2.1 hereof)CIT, (ii) each Newcourt Common Share of which the holder is an Eligible Electing Holder for which the holder thereof shall have made a valid election shall be transferred exchanged by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for 0.92 of a number of fully paid and non-assessable shares share in the class of non-voting exchangeable shares in the capital of Exchangeco Newcourt (each, an "Exchangeable Share") equal to the Exchange Ratio), (iii) each Newcourt Common Share held by any holder who is not an Eligible Electing Holder or who is an Eligible Electing Holder but who has not made a for which no valid election as described above shall have been made (other than (x) Newcourt Common Shares held by a Dissenting Shareholder who is ultimately entitled to be paid the fair value of the Newcourt Common Shares held by such shareholder and (y) Newcourt Common Shares held by CIT or any Subsidiary or affiliate thereof) shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco Newco in exchange for 0.92 of a number of fully paid and non-assessable shares share of CIT Common Stock equal to the Exchange RatioStock, (iv) each Newcourt Option shall be exchanged for a Replacement Option to purchase shares of CIT Common Stock as contemplated by Section 1.6 and (v) the other terms set forth in the Plan of Arrangement shall be implemented. Such ratio of Newcourt Common Shares to CIT Common Stock or Exchangeable Shares, as the case may be, is hereinafter referred to as the "Exchange Ratio." The Plan of Arrangement provides for the terms of the Arrangement and the mode of carrying the Arrangement into effect. Such terms and conditions are incorporated by reference herein and made a part hereof.

Plan of Arrangement. Subject As promptly as practicable, Dreco will apply to the terms Court pursuant to Part 15 of the Business Corporations Act (Alberta) (the "ABCA") for an interim order in form and conditions substance reasonably satisfactory to NOI (the "Interim Order") providing for, among other things, the calling and holding of the Dreco Shareholders Meeting (as hereinafter defined) for the purpose of considering and, if deemed advisable, approving the arrangement (the "Arrangement") under Part 15 of the ABCA and pursuant to this Agreement and the Plan of Arrangement, Arrangement substantially in the form attached hereto as of Exhibit A (the "Plan of Arrangement"). If the Dreco shareholders approve the Arrangement, at thereafter Dreco 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 Time") on the date (as defined hereinthe "Effective Date") (i) each outstanding Newcourt Common Share shown on the certificate of which arrangement issued by the holder is an Eligible Electing Holder (as defined in Section 2.1 hereof) for which Registrar under the holder thereof ABCA giving effect to the Arrangement, the following reorganization of capital shall have made a valid election occur and shall be transferred deemed to occur in the following order without any further act or formality: (a) The articles of amalgamation of Dreco shall be amended to authorize an unlimited number of exchangeable shares (the "Exchangeable Shares") and one Class A preferred share (the "Preferred Share"); (b) Dreco shall issue to NOI one Class A Preferred Share in consideration of the issuance to Dreco of one share of common stock, $.01 par value per share, of NOI ("NOI Common Stock"). The stated capital of the Class A Preferred Share shall be equal to the fair market value, as determined by the holder thereofboard of directors of Dreco, without any act or formality on of a share of NOI Common Stock. No certificate shall be issued in respect of the part Class A Preferred Share; (c) Each of the Dreco Common Shares (other than Dreco Common Shares held by holders who have exercised their rights of dissent in accordance with the Plan of Arrangement and who are ultimately entitled to be paid the fair value for such holder, to Exchangeco in exchange shares) will be exchanged for a number of fully paid and non-assessable shares Exchangeable Shares at an exchange ratio equal to 1.2 of Class A an Exchangeable Share per Dreco Common Stock, par value $0.01 per share Share (the "CIT Common StockExchange Ratio"), and each such holder of CIT equal to Dreco Common Shares will receive that whole number of Exchangeable Shares resulting from the Exchange Ratio (as defined in Section 2.1 hereof), (ii) each Newcourt Common Share of which the holder is an Eligible Electing Holder for which the holder thereof shall have made a valid election shall be transferred by the holder thereof, without any act or formality on the part exchange of such holder's Dreco Common Shares. In lieu of fractional Exchangeable Shares, to Exchangeco in exchange for each holder of a number of fully paid and non-assessable shares in the class of non-voting exchangeable shares in the capital of Exchangeco (each, an "Exchangeable Share") equal to the Exchange Ratio, (iii) each Newcourt Dreco Common Share held who otherwise would be entitled to receive a fraction of an Exchangeable Share shall be paid by any Dreco a cash amount determined in accordance with the Plan of Arrangement; (d) Upon the exchange referred to in Section 1.1(c), each holder who is not an Eligible Electing Holder of one or who is an Eligible Electing Holder but who has not made a valid election as described above (other than (x) Newcourt more Dreco Common Shares shall cease to be such a holder, shall have his name removed from the register of holders of Dreco Common Shares and shall (unless held by a Dissenting Shareholder holder who has exercised his rights of dissent in accordance with the Plan of Arrangement and who is ultimately entitled to be paid the fair value for such shares) become a holder of the Newcourt Common Shares held by such shareholder and (y) Newcourt Common Shares held by CIT or any Subsidiary or affiliate thereof) shall be transferred by the holder thereof, without any act or formality on the part of such holder, to Exchangeco in exchange for a number of fully paid Exchangeable Shares to which he is entitled as a result of the exchange referred to in Section 1.1(c), and non-assessable shares such holder's name shall be added to the register of CIT Common Stock holders of Exchangeable Shares accordingly; (e) The aggregate stated capital of the Exchangeable Shares will be equal to the Exchange Ratioaggregate stated capital of the Dreco Common Shares immediately prior to the Arrangement that are exchanged pursuant to Section 1.1(c), thereby excluding the stated capital attributed to the fractional shares paid in cash as contemplated in Section 1.1(c); (ivf) each Newcourt Option The articles of amalgamation of Dreco shall be exchanged for a Replacement Option amended to purchase shares reduce the number of CIT authorized Dreco Common Stock as contemplated by Section 1.6 and (v) the other terms set forth in the Plan of Arrangement shall be implemented. The Plan of Arrangement provides for the terms of the Arrangement Shares to one and the mode of carrying following restriction will be added to the Arrangement into effect. Such terms rights, privileges, restrictions and conditions are incorporated by reference herein and made a part hereof.attaching to the Dreco Common Shares: