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 equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection. (b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00. (c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof. (d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above. (e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange. (f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder or person, as applicable. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and the name of such Shareholder or person, as applicable, will be added to the registers of the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Shares and Class 1 Reorganization Shares, respectively, so issued to such Shareholder or person. 4.1.3 No share certificate representing the Class 1 Reorganization Shares issued pursuant to 4.1.2 will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares. 4.1.4 The Common Shares exchanged for New Common Shares and/or Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled. 4.1.5 Each Shareholder or person who was a holder of Common Shares at the Share Distribution Date will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such transfer: (a) The issue price for each Newco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration. (b) Each holder of Class 1 Reorganization Shares so transferred will cease to be the holder of the Class 1 Reorganization Shares so transferred and will become the holder of Newco Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so transferred and will be added to the register of holders of Newco Common Shares as the holder of the number of Newco Common Shares so issued to such holder, and Newco will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so transferred to Newco. 4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the redeemed Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption. 4.1.7 All other holders of Class 1 Reorganization Shares who were not holders of Common Shares as of the Share Distribution Record Date shall be deemed to have surrendered such shares back to PT for cancellation, and such shares shall be cancelled and the name of such holders removed from any registry of the Class 1 Reorganization Shares. 4.1.8 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.
Appears in 2 contracts
Samples: Arrangement Agreement (Tower One Wireless Corp.), Arrangement Agreement
The Arrangement. On Commencing at the Effective DateTime, the following will occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT Volt or of NewcoRoughrider, but subject to the provisions of section 5 of this Plan of ArrangementArticle 5:
4.1.1 The articles and notice (a) each Volt Share outstanding in respect of articles of PT which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a “Dissent Share”) will be amendeddirectly transferred and assigned by such Dissenting Shareholder to Volt, as applicablewithout any further act or formality and free and clear of any liens, to authorize PT to issue an unlimited number charges and encumbrances of New Common Shares (any nature whatsoever, and will be cancelled and cease to be designated outstanding and such Dissenting Shareholders will cease to have any rights as “New Common shares”, or with such designation as decided by PT’s board, in Shareholders other than the amended articles and/or notice of articles, as applicable) and an unlimited number of Class 1 Reorganization Shares (right to be designated paid the fair value for their Volt Shares by Volt;
(b) all of the issued and outstanding Volt Shares will be consolidated (the “Consolidation”) on the basis of four (old) to one (new);
(c) the authorized share structure of Volt will be altered by:
(i) renaming and redesignating all of the issued and unissued Volt Shares 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 A common shares without par value” and varying the special rights and restrictions substantially attached to those shares to provide the holders thereof with two votes in respect of each share held, being the form as set out in Exhibit 2 “Volt Class A Shares”; and
(ii) creating a new class consisting of an unlimited number of “common shares without par value” with terms and special rights and restrictions identical to those of the Volt Shares immediately prior to the Arrangement Agreement attached hereto.Effective Time, being the “New Volt Shares”;
4.1.2 Each issued and (d) Volt’s Notice of Articles will be amended to reflect the alterations in Section 3.1(c);
(e) each Option then outstanding Common to acquire one Volt Share held by holders of Common Shares, except those referred to in section 5.1, will be exchanged for one Replacement Option to acquire one New Common Volt Share having the same exercise price, expiry date, vesting conditions and one other terms and conditions as the Option on a post-Consolidation basis;
(f) each issued and outstanding Volt Class 1 Reorganization Share, with (i) those who were a holder of Common Shares as of the A 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 outstanding on the Share Distribution Record Date. In connection with such exchange/issuanceDate will be exchanged for:
(a) The issue price for each Class 1 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection.
(b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00.
(c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and one New Volt Share; and
(ii) two Roughrider Share, and the amount determined in section 4.1.2(a) hereof.
(d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC holders of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Volt Class 1 Reorganization Shares, as determined above.
(e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common A Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange.
(f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder or person, as applicable. The name of such Shareholder will be removed from the central securities register of Volt as the holders of Common Shares with respect to the Common Shares so exchanged such and the name of such Shareholder or person, as applicable, will be added to the registers central securities register of Volt as the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Volt Shares that they have received on the exchange set forth in this Section 3.1(e), and Class 1 Reorganization Shares, respectively, so issued to such Shareholder or person.
4.1.3 No share certificate representing the Class 1 Reorganization Roughrider Shares issued pursuant to 4.1.2 will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant transferred to the Arrangement, and no share certificates and/or DRSs representing such New Common then holders of the Volt Class A Shares will be registered in the name of the former holders of the Volt Class A Shares and Volt will provide Roughrider and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Roughrider;
(g) all of the issued Volt Class A Shares will be cancelled with the appropriate entries being made in the central securities register of Volt, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Volt Shares will be equal to that of the Volt Shares immediately prior to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares.
4.1.4 The Common Shares exchanged for New Common Shares and/or Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled.
4.1.5 Each Shareholder or person who was a holder of Common Shares at the Share Distribution Date will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such transfer:
(a) The issue price for each Newco Common Share will be an amount equal to Time less the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration.Roughrider Shares distributed pursuant to Section 3.1(e);
(bh) Each holder the Volt Class A Shares, none of Class 1 Reorganization Shares so transferred will cease to be the holder of the Class 1 Reorganization Shares so transferred and will become the holder of Newco Common Shares issued to such holder. The name of such holder which will be removed from issued or outstanding once the register of holders of Class 1 Reorganization Shares with respect steps in Section 3.1(f) to the Class 1 Reorganization Shares so transferred and Section 3.1(g) are completed, will be added to the register of holders of Newco Common Shares as the holder of the number of Newco Common Shares so issued to such holder, and Newco will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so transferred to Newco.
4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the redeemed Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption.
4.1.7 All other holders of Class 1 Reorganization Shares who were not holders of Common Shares as of the Share Distribution Record Date shall be deemed to have surrendered such shares back to PT for cancellation, and such shares shall be cancelled and the name authorized share structure of such holders removed from any registry Volt will be changed by eliminating the Volt Class A Shares;
(i) the Notice of Articles of Volt will be amended to reflect the Class 1 Reorganization Sharesalterations in Section 3.1(h).
4.1.8 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.
Appears in 1 contract
Samples: Arrangement Agreement
The Arrangement. On the Effective Date, the following will shall occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT Eagle Plains or of NewcoTaiga, 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/issuanceArticle 5:
(a) The issue price for each authorized share capital of Eagle Plains shall be altered by:
(i) renaming and re-designating all of the issued and unissued Eagle Plains Shares as Class 1 Reorganization Share will be A common shares (the "Eagle Plains Class A Shares");
(ii) creating an amount equal unlimited number of common shares with terms identical to the fair market valueEagle Plains Shares (the "Eagle Plains New Shares"); and
(iii) creating an unlimited number of preferred shares, as determined by more particularly described in Appendix I hereto (the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection"Eagle Plains Butterfly Shares").
(b) The Company will add Eagle Plains’ Articles shall be amended to reflect the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00alterations in §3.1(a).
(c) The issue price Each issued and outstanding Eagle Plains Class A Share outstanding on the Effective Date shall be exchanged for each one Eagle Plains New Common Share will be and one- half of an amount equal Eagle Plains Butterfly Share and subject to the difference between (i) the fair market value for the Common Share for which it wasprovisions of Article 5, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof.
(d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above.
(e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange.
