The Arrangement. Commencing at the Effective Time, except as otherwise noted herein, the following will occur and will be deemed to occur in the following order without any further act or formality on the part of any Person: (a) all Dissent Securities held by Dissenting Securityholders will be deemed to have been transferred to PHM, and: (i) each Dissenting Securityholder will cease to have any rights as a PHM Securityholder other than the right to be paid by PHM, in accordance with the Dissent Rights, the fair value of such Dissent Securities; (ii) the Dissenting Securityholder's name will be removed as the holder of such Dissent Securities from the central securities register of PHM; (iii) the Dissent Securities will be cancelled; and (iv) the Dissenting Securityholder will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Dissent Securities; (b) notwithstanding the terms of the PHM Option Plan, including any agreement made thereunder, each PHM Option that has not been duly exercised prior to the Effective Time will be deemed to be surrendered and shall be cancelled (without any action on the part of the holder of the PHM Option), and each agreement relating to each PHM Option will be terminated and of no further force and effect, and: provided that, none of the New PHM Options or Newco Options will be exercisable until, subsequent to the Effective Date, five trading days have elapsed in respect of each of PHM and Newco, such that the New PHM Exercise Price Ratio and Newco Exercise Price Ratio have been determined; (ii) the PHM Option Plan will be terminated, and neither PHM nor any PHM Optionholder will have any rights, liabilities or obligations with respect to the PHM Option Plan, any PHM Option or any agreements made in connection therewith; and (iii) the respective option registers of PHM and Newco will be deemed to be amended accordingly; and (c) PHM will undertake a reorganization of capital within the meaning of Section 86 of the Tax Act, which organization will occur in the following order: (i) the identifying name of the PHM Shares will be changed from “Common Shares” to “Class A Common Shares” and the special rights and restrictions attached to such shares will be amended to provide that each PHM Share is entitled to two votes at any meeting of the shareholders of PHM, and to reflect such amendments PHM’s articles will be deemed to be amended by replacing Secti...
The Arrangement. Commencing and effective as at the Effective Time, each of the events set out below shall occur and shall be deemed to occur sequentially in the following order without any further act or formality required on the part of any person, except as otherwise expressly provided herein:
(a) each Nomad RSU outstanding immediately prior to the Effective Time, whether vested or unvested, shall immediately vest to the fullest extent, and such Nomad RSU shall be deemed to be transferred and disposed of by the holder thereof to the Company (free and clear of all Liens) and cancelled in exchange for a cash payment equal to the value of the Consideration payable for the Nomad Share that would have been issued pursuant to the vesting of such Nomad RSU immediately prior to the Effective Time less any amounts withheld pursuant to Section 4.5 and each such holder’s name shall be removed from each applicable register and all agreements relating to the Nomad RSUs shall be terminated and shall be of no further force and effect;
(b) each Nomad PSU, whether vested or unvested, shall be deemed to be vested to the fullest extent, and such Nomad PSU shall be deemed to be transferred and disposed of by the holder thereof to the Company (free and clear of all Liens) and cancelled in exchange for a cash payment equal to the value of the Consideration payable for the Nomad Share that would have been issued pursuant to the vesting of such Nomad PSU immediately prior to the Effective Time less any amounts withheld pursuant to Section 4.5 and each such holder’s name shall be removed from each applicable register and all agreements relating to the Nomad PSUs shall be terminated and shall be of no further force and effect;
(c) each Nomad DSU shall, without any further action by or on behalf of the holder thereof, be deemed to be transferred by such holder to the Company in exchange for a cash payment equal to the value of the Consideration payable for a Nomad Share, less any less any amounts withheld pursuant to Section 4.5, and each Nomad DSU shall immediately be cancelled;
(d) immediately prior to the exchange set forth in Section 3.1(e) below, each Dissent Share shall be and shall be deemed to have been transferred by the holder thereof, without any further act or formality on its part, to the Company (free and clear of any liens, charges or encumbrances of any nature whatsoever) and cancelled and the Company shall thereupon be obligated to pay the amount therefor determined and payable i...
The Arrangement. Section 2.1 Arrangement 18 Section 2.2 Interim Order 18 Section 2.3 The Company Meeting 19 Section 2.4 The Company Circular 21 Section 2.5 Final Order 22 Section 2.6 Court Proceedings 22 Section 2.7 Employment Matters 23 Section 2.8 Company Options and Company RSUs; ESPP 26 Section 2.9 Articles of Arrangement and Effective Date 29 Section 2.10 Payment of Consideration 30 Section 2.11 Adjustments to Consideration 30 Section 2.12 Taxation of Company Options 31 Section 2.13 Withholding Taxes 31
The Arrangement. The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.
