Proposed Arrangement. 1.1 University will designate enrolled students who will receive academic credit for their good faith efforts towards working on a two semester-long engineering design, analysis, testing and realization project developed by Sponsor and accepted by University. (“Course Project”).
Proposed Arrangement. 21. Subject to the terms and conditions provided for herein, the CVR Holders irrevocably agree to support a transaction (referred to herein as the “Proposed Arrangement”) that will result in (i) all rights, privileges, interests and economic benefits of up to 17.17% of the CVRs that have already been issued or granted to the CVR Holders, in aggregate, (collectively, the “17.17% Cap”) being made available to persons, other than the CVR Holders, who are shareholders of the Company on the record date (the “Record Date”) for the 2017 Meeting and entitled to vote in respect of such meeting (the “Entitled Shareholders”), and (ii) the Company issuing to the Entitled Shareholders CVRs representing two percent (2%) of the gross proceeds of the Arbitration Claim (the “Company 2% CVRs”), in each case substantially in accordance with the provisions hereof. It is the intent of the Parties that the Proposed Arrangement will be a plan of arrangement under section 288 of the Business Corporations Act (British Columbia). Nevertheless, it is acknowledged that the form of the Proposed Arrangement may be altered with the consent of the Company, Trexs and the Concerned Shareholders, and all Parties shall use their commercially reasonable best efforts to ensure that the Proposed Arrangement is completed as soon as practicable on a basis that gives effect to the intent and goals of the provisions hereof. The Proposed Arrangement (or any alteration thereof) shall be in form and substance acceptable to the Company, Trexs and the Concerned Shareholders (each acting reasonably), and shall enable all Entitled Shareholders (i) resident in Canada to participate on the basis of exemptions from the prospectus and registration requirements of Canadian securities laws; and (ii) resident in jurisdictions outside of Canada to participate on a basis which will not obligate the Company or any of the CVR Holders to file or issue a prospectus or similar disclosure document nor impose any significant costs on the Company in order to comply with applicable laws of such local jurisdiction. It is also the intent of the Parties that the Proposed Arrangement be designed to minimize any adverse tax consequences to the CVR Holders and the Company.
Proposed Arrangement. University will designate enrolled students who will receive academic credit for their good faith efforts towards working on a _____________________________ (course number / project title) developed by Donor and accepted by University. (“Course Project”).