(f) Each Shareholder will such Eagle Plains Shareholders shall cease to be the holder holders of the Common Eagle Plains Class A Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder or person, as applicableexchanged. The name of such each Eagle Plains Shareholder will who is so deemed to exchange his, her or its Eagle Plains Class A Shares, shall be removed from the register of holders shareholders of Common Eagle Plains Class A Shares with respect to the Common Eagle Plains Class A Shares so exchanged and the name of such Shareholder or person, as applicable, will shall be added to the registers of the holders shareholders of Eagle Plains New Common Shares and Class 1 Reorganization Eagle Plains Butterfly Shares as the holder of the number of Eagle Plains New Common Shares and Class 1 Reorganization Eagle Plains Butterfly Shares, respectivelydeemed to have been received on the exchange, whereupon all of the issued Eagle Plains Class A Shares shall be cancelled with the appropriate entries being made in the register of shareholders of Eagle Plains Class A Shares. The paid-up capital (as that term is used for purposes of the Tax Act) of the Eagle Plains Class A Shares immediately prior to the Effective Date shall be allocated between the Eagle Plains New Shares and the Eagle Plains Butterfly Shares so that the paid-up capital of the Eagle Plains New Shares and the Eagle Plains Butterfly Shares is based on the proportion that the fair market value (as that term is used for purposes of the Tax Act) of the Eagle Plains New Shares or the Eagle Plains Butterfly Shares, as the case may be, is of the fair market value of all new shares issued to such Shareholder or personon exchange.
4.1.3 No share certificate representing the Class 1 Reorganization (d) Each holder of Eagle Plains Butterfly Shares ("Eagle Butterfly Holder") issued pursuant to 4.1.2 §3.1(c) will be issued. The New Common transfer to Taiga their Eagle Plains Butterfly Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant having an aggregate fair market value equal to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements amount by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares.
4.1.4 The Common Shares exchanged for New Common Shares and/or Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled.
4.1.5 Each Shareholder or person who was a holder of Common Shares at the Share Distribution Date will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such transfer:
(a) The issue price for each Newco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as Spin-off Properties exceeds the Related Liabilities, if any, assumed by Taiga. As sole consideration.
(b) Each , Taiga will issue to each particular Eagle Butterfly Holder an equal number of Taiga Shares having an aggregate fair market value at that time equal to the aggregate fair market value of the Eagle Plains Butterfly Shares that each particular holder of Class 1 Reorganization Shares so transferred will cease to be the holder of the Class 1 Reorganization Shares so transferred and will become the holder of Newco Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so transferred and will be added to the register of holders of Newco Common Shares as the holder of the number of Newco Common Shares so issued to such holder, and Newco will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Eagle Plains Butterfly Shares so transferred to NewcoTaiga.
4.1.6 All (e) Eagle Plains shall transfer the Spin-off Properties to Taiga in exchange for:
(i) that number of Taiga Reorganization Shares that equal the amount by which the fair market value of the Class 1 Spin-off Properties exceeds the Related Liabilities, if any, assumed by Taiga; and
(ii) Taiga agreeing to the Taiga Options/Warrants Commitment.
(f) Immediately after the transfer of the Spin-off Properties by Eagle Plains to Taiga pursuant to §3.1(e), Taiga will purchase for cancellation all of the Taiga Reorganization Shares owned held by Newco Eagle Plains and will issue to Eagle Plains, as payment therefore, a demand non-interest bearing promissory note having a principal amount and fair market value equal to the aggregate redemption amount and fair market value of the Taiga Reorganization Shares so redeemed (the "Taiga Note"). Eagle Plains will accept the Taiga Note as full satisfaction for the redemption price of its Taiga Reorganization Shares so redeemed.
(g) Immediately after the transfer of the Spin-off Properties by Eagle Plains to Taiga pursuant to §3.1(e), Eagle Plains will purchase for cancellation all of the Eagle Plains Butterfly Shares held by Taiga for an amount equal to their fair market value at that time and will issue to Taiga, as payment thereof, a demand non-interest bearing promissory note having a principal amount and fair market value equal to that amount (the "Eagle Plains Note"). Taiga will accept the Eagle Plains Note as full satisfaction for the purchase price of its Eagle Plans Butterfly Shares so purchased.
(h) The principal amount and fair market value of the Eagle Plains Note, and the principal amount and fair market value of the Taiga Note, will be redeemed for their aggregate redemption value and such redemption value equal to each other.
(i) Eagle Plains will satisfy the principal amount of the Eagle Plains Note by transferring to Taiga the Taiga Note that will be satisfied accepted by Taiga as full repayment, by way of set-off, of the Eagle Plains Note. Concurrently, Taiga will satisfy the principal amount of the Taiga Note by transferring to Eagle Plains the Eagle Plains Note that will be accepted by Eagle Plains as full repayment, by way of set-off, of the Taiga Note. The Eagle Plains Note and the Taiga Note will both be marked paid in full by and cancelled.
(j) Immediately after the transfer by PT to Newco of the Asset Purchase Agreement Spin-off Properties by Eagle Plains to Taiga pursuant to §3.1(e), Eagle Plains will acquire, by subscribing for and purchasing for cash consideration, that number of Taiga Shares which shall equal nineteen and ninety-nine one-hundredths percent (19.99%) of the aggregate number of Taiga Shares issued pursuant to this §3.1(j) and §3.1(d).
(k) The Eagle Plains Class A Shares and the Newco Working Capital and the redeemed Class 1 Reorganization Shares Eagle Plains Butterfly Shares, none of which will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with allotted and issued once the redemption of the Class 1 Reorganization Sharessteps referred to in §3.1(a), §(c), §(d) and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption.
4.1.7 All other holders of Class 1 Reorganization Shares who were not holders of Common Shares as of the Share Distribution Record Date shall be deemed to have surrendered such shares back to PT for cancellation§(g) are completed, and such shares shall be cancelled and the name authorized capital of such holders removed from any registry Eagle Plains shall be diminished by deleting the Eagle Plains Class A Shares and the Eagle Plains Butterfly Shares as classes or series of shares of Eagle Plains.
(l) The Articles of Eagle Plains shall be amended to reflect the Class 1 alterations in §3.1(k).
(m) The Taiga Reorganization Shares, none of which will be allotted and issued once the steps referred to in §3.1(e) and §(f) are completed, shall be cancelled and the authorized capital of Taiga shall be diminished by deleting the Taiga Reorganization Shares as a series of preferred shares of Taiga.
4.1.8 (n) The Arrangement Articles of Taiga shall become effective be amended to reflect the alterations in §3.1(m).
(o) After the Effective Date, all Eagle Plains Options and Eagle Plains Warrants shall be exercisable pursuant to and in accordance with the terms of Eagle Plains Options/Warrants Commitment and the Plan of Arrangement on the Effective DateTaiga Options/Warrants Commitment.
Appears in 1 contract
Samples: Arrangement Agreement
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 Cannabix or of NewcoTorino, but subject to the provisions of section 5 of this Plan of ArrangementArticle 5:
4.1.1 The articles and notice of articles of PT Cannabix will be amended, as applicable, amended to authorize PT Cannabix to issue an unlimited number of Common Shares (to be re‐designated as “Pre‐arrangement common shares” in the amended articles), 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 articles) and an unlimited number of preferred shares (to be designated as “Preferred Shares” in the amended 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 SharesShare, 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 equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection.
(b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00162,230.
(c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof.
(d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above.
(e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange.
(f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder or person, as applicableShareholder. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and the name of such Shareholder or person, as applicable, will be added to the registers of the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Shares and Class 1 Reorganization Shares, respectively, so issued to such Shareholder or personShareholder.
4.1.3 No share certificate representing the Class 1 Reorganization Shares issued pursuant to 4.1.2 4.1.2
(a) will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 4.1.2(c) will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares.
4.1.4 The Common Shares exchanged for New Common Shares and/or and Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled.
4.1.5 Each Shareholder or person who was a holder of Common Shares at the Share Distribution Date will sell and transfer all of its Class 1 Reorganization Shares to Newco Torino for consideration consisting solely of Newco Torino Common Shares issued by Newco Torino in accordance with the Newco Torino Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer:
(a) The issue price for each Newco Torino Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration.