The Arrangement. Commencing at the Effective Time, the following shall occur, and be deemed to occur, in the following order, with each step occurring immediately following the preceding step, without further act or formality:
(1) notwithstanding the terms of the Company Rights Agreement, the Company Rights Agreement shall be terminated and all rights issued pursuant to the Company Rights Agreement shall be cancelled without any payment in respect thereof;
(2) each Company Common Share in respect of which Dissent Rights have been validly exercised shall be repurchased and cancelled by Company, without any further act or formality on its part, in consideration for a debt claim against Company in an amount determined and payable in accordance with Article 3, and the name of such holder shall be removed from the register of Company Shareholders (in respect of the Company Common Shares for which Dissent Rights have been validly exercised);
(3) Acquiror Sub 3 and Company shall amalgamate to form Amalco, as more fully described in Section 2.3;
(4) Acquiror shall (a) issue shares of Acquiror Class A Common Stock to Acquiror Sub 1, in a number equal to the Share Exchange Ratio multiplied by the total number of Amalco Redeemable Preferred Shares, in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 1 the cash amount, if any, that may be required by Acquiror Sub 2 to make the cash payments pursuant to clause (6), in exchange for the issuance to Acquiror of common shares of Acquiror Sub 1 with a fair market value equal to such cash amount;
(5) Acquiror Sub 1 shall (a) transfer its shares of Acquiror Class A Common Stock acquired pursuant to clause (4) to Acquiror Sub 2 in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to the fair market value of such shares of Acquiror Class A Common Stock and (b) contribute to Acquiror Sub 2 the cash amount received pursuant to clause (4), in exchange for the issuance to Acquiror Sub 1 of common shares of Acquiror Sub 2 with a fair market value equal to such cash amount;
(6) each Amalco Redeemable Preferred Share shall be acquired by Acquiror Sub 2 from former holders of Company Common Shares in exchange for (i) the number of shares of Acquiror Class A Common Stock equal to the Share Exchange Ratio and (ii) a cash payment equal ...
The Arrangement. On the Effective Date, the following will occur and be deemed to occur in the following order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT or of Newco, but subject to the provisions of section 5 of this Plan of Arrangement:
4.1.1 The articles and notice of articles of PT will be amended, as applicable, to authorize PT to issue an unlimited number of New Common Shares (to be designated as “New Common shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice of articles, as applicable) , with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto.
4.1.2 Each issued and outstanding Common Share held by holders of Common Shares, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share, with (i) those who were a holder of Common Shares as of the Share Distribution Date and who had at that date more Common Shares than they have at the time of such exchange being issued such additional number of Class 1 Reorganization Shares (but not any additional New Common Shares) that equals the difference between the Common Shares they held at the Share Distribution Date minus the Common Shares they hold at the time of such exchange, (ii) those who were a holder of Common Shares as of the Share Distribution Date and who had at that date less Common Shares than they have at the time of such exchange only receiving such number of Class 1 Reorganization Shares that is equal to the number of Common Shares they held at the Share Distribution date but will receive number of New Common Shares that is equal to the Common Shares they hold at the time of the exchange , and (iii) those persons who are no longer existing Shareholders but who were holders of Common Shares as of the Share Distribution Date being issued such number of Class 1 Reorganization Shares (but not any New Common Shares) equal to the number of the Common Shares such persons held at the Share Distribution Record Date. In connection with such exchange/issuance:
(a) The issue price for each Class 1 Reorganization Share will be an amount ...
The Arrangement. The Parties agree to carry out the Arrangement in accordance with this Agreement on the terms set out in the Plan of Arrangement, subject to such changes as may be mutually agreed to by the Parties in accordance with this Agreement.
The Arrangement. In order to implement the Arrangement, the following steps shall be taken by the parties:
(a) upon execution of this Arrangement Agreement, Buyco shall forthwith deliver to Pubco payment for the Deposit, which shall be a non-refundable deposit in partial payment of the Purchase Price;
(b) Buyco covenants in favour of Pubco and Subco-RI that Buyco shall, subject to the terms of this Arrangement Agreement, use commercially reasonable efforts to have the Buyco Shareholders approve the Arrangement either by (i) unanimous consent resolutions, or
The Arrangement. On the Effective Date, the following shall occur and be deemed to occur in the following order without any further act or formality:
(a) the outstanding Poda Shares will be subdivided such that the number of Poda Shares outstanding immediately following such subdivision shall be equal to the number of issued and outstanding Invictus Shares as at the Effective Date;
(b) the authorized capital of Invictus will be amended by:
(i) the elimination of the Invictus Class A Preferred Shares from the authorized share structure of Invictus;
(ii) the alteration of the Invictus Shares by changing their identifying name to "Class A" common shares (the "Old Invictus Shares"); and
(iii) the creation of an unlimited number of common shares without par value (the "New Invictus Shares") having attached thereto the special rights and restrictions set out in Schedule A hereto, and the Notice of Articles and the Articles of Invictus will be amended accordingly;
(c) each Invictus Stock Option outstanding immediately before the Effective Date will be exchanged for:
(i) a stock option to be issued by Invictus (a "New Invictus Stock Option") pursuant to which:
(A) the holder of the New Invictus Stock Option will be entitled to acquire, upon exercise of the New Invictus Stock Option, that number of New Invictus Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement, if immediately prior to the Effective Time, such holder had been the registered holder of the number of Invictus Shares to which such holder was therefore entitled upon exercise of the Invictus Stock Option; and
(B) the exercise price per New Invictus Share will be equal to the product of: (1) the exercise price of the Invictus Stock Option determined immediately before the Effective Time; and (2) the proportion that the fair market value of one New Invictus Share determined immediately after the Effective Time is of the Aggregate Value; and
(ii) a stock option to be issued by Poda (a "Poda Stock Option") pursuant to which:
(A) the holder of the Poda Stock Option will be entitled to acquire, upon exercise of the Poda Stock Option, that number of Poda Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Invictus Shares to which such holder was theretofore entitle...