(b) Each holder of Class 1 Reorganization Shares so transferred sold will cease to be the holder of the Class 1 Reorganization Shares so sold and transferred and will become the holder of Newco Torino Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so sold and transferred and will be added to the register of holders of Newco Torino Common Shares as the holder of the number of Newco Torino Common Shares so issued to such holder, and Newco Torino will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco Torino will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so sold and transferred to NewcoTorino.
4.1.6 All of the Class 1 Reorganization Shares owned by Newco Torino will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT Cannabix to Newco Torino of the Asset Purchase Agreement Property and the Newco Torino Working Capital and the redeemed Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption.
4.1.7 All other holders of Class 1 Reorganization Shares who were not holders of Common Shares as of the Share Distribution Record Date shall be deemed to have surrendered such shares back to PT for cancellation, and such shares shall be cancelled and the name of such holders removed from any registry of the Class 1 Reorganization Shares.
4.1.8 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.
Appears in 1 contract
Samples: Arrangement Agreement
The Arrangement. On the Effective Date, save and except for Dissenting Shares, the following will shall occur and be deemed to occur in the following order chronological order, unless otherwise noted, without further act or formality notwithstanding anything contained in and with each transaction or event being deemed to occur immediately after the provisions attaching to any occurrence of the securities of PT transaction or of Newco, but subject to the provisions of section 5 of this Plan of Arrangementevent immediately preceding it:
4.1.1 The articles and notice (a) Rubicon’s authorized share structure shall be amended by:
(i) (i)altering the name of articles of PT will be amended, as applicable, to authorize PT to issue an the unlimited number of New Common Shares (common shares without par value 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 A Common shares without par value;
(ii) (ii)creating the following three new classes of shares:
A. an unlimited number of common shares without par value;
B. an unlimited number of series 1 Reorganization Shares (special shares with a par value equal to be designated as “Class 1 Reorganization the net book value of the Paragon Transferred Assets; and
C. an unlimited number of series 2 special shares with a par value equal to the net book value of the Rubicon Africo Shares”, or with such designation as decided by PT’s board, in . The shares of Rubicon described above shall have 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 Rubicon’s Articles. Rubicon’s Articles shall be amended by adding, as Article 26 of the Arrangement Agreement attached Articles, the rights and restrictions set out in Schedule A hereto.;
4.1.2 (b) Rubicon’s central securities register for the Rubicon Common Shares shall be redesignated as the central securities register for the Class A Common shares;
(c) Paragon’s authorized share structure shall be amended by creating a new class of shares consisting of an unlimited number of special preferred shares and having
(d) the rights and restrictions set out in Paragon’s Articles. Paragon’s Articles shall be amended by adding the rights and restrictions set out in Schedule B hereto;
(e) CopperCo’s authorized share structure shall be amended by creating a new class of shares consisting of an unlimited number of special preferred shares and having the rights and restrictions set out in CopperCo’s Articles. CopperCo’s Articles shall be amended by adding the rights and restrictions set out in Schedule B hereto;
(f) Each Rubicon Common Share (renamed as Class A Common Shares) issued and outstanding Common Share held by holders of Common on the Effective Date (other than Dissenting Shares, except those referred to in section 5.1, ) will be exchanged for one New Rubicon Common Share, one Rubicon Series 1 Special Share and one Class 1 Reorganization Rubicon Series 2 Special Share, with (i) those who were a holder of Common Shares as . The PUC 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 Rubicon Common Shares) that equals , the difference between Rubicon Series 1 Special Shares and the Common Series 2 Special 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 will be determined 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/issuancefollows:
(a) The issue price for each Class 1 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection.
(b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00.
(c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof.
(d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which of the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class Rubicon Series 1 Reorganization Shares, as determined above.Special Shares will be equal to their par value;
(eii) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed (ii)the amount of the PUC of the Rubicon Series 2 Special Shares will be equal to their par value; and
(iii) (iii)the amount of the PUC of the New Rubicon Common Shares at will be equal to the time PUC of the exchange.
Rubicon Common Shares (frenamed as Class A Common Shares) minus the aggregate of the PUC of the Rubicon Series 1 and 2 Special Shares; Each Rubicon Shareholder will shall cease to be the holder of the Rubicon Common Shares (renamed as Class A Common Shares) so exchanged and will shall become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder or person, as applicable. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and the name of such Shareholder or person, as applicable, will be added to the registers of the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Rubicon Common Shares, Rubicon Series 1 Special Shares and Series 2 Special Shares issued to such Rubicon Shareholder. The name of such Rubicon Shareholder shall be removed from the central securities register for Rubicon Common Shares in respect of the Rubicon Common Shares so exchanged and Class 1 Reorganization shall be added to the central securities register of New Rubicon Common Shares, Rubicon Series 1 Special Shares and Series 2 Special Shares respectively, so issued to such Shareholder or person.Rubicon Shareholder;
4.1.3 No share certificate representing the Class 1 Reorganization Shares issued pursuant to 4.1.2 (g) Each outstanding whole Rubicon Option will be issuedexchanged for one whole New Rubicon Option, one sixth of a Paragon Option and a fraction of a CopperCo Option equal to the Rubicon-CopperCo Exchange Ratio. The New exercise price of each of the new options received as a result of such exchange will be determined as set out in section 3.3 below;
(h) The Rubicon Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (renamed as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Class A Common Shares.
4.1.4 The Common Shares ) exchanged for New Rubicon Common Shares, the Rubicon Series 1 Special Shares and the
(i) Rubicon Series 2 Special Shares shall be cancelled and the appropriate entry shall be made in Rubicon’s central securities register;
(j) Each holder of Rubicon Series 1 Special Shares will transfer, with good and marketable title free and clear of all encumbrances, such shares to Paragon;
(k) Each holder of Rubicon Series 2 Special Shares will transfer, with good and marketable title free and clear of all encumbrances, such shares to CopperCo;
(l) As consideration for the Rubicon Series 1 Special Shares transferred to it, Paragon will issue to the holders of such Rubicon Series 1 Special Shares, Paragon Common Shares and/or Class on the basis of one Paragon Common Share for every six whole Rubicon Series 1 Reorganization Special Shares pursuant to section 4.1.2 will be cancelled.
4.1.5 Each Shareholder or person who was held by a holder respective holder. The stated capital account maintained in respect of Paragon Common Shares at shall be increased by an amount equal to the Share Distribution Date will transfer all PUC of its Class the transferred Rubicon Series 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferredSpecial Shares. In connection with such sale and transfer:
(a) The issue price for , each Newco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration.
(b) Each holder of Class Rubicon Series 1 Reorganization Special Shares so sold and transferred will shall cease to be the holder of the Class Rubicon Series 1 Reorganization Special Shares so sold and transferred and will shall become the holder of Newco the number of Paragon Common Shares issued to such holder. The name of such holder will shall be removed from the central securities register of holders Rubicon Series 1 Special Shares in respect of Class the Rubicon Series 1 Reorganization Shares with respect to the Class 1 Reorganization Special Shares so sold and transferred and will shall be added to the central securities register of holders of Newco Common Shares Paragon as the holder of the number of Newco Paragon Common Shares so issued to such holder, and Newco will Paragon shall be and will shall be deemed to be the transferee of Class the Rubicon Series 1 Reorganization Special Shares so transferred and the name of Newco will Paragon shall be entered in the central securities register of Rubicon Series 1 Special Shares so sold and transferred to Paragon;
(m) As consideration for the Rubicon Series 2 Special Shares transferred to it, CopperCo will issue to the holders of Class 1 Reorganization such Rubicon Series 2 Special Shares, that number of CopperCo Common Shares obtained by multiplying the number of Rubicon Series 2 Special Shares held by a respective holder by the Rubicon-CopperCo Exchange Ratio. The stated capital account maintained in respect of CopperCo Common Shares shall be increased by an amount equal to the PUC of the transferred Rubicon Series 2 Special Shares. In connection with such sale and transfer, each holder of Rubicon Series 2 Special Shares so sold and transferred shall cease to be the holder of the Rubicon Series 2 Special Shares so sold and transferred and become the holder of the number of CopperCo Common Shares issued to such holder. The name of such holder shall be removed from the central securities register of Rubicon Series 2 Special Shares in respect of the Rubicon Series 2 Special Shares so sold and transferred and shall be added to the central securities register of CopperCo as the holder of the number of Class 1 Reorganization CopperCo Common Shares so transferred issued to Newco.
4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value such holder and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the redeemed Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement CopperCo shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption.
4.1.7 All other holders of Class 1 Reorganization Shares who were not holders of Common Shares as of the Share Distribution Record Date and shall be deemed to have surrendered be the transferee of the Rubicon Series 2 Special Shares so transferred and the name of CopperCo shall be entered in the central securities register of Rubicon Series 2 Special Shares so sold and transferred to CopperCo;
(n) Rubicon will sell and transfer the Paragon Transferred Assets to Paragon in consideration for the issuance by Paragon of 100,000,000 Paragon Preferred Shares. Rubicon shall take all such shares back actions and deliver all such documents as may be required to PT convey title to the Paragon Transferred Assets to Paragon;
(o) Rubicon will sell and transfer the CopperCo Transferred Assets to CopperCo in consideration for cancellation, the issuance by CopperCo of 100,000,000 CopperCo Preferred Shares. Rubicon shall take all such actions and deliver all such shares documents as may be required to convey title to the CopperCo Transferred Assets to CopperCo;
(p) Rubicon will purchase for cancellation the Rubicon Series 1 Special Shares held by Paragon in consideration of the issuance by Rubicon of the Rubicon Paragon Note. The repurchased Rubicon Series 1 Special Shares shall be cancelled and the appropriate entry made on the central securities register for the Series 1 Special Shares;
(q) Rubicon will purchase for cancellation the Rubicon Series 2 Special Shares held by CopperCo in consideration of the issuance by Rubicon of the Rubicon CopperCo Note. The repurchased Rubicon Series 2 Special Shares shall be cancelled and the appropriate entry made on the central securities register for the Series 2 Special Shares;
(r) The authorized share structure of Rubicon shall be amended by eliminating the unlimited number of Class A Common Shares without par value, the unlimited number of Series 1 Special Shares and the unlimited number of Series 2 Special Shares, none of which are issued. Rubicon’s Articles shall be amended by deleting Article 26 of the Articles (for greater certainty, notwithstanding such deletion of Article 26, the New Rubicon Common Shares shall continue to exist immediately upon completion of the Arrangement, as evidenced by Rubicon’s Notice of Articles in effect at such time);
(s) Paragon will purchase for cancellation the 100,000,000 Paragon Preferred Shares held by Rubicon in consideration for the issuance by Paragon to Rubicon of the Paragon Note having a principal amount and fair market value equal to the aggregate fair market value of the 100,000,000 Paragon Preferred Shares purchased for cancellation. The repurchased Paragon Preferred Shares shall be cancelled and the appropriate entry made on the central securities register for the Paragon Preferred Shares;
(t) The authorized share structure of Paragon shall be amended by eliminating the Paragon Preferred Shares, none of which are issued. Paragon’s Articles shall be amended by deleting sections 1.1 to 1.5 of the Articles which contain the rights and restrictions attached to the Paragon Preferred Shares;
(u) CopperCo will purchase for cancellation the 100,000,000 CopperCo Preferred Shares held by Rubicon in consideration for the issuance by CopperCo to Rubicon of the CopperCo Note having a principal amount and fair market value equal to the aggregate fair market value of the 100,000,000 CopperCo Preferred Shares purchased for cancellation. The repurchased CopperCo Preferred Shares shall be cancelled and the appropriate entry made on the central securities register for the CopperCo Preferred Shares;
(v) The authorized share structure of CopperCo shall be amended by eliminating the CopperCo Preferred Shares; none of which are issued. CopperCo’s Articles shall be amended by deleting sections 1.1 to 1.5 of the Articles which contain the rights and restrictions attached to the CopperCo Preferred Shares;
(w) Rubicon will pay the principal amount of the Rubicon Paragon Note by transferring to Paragon the Paragon Note which will be accepted by Paragon as full payment, satisfaction and discharge of Rubicon’s obligation under the Rubicon Paragon Note and simultaneously Paragon will pay the principal amount of the Paragon Note by transferring to Rubicon the Rubicon Paragon Note which will be accepted by Rubicon as full payment, satisfaction and discharge of Paragon’s obligation under the Paragon Note. The Rubicon Paragon Note and the Paragon Note will both thereupon be cancelled;
(x) Rubicon will pay the principal amount of the Rubicon CopperCo Note by transferring to CopperCo the CopperCo Note which will be accepted by CopperCo as full payment, satisfaction and discharge of Rubicon’s obligation under the Rubicon CopperCo Note and simultaneously CopperCo will pay the principal amount of the CopperCo Note by transferring to Rubicon the Rubicon CopperCo Note which will be accepted by Rubicon as full payment, satisfaction and discharge of CopperCo’s obligation under the CopperCo Note. The Rubicon CopperCo Note and the CopperCo Note will both thereupon be cancelled;
(y) the Paragon Flow-Through Special Warrants issued pursuant to the Paragon Financing shall be automatically exercised, through no further action on the part of the holder and for no additional consideration, into flow-through Paragon Common Shares on the basis of one flow-though Paragon Common Share for each Paragon Flow-Through Special Warrant exercised, and the names of the holders of the Paragon Flow-Through Special Warrants shall be added to the central securities register of Paragon as the holders of the number of Paragon Common Shares issued to such holders;
(z) the Paragon Special Warrants issued pursuant to the Paragon Financing shall be automatically exercised, through no further action on the part of the holder and for no additional consideration, into Paragon Common Shares and Paragon Warrants, on the basis of one Paragon Common Share and one Paragon Warrant for each Paragon Special Warrant exercised, and the names of the holders of the Paragon
(aa) Special Warrants shall be added to the central securities register of Paragon as the holders of the number of Paragon Common Shares issued to such holders;
(bb) The Africo Subscription Receipts issued pursuant to the CopperCo/Africo Financing shall be automatically exercised, through no further action on the part of the holder and for no additional consideration, into CopperCo Common Shares and CopperCo Warrants, on the basis of one CopperCo Common Share and one-half of one CopperCo Warrant for each Africo Subscription Receipt exercised, and the names of the holders of the Africo Subscription Receipts shall be added to the central securities register of CopperCo as the holders of the number of CopperCo Common Shares issued to such holders;
(cc) The Africo Compensation Option issued pursuant to the CopperCo/Africo Financing shall be automatically converted, through no further action on the part of the holder and for no additional consideration, into the CopperCo Broker Warrants;
(dd) Each holder of the Remaining Africo Shares will transfer, with good and marketable title free and clear of all encumbrances, such shares to CopperCo;
(ee) As consideration for the Remaining Africo Shares transferred to it, CopperCo will issue to the holders of such Remaining Africo Shares, CopperCo Common Shares on the basis of one CopperCo Common Share for every whole Remaining Africo Shares held by a respective holder. The stated capital account maintained in respect of CopperCo Common Shares shall be increased to the maximum amount permitted under the ITA. In connection with such sale and transfer, each holder of Remaining Africo Shares so sold and transferred shall cease to be the holder of the Remaining Africo Shares so sold and transferred and become the holder of the number of CopperCo Common Shares issued to such holder. The name of such holders holder shall be removed from any registry the central securities register of Africo Shares in respect of the Class 1 Reorganization Shares.
4.1.8 The Arrangement Remaining Africo Shares so sold and transferred and shall become effective in accordance with be added to the terms central securities register of CopperCo as the holder of the Plan number of Arrangement CopperCo Common Shares so issued to such holder and CopperCo shall be and shall be deemed to be the transferee of the Remaining Africo Shares so transferred and the name of CopperCo shall be entered in the central securities register of Africo Shares so sold and transferred to CopperCo;
(ff) Each outstanding whole Africo Option will be exchanged for one whole CopperCo Option. The exercise price of each of the new CopperCo Options received on such exchange will be identical to the Effective Date.exercise price for the Africo Option which was exchanged for such CopperCo Option;
(gg) Each outstanding Africo Convertible Note will be exchanged for a CopperCo Convertible Note representing a principal amount which is equal to the principal (hh)amount set out in the Africo Convertible Note which is exchanged for such CopperCo Convertible Note;
Appears in 1 contract
The Arrangement. On the Effective Date, the following will shall occur and be deemed to occur in the following chronological order without further act or formality formality, notwithstanding anything contained in the provisions attaching to any of the securities of PT GPK or of Newco, but subject to the provisions of section 5 of this Plan of ArrangementArticle 5:
4.1.1 The articles (a) the Company will transfer the Assets and notice of articles of PT $200,000.00 to 2801 Shangri-La in consideration for 24,466,702 Shares (the "Distributed Shares") as set out herein, and the Company will be amendedadded to the central securities register of in respect of such Shares;
(b) the authorized share capital of the Company will be changed by:
(i) altering the identifying name of the GPK Shares to common shares without par value, as applicablebeing the GPK Common Shares, to authorize PT to issue and therefore creating a class consisting of an unlimited number of common shares without par value (the "New Common Shares Shares"), and
(to be designated as “New Common shares”, or with such designation as decided by PT’s board, in the amended articles and/or notice ii) creating a class consisting of articles, as applicable) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares”class B preferred shares without par value, or with such designation as decided by PT’s board, in having the amended articles and/or notice of articles, as applicable) , with the special rights and restrictions substantially in the form as set out described in Exhibit 2 III to the Arrangement Agreement attached hereto.Plan of Arrangement, being the GPK Class B Preferred Shares;
4.1.2 Each (c) each issued and outstanding Common GPK Class A 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 GPK Class 1 Reorganization ShareB Preferred Share and subject to the exercise of a right of dissent, the holders of the GPK Class A Shares will be removed from the central securities register of the Company and will be added to that central securities register as the holders of the number of New Shares and G PK Class B Preferred Shares that they have received on the exchange;
(d) all of the issued GPK Class A Shares will be cancelled with the appropriate entries being made in the central securities register of the Company, and the aggregate paid—up capital (ias that term is used for purposes of the Tax Act) those who were a holder of Common the GPK Class A Shares immediately prior to the Effective Date will be allocated between the New Shares and the GPK Class B Preferred Shares so that the aggregate paid—up capital of the GPK Class B Preferred Shares is equal to the aggregate fair market value of the Distributed Shares as of the Effective Date, and each GPK Class B Preferred Share Distribution Date and who had so issued will be issued by the Company at that date more Common an issue price equal to such aggregate fair market value divided by the number of issued GPK Class B Preferred Shares, such aggregate fair market value of the Distributed Shares than they have to be determined as at the time Effective Date by resolution of the board of directors of the Company;
(e) the Company will redeem the issued GPK Class B Preferred Shares for consideration consisting solely of the Distributed Shares such exchange being issued such additional that each holder of GPK Class B Preferred Shares will subject to the rounding of fractions and the exercise of rights of dissent, receive that 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 GPK Class B Preferred Shares they held at by such holder multiplied by the Share Distribution date but Exchange Factor;
(f) the name of each holder of GPK Class B Preferred Shares will receive number be removed as such from the central securities register of New Common the Company, and all of the issued GPK Class B Preferred Shares that is equal will be cancelled with the appropriate entries being made in the central securities register of the Company;
(g) the Distributed Shares transferred to the Common Shares they hold at the time holders of the exchange , and (iii) those persons who are no longer existing Shareholders but who were GPK Class B Preferred Shares will be registered in the names of the former holders of Common GPK Class B Preferred Shares as and appropriate entries will be made in the central securities register of ;
(h) the GPK Class A Shares and the GPK Class B Preferred Shares, none of which will be allotted or issued once the steps referred to hereinabove are completed, will be cancelled and the authorized share structure 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 Company will be an amount equal to changed by eliminating the fair market value, as determined by GPK Class A Shares and the Directors, of one GPK Class 1 Reorganization Share immediately following the exchange provided for in this subsection.B Preferred Shares therefrom;
(b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00.
(c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for Notice of Articles and Articles of the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof.
(d) The Company will add be amended to reflect the stated capital account maintained by it for the New Common Shares an amount equal changes to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above.
(e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange.
(f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder or person, as applicable. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and the name of such Shareholder or person, as applicable, will be added to the registers of the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Shares and Class 1 Reorganization Shares, respectively, so issued to such Shareholder or person.
4.1.3 No its authorized share certificate representing the Class 1 Reorganization Shares issued structure made pursuant to 4.1.2 will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares.
4.1.4 The Common Shares exchanged for New Common Shares and/or Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled.
4.1.5 Each Shareholder or person who was a holder of Common Shares at the Share Distribution Date will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such transfer:
(a) The issue price for each Newco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration.
(b) Each holder of Class 1 Reorganization Shares so transferred will cease to be the holder of the Class 1 Reorganization Shares so transferred and will become the holder of Newco Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so transferred and will be added to the register of holders of Newco Common Shares as the holder of the number of Newco Common Shares so issued to such holder, and Newco will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so transferred to Newco.
4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the redeemed Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption.
4.1.7 All other holders of Class 1 Reorganization Shares who were not holders of Common Shares as of the Share Distribution Record Date shall be deemed to have surrendered such shares back to PT for cancellation, and such shares shall be cancelled and the name of such holders removed from any registry of the Class 1 Reorganization Shares.
4.1.8 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.Arrangement; and
Appears in 1 contract
Samples: Arrangement Agreement
The Arrangement. On Commencing at the Effective DateTime, the following will occur and be deemed to occur in the following chronological order without further act or formality formality, notwithstanding anything contained in the provisions attaching to any of the securities of PT Silver or of NewcoSpinCo, but subject to the provisions of section 5 Article 5:
(a) Each Silver Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a “Dissenting Share”) will be directly transferred and assigned by such Dissenting Shareholder to Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as a Silver Shareholder other than the right to be paid the fair value for their Silver Shares by Xxxxxx;
(b) The authorized share structure of Silver shall be altered by:
(i) renaming and re-designating all of the issued and unissued Silver Shares as “Class A common shares without par value”, and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the “Silver Class A Shares”; and
(ii) creating a new class consisting of an unlimited number of “Common Shares without par value”, with terms and special rights and restrictions identical to those of the Silver Shares immediately prior to the Effective Time, being the New Silver Shares.
(c) Silver’s Notice of Articles will be amended to reflect the alterations in Section 3.1(b) 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 equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection.
(b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00.
(c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof.
(d) The Company Each Silver Option then outstanding to acquire one Silver Share will add be transferred and exchanged for one Silver Replacement Option to the stated capital account maintained by it for the acquire one New Common Shares Silver Share having an amount exercise price equal to the amount by which the PUC product of the Common Sharesexercise price of the Silver Option in effect immediately prior to the Effective Time, multiplied by the fair market value of a New Silver Share at the Effective Time, divided by the total of the fair market value of a New Silver Share and the fair market value of 1/5 of one SpinCo Share at the Effective Time; provided that the aforesaid exercise price will be adjusted to the extent, if any, required to ensure that the In the Money Amount of the Silver Replacement Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange, exceeds the stated capital account exchange of the Class 1 Reorganization Shares, as determined aboveSilver Option so exchanged. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Silver Options. All dollar amounts used in or resulting from any calculation on the exercise price of the Silver Replacement Option will be rounded to the nearest one-tenth of a cent.
(e) The amounts Each Silver Warrant then outstanding will be deemed to be added amended to entitle the Silver Warrantholder to receive, upon due exercise of the Silver Warrant, for the exercise price in effect immediately prior to the stated capital accounts maintained by the Company Effective Time:
(i) one New Silver Share for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC each Silver Share that was issuable upon due exercise of the Common Shares at Silver Warrant immediately prior to the time Effective Time; and
(ii) 1/5 of one SpinCo Share for each Silver Share that was issuable upon due exercise of the exchangeSilver Warrant immediately prior to the Effective Time.
(f) Each Shareholder Silver Class A Share outstanding on the Share Distribution Record Date will cease to be exchanged for: (i) one New Silver Share; and (ii) 1/5 of one SpinCo Share, the holder holders of the Common Silver Class A Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder or person, as applicable. The name of such Shareholder will be removed from the central securities register of Silver as the holders of Common Shares with respect to the Common Shares so exchanged such and the name of such Shareholder or person, as applicable, will be added to the registers central securities register of Silver as the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Silver Shares that they have received on the exchange set forth in this Section 3.1(f), and Class 1 Reorganization Shares, respectively, so issued to such Shareholder or person.
4.1.3 No share certificate representing the Class 1 Reorganization SpinCo Shares issued pursuant to 4.1.2 will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant transferred to the Arrangement, and no share certificates and/or DRSs representing such New Common then holders of the Silver Class A Shares will be registered in the name of the former holders of the Silver Class A Shares and Silver will provide SpinCo and its registrar and transfer agent notice to make the appropriate entries in the central securities register of SpinCo.
(g) All of the issued Silver Class A Shares will be cancelled with the appropriate entries being made in the central securities register of Silver, and the aggregate legal stated capital and paid-up capital (as that term is used for purposes of the Tax Act) of the New Silver Shares will be equal to that of the Silver Shares immediately prior to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares.
4.1.4 The Common Shares exchanged for New Common Shares and/or Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled.
4.1.5 Each Shareholder or person who was a holder of Common Shares at the Share Distribution Date will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such transfer:
(a) The issue price for each Newco Common Share will be an amount equal to Time less the fair market value of the fractional SpinCo Shares distributed on the exchange of Silver Class 1 Reorganization Share for which it was issued as considerationA Shares pursuant to Section 3.1(f) of this Plan of Arrangement.
(bh) Each holder The Silver Class A Shares, none of Class 1 Reorganization Shares so transferred will cease to be the holder of the Class 1 Reorganization Shares so transferred and will become the holder of Newco Common Shares issued to such holder. The name of such holder which will be removed from issued or outstanding once the register steps in Sections 3.1(f) to 3.1(g) of holders this Plan of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so transferred and Arrangement are completed, will be added to the register of holders of Newco Common Shares as the holder of the number of Newco Common Shares so issued to such holder, and Newco will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so transferred to Newco.
4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the redeemed Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption.
4.1.7 All other holders of Class 1 Reorganization Shares who were not holders of Common Shares as of the Share Distribution Record Date shall be deemed to have surrendered such shares back to PT for cancellation, and such shares shall be cancelled and the name authorized share structure of such holders removed from any registry of Silver will be changed by eliminating the Silver Class 1 Reorganization A Shares.
4.1.8 (i) The Arrangement shall become effective Notice of Articles of Silver will be amended to reflect the alterations in accordance with the terms Section 3.1(h) of the this Plan of Arrangement on the Effective DateArrangement.
Appears in 1 contract
Samples: Arrangement Agreement
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 SharesShare, 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 equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection.
(b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00.
(c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof.
(d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above.
(e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange.
(f) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder or person, as applicableShareholder. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and the name of such Shareholder or person, as applicable, will be added to the registers of the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Shares and Class 1 Reorganization Shares, respectively, so issued to such Shareholder or personShareholder.
4.1.3 No share certificate representing the Class 1 Reorganization Shares issued pursuant to 4.1.2 will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares.
4.1.4 The Common Shares exchanged for New Common Shares and/or and Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled.
4.1.5 Each Shareholder or person who was a holder of Common Shares at the Share Distribution Date will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer:
(a) The issue price for each Newco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration.
(b) Each holder of Class 1 Reorganization Shares so transferred will cease to be the holder of the Class 1 Reorganization Shares so transferred and will become the holder of Newco Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so transferred and will be added to the register of holders of Newco Common Shares as the holder of the number of Newco Common Shares so issued to such holder, and Newco will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so transferred to Newco.
4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the redeemed Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption.
4.1.7 All other holders of Class 1 Reorganization Shares who were not holders of Common Shares as of the Share Distribution Record Date shall be deemed to have surrendered such shares back to PT for cancellation, and such shares shall be cancelled and the name of such holders removed from any registry of the Class 1 Reorganization Shares.
4.1.8 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.
Appears in 1 contract
Samples: Arrangement Agreement
The Arrangement. On Commencing at the Effective DateTime, the following will occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of PT Bearing or of NewcoLions Bay, but subject to the provisions of section 5 of this Plan of ArrangementArticle 5:
4.1.1 The articles and notice (a) each Common Share outstanding in respect of articles of PT which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a “Dissent Share”) will be amendeddirectly transferred and assigned by such Dissenting Shareholder to Bearing, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as applicable, Shareholders other than the right to authorize PT to issue an unlimited number of New be paid the fair value for their Common Shares by Bearing;
(to b) the authorized share structure of Bearing will be designated as “New altered by:
(i) renaming and redesignating all of the issued and unissued 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 A common shares without par value” and varying the special rights and restrictions substantially attached to those shares to provide the holders thereof with two votes in respect of each share held, being the form as set out in Exhibit 2 “Class A Shares”; and
(ii) creating a new class consisting of an unlimited number of “common shares without par value” with terms and special rights and restrictions identical to those of the Common Shares immediately prior to the Arrangement Agreement attached hereto.Effective Time, being the “New Common Shares”;
4.1.2 Each issued and (c) Bearing’s Notice of Articles will be amended to reflect the alterations in Section 3.1(b);
(d) each Option then outstanding to acquire one Common Share held by holders of Common Shares, except those referred to in section 5.1, will be exchanged for one Replacement Option to acquire one New Common Share having the same exercise price, expiry date, vesting conditions and one Class 1 Reorganization Share, with (i) those who were a holder of Common Shares other terms and conditions 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:Option;
(ae) The issue price for each Class 1 Reorganization Share will be an amount equal Warrant then outstanding to the fair market value, as determined by the Directors, of acquire one Class 1 Reorganization Share immediately following the exchange provided for in this subsection.
(b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00.
(c) The issue price for each New Common Share will be an amount equal exchanged for one Replacement Warrant to the difference between (i) the fair market value for the acquire one New Common Share for which it washaving the same exercise price, in partexpiry date, exchanged immediately prior thereto vesting conditions and (ii) other terms and conditions as the amount determined in section 4.1.2(a) hereof.
(d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above.
(e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Common Shares at the time of the exchange.Warrant;
(f) Each Shareholder each issued and outstanding Class A Share outstanding on the Distribution Record Date will cease to be exchanged for:
(i) one New Common Share; and
(ii) 0.049921 of a Spin-Out Share, and the holder holders of the Common Class A Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued to such Shareholder or person, as applicable. The name of such Shareholder will be removed from the central securities register of Bearing as the holders of Common Shares with respect to the Common Shares so exchanged such and the name of such Shareholder or person, as applicable, will be added to the registers central securities register of Bearing as the holders of New Common Shares and Class 1 Reorganization Shares as the holder of the number of New Common Shares that they have received on the exchange set forth in this Section 3.1(d), and Class 1 Reorganization Shares, respectively, so issued the Spin-Out Shares transferred to such Shareholder or person.
4.1.3 No share certificate representing the then holders of the Class 1 Reorganization A Shares issued pursuant to 4.1.2 will be issued. The New Common registered in the name of the former holders of the Class A Shares and Bearing will provide Lions Bay and its registrar and transfer agent notice to be make the appropriate entries in the central securities register of Lions Bay;
(g) all of the issued pursuant to paragraph 4.1.2 Class A Shares will be evidenced by cancelled with the existing share certificates and/or direct registration statements (“DRSs”) appropriate entries being made in the central securities register of Bearing, and the aggregate paid-up capital (as applicablethat term is used for purposes of the Tax Act) representing of the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued equal to that of the Common Shares immediately prior to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares.
4.1.4 The Common Shares exchanged for New Common Shares and/or Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled.
4.1.5 Each Shareholder or person who was a holder of Common Shares at the Share Distribution Date will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely of Newco Common Shares issued by Newco in accordance with the Newco Reorganization Ratio for the Class 1 Reorganization Shares so transferred. In connection with such transfer:
(a) The issue price for each Newco Common Share will be an amount equal to Time less the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration.Spin-Out Shares distributed pursuant to Section 3.1(d);
(bh) Each holder of Class 1 Reorganization Shares so transferred will cease to be the holder of the Class 1 Reorganization Shares so transferred and will become the holder A Shares, none of Newco Common Shares issued to such holder. The name of such holder which will be removed from issued or outstanding once the register of holders of Class 1 Reorganization Shares with respect steps in Section 3.1(e) to the Class 1 Reorganization Shares so transferred and Section 3.1(g) are completed, will be added to the register of holders of Newco Common Shares as the holder of the number of Newco Common Shares so issued to such holder, and Newco will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so transferred to Newco.
4.1.6 All of the Class 1 Reorganization Shares owned by Newco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT to Newco of the Asset Purchase Agreement and the Newco Working Capital and the redeemed Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption.
4.1.7 All other holders of Class 1 Reorganization Shares who were not holders of Common Shares as of the Share Distribution Record Date shall be deemed to have surrendered such shares back to PT for cancellation, and such shares shall be cancelled and the name authorized share structure of such holders removed from any registry of Bearing will be changed by eliminating the Class 1 Reorganization A Shares;
(i) the Notice of Articles of Bearing will be amended to reflect the alterations in Section 3.1(h).
4.1.8 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.
Appears in 1 contract
Samples: Arrangement Agreement
The Arrangement. 4.1 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 37 Cap, Spinco1 or of NewcoSpinco2, but subject to the provisions of section 5 of this Plan of Arrangement:
4.1.1 Article 5: The articles and notice of articles of PT 37 Cap will be amended, as applicable, amended to authorize PT 37 Cap to issue an unlimited number of Common Shares (to be re-designated as “Pre-arrangement common shares” in the amended articles), 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 articles), an unlimited number of Class 2 Reorganization Shares (to be designated as “Class 2 Reorganization Shares” in the amended articles), and an unlimited number of preferred shares (to be designated as applicable) “Preferred Shares” in the amended articles, 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 4.2 Each issued and outstanding Common Share held by holders of Common SharesShare, except those referred to in section 5.15, will be exchanged for one New Common Share, one Class 1 Reorganization Share and one Class 1 2 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 equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection.
(b) The Company will add to the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00the amount of the Spinco1 Working Capital.
(c) The issue price for each Class 2 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of one Class 2 Reorganization Share immediately following the exchange provided for in this subsection.
(d) The Company will add to the stated capital account maintained by it for the Class 2 Reorganization Shares the lesser of the issue price and the amount of the Spinco2 Working Capital.
(e) The issue price for each New Common Share will be an amount equal to the difference between between
(i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and thereto; and
(ii) the amount determined in section 4.1.2(asections 4.2(a) and 4.2(c) hereof.
(df) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares and Class 2 Reorganization Shares, as determined above.
(eg) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares, Class 1 Reorganization Shares and Class 1 2 Reorganization Shares shall, notwithstanding paragraph 4.1.2(bparagraphs 4.2(b) and 4.2(d) above, not exceed the PUC of the Common Shares at the time of the exchange.
(fh) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares, Class 1 Reorganization Shares and Class 1 2 Reorganization Shares issued to such Shareholder or person, as applicableShareholder. The name of such Shareholder will be removed from the register of holders of Common Shares with respect to the Common Shares so exchanged and the name of such Shareholder or person, as applicable, will be added to the registers of the holders of New Common Shares, Class 1 Reorganization Shares and Class 1 2 Reorganization Shares as the holder of the number of New Common Shares, Class 1 Reorganization Shares and Class 1 2 Reorganization Shares, respectively, so issued to such Shareholder or personShareholder.
4.1.3 4.3 No share certificate representing the Class 1 Reorganization Shares and Class 2 Reorganization Shares issued pursuant to 4.1.2 4.2(a) and 4.2(c) will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2 4.2(e) will be evidenced by the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares.
4.1.4 4.4 The Common Shares exchanged for New Common Shares and/or Shares, Class 1 Reorganization Shares and Class 2 Reorganization Shares pursuant to section 4.1.2 4.2 will be cancelled.
4.1.5 4.5 Each Shareholder or person who was a holder of Common Shares at the Share Distribution Date will sell and transfer all of its Class 1 Reorganization Shares to Newco Spinco1 for consideration consisting solely of Newco Spinco1 Common Shares issued by Newco in accordance with the Newco Reorganization Ratio Spinco1 on a one-for-one basis for the Class 1 Reorganization Shares so transferred. In connection with such sale and transfer:
(a) The issue price for each Newco Spinco1 Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration.
(b) Each holder of Class 1 Reorganization Shares so transferred sold will cease to be the holder of the Class 1 Reorganization Shares so sold and transferred and will become the holder of Newco Spinco1 Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so sold and transferred and will be added to the register of holders of Newco Spinco1 Common Shares as the holder of the number of Newco Spinco1 Common Shares so issued to such holder, and Newco Spinco1 will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Newco Spinco1 will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so sold and transferred to NewcoSpinco1.
4.1.6 4.6 Each Shareholder will sell and transfer all of its Class 2 Reorganization Shares to Spinco2 for consideration consisting solely of Spinco2 Common Shares issued by Spinco2 on a one-for-one basis for the Class 2 Reorganization Shares so transferred. In connection with such sale and transfer:
(a) The issue price for each Spinco2 Common Share will be an amount equal to the fair market value of the Class 2 Reorganization Share for which it was issued as consideration.
(b) Each holder of Class 2 Reorganization Shares so sold will cease to be the holder of the Reorganization Shares so sold and transferred and will become the holder of Spinco2 Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 2 Reorganization Shares with respect to the Class 2 Reorganization Shares so sold and transferred and will be added to the register of holders of Spinco2 Common Shares as the holder of the number of Spinco2 Common Shares so issued to such holder, and Spinco2 will be and will be deemed to be the transferee of Class 2 Reorganization Shares so transferred and the name of Spinco2 will be entered in the register of holders of Class 2 Reorganization Shares as the holder of the number of Class 2 Reorganization Shares so sold and transferred to Spinco2.
4.7 All of the Class 1 Reorganization Shares owned by Newco Spinco1 will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by PT 37 Cap to Newco Spinco1 of the Asset Purchase Agreement and the Newco Spinco1 Working Capital and the redeemed Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption .
4.8 All of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption.
4.1.7 All other holders of Class 1 2 Reorganization Shares who were not holders of Common Shares as owned by Spinco2 will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by 37 Cap to Spinco2 of the Share Distribution Record Date shall be deemed to have surrendered such shares back to PT for cancellation, and such shares shall be cancelled Spinco2 Working Capital and the name of such holders removed from any registry of the Class 1 2 Reorganization SharesShares will be cancelled.
4.1.8 The Arrangement shall become effective in accordance with the terms of the Plan of Arrangement on the Effective Date.
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The Arrangement. On At the Effective DateTime, the following will occur and will be deemed to occur in the following order without any further act or formality notwithstanding anything contained in formality:
(a) the provisions attaching Common Shares held by Dissenting Shareholders shall be deemed to have been transferred to the Company and the Dissenting Shareholders shall cease to have any rights as shareholders of the securities Company other than the right to be paid the fair value of PT or of Newco, but subject to their Common Shares in accordance with Article 4;
(b) the provisions of section 5 of this Plan of Arrangement:
4.1.1 The articles and notice of articles and articles of PT will the Company shall be amendedamended to:
(i) change the designation of the existing “common shares” to “Class A Shares” and to change the rights, privileges, restrictions and conditions attached thereto, whether issued or unissued, so that the rights, privileges, restrictions and conditions attached thereto shall be as applicable, to authorize PT to issue an unlimited number set out in Appendix 1 attached hereto;
(ii) create a new class of New Common Shares (to be shares designated as “common shares” (being the New Common shares”, or with such designation as decided by PT’s boardShares), in the amended articles and/or notice of articles, as applicable) and an unlimited number number, having the rights, privileges, restrictions and conditions set out in Appendix 1 attached hereto; and
(iii) create a new class of Class 1 Reorganization Shares (to be shares designated as “Class 1 Reorganization B Shares”, or with such designation as decided by PT’s boardin an unlimited number, in having the amended articles and/or notice of articlesrights, as applicable) privilege, with the special rights restrictions and restrictions substantially in the form as conditions set out in Exhibit 2 to the Arrangement Agreement Appendix 1 attached hereto.;
4.1.2 Each (c) the Company’s central securities register for the “common shares” shall be redesignated as the central securities register for the renamed and redesignated “Class A Shares”;
(d) each Class A Share issued and outstanding Common Share on the Effective Date (other than shares held by holders of Common Shares, except those referred to in section 5.1, Dissenting Shareholders) will be deemed to be exchanged (without any action on the part of the holder of the Class A Shares) for one New Common Share and one Class 1 Reorganization B Share, with (i) those who were a . No other consideration will be received by any 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 A 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 equal to the fair market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for in this subsection.
(b) The Company will add to not file a joint election under subsection 85(1) of the Tax Act with any holder of Class A Shares in respect of this share exchange. The aggregate stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issue price thereof and $1.00.
(c) The issue price for each New Common Share will be an amount equal to the difference between (i) the fair market value for the Common Share for which it was, in part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof.
(d) The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares, as determined above.
(e) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization B Shares shall, notwithstanding paragraph 4.1.2(b) above, will not exceed the PUC paid-up capital of the Class A Shares immediately before the exchange and will be determined based on the proportion that the fair market value of the New Common Shares at or the time Class B Shares, as the case may be, is of the fair market value of all New Common Shares and Class B Shares issued on the exchange.
(f) . Each Shareholder will shall be deemed to cease to be the holder of the Common Class A Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued exchanged, shall cease to such Shareholder or person, as applicable. The name of such Shareholder will be removed from the register of holders of Common Shares have any rights with respect to the Common Shares so exchanged and the name of such Shareholder or person, as applicable, will be added to the registers of the holders of New Common Class A Shares and Class 1 Reorganization Shares as shall be deemed to be the holder of the number of New Common Shares and Class 1 Reorganization B Shares issued to such Shareholder. The name of such Shareholder shall be removed from the central securities register for Class A Shares in respect of the Class A Shares so exchanged and shall be added to the central securities register of the New Common Shares and the Class B Shares, respectively, so issued to such Shareholder or person.
4.1.3 No share certificate representing Shareholder; each holder of the Class 1 Reorganization A Shares issued pursuant thereof shall be deemed to 4.1.2 will be issued. The have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such shares as described above;
(e) the Class A Shares, which were exchanged for the New Common Shares to and the Class B Shares, shall be issued pursuant to cancelled and the appropriate entry shall be made in the Company’s central securities registry;
(f) each Optionholder shall be granted a Newco option for every Option held thereby in anticipation of the Newco Option Commitment contemplated in paragraph 4.1.2 (i) below. Each holder of a Newco Option will be evidenced by entitled to receive, upon exercise of the existing share certificates and/or direct registration statements (“DRSs”) (as applicable) representing the Common Shares which will be deemed for all purposes thereafter to be certificates and/or DRSs representing New Common Shares to which the holder is entitled pursuant to the ArrangementNewco Option, and no share certificates and/or DRSs representing such New Common Shares will be issued to the Common Shareholders, subject to any requirements by the Transfer Agent and/or any clearing or depository for securities, such as CDS to change such certificates and/or DRSs with new ones reflecting the issuances contemplated for the Arrangement, in which case the changing of such certificate and/or DRSs may occur after the Effective Date and prior to such change the current (pre-arrangement) certificates and/or DRSs are deemed to be representing the New Common Shares.
4.1.4 The Common Shares exchanged for New Common Shares and/or Class 1 Reorganization Shares pursuant to section 4.1.2 will be cancelled.
4.1.5 Each Shareholder or person who was a holder of Common Shares at the Share Distribution Date will transfer all of its Class 1 Reorganization Shares to Newco for consideration consisting solely that number of Newco Common Shares issued by that is equal to the number of Common Shares that were issuable upon exercise of the related Option immediately prior to the Effective Time, at the Adjusted Exercise Price. Furthermore, each outstanding Option shall be adjusted such that the holder will be entitled to receive, upon exercise of the Option, that number of New Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the Option immediately prior to the Effective Time, at the Adjusted Exercise Price;
(g) each Warrantholder shall be granted a Newco in accordance with Warrant for every Warrant held thereby. Each holder of a Newco Warrant will be entitled to receive, upon exercise of the Newco Reorganization Ratio Warrant, that number of Newco Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the related Warrant immediately prior to the Effective Time, at the Adjusted Exercise Price. Furthermore, each Warrantholder shall be granted a New Warrant in exchange for each Warrant held thereby, each New Warrant entitling the holder to receive, upon exercise of the New Warrant, that number of New Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the related Warrant immediately prior to the Effective Time, at the Adjusted Exercise Price. Save and except as otherwise agreed to by the Company and the Warrantholders, the term to expiry, conditions to and manner of exercising, the status under applicable laws, and all other terms and conditions of the New Warrants and the Newco Warrants will otherwise be unchanged from those contained in or otherwise applicable to the related Warrant;
(h) each holder of Class B Shares will be deemed to transfer, with good and marketable title free and clear of all encumbrances, all such shares to Newco and shall cease to have any rights with respect to such Class B Shares. As consideration for the Class 1 Reorganization B Shares so transferredtransferred to it, Newco will issue to each such holder, one Newco Common Share for each Class B Share exchanged by it. Each holder of the Class B Shares thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such shares as described above. Newco will not file a joint election under subsection 85(1) of the Tax Act with any holder of Class B Shares in respect of this share transfer. The stated capital account maintained in respect of the Newco Common Shares shall be increased by an amount equal to the paid-up capital of the transferred Class B Shares. In connection with such sale and transfer:
(a) The issue price for , each Newco Common Share will be an amount equal to the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration.
(b) Each holder of Class 1 Reorganization B Shares so sold and transferred will shall be deemed to cease to be the holder of the Class 1 Reorganization B Shares so sold and transferred and will shall become the holder of the number of Newco Common Shares issued to such holder. The name of such holder will shall be removed from the central securities register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization B Shares in respect of the Class B Shares so sold and transferred and will shall be added to the central securities register of holders of Newco Common Shares as the holder of the number of the Newco Common Shares so issued to such holder, and Newco will shall be and will shall be deemed to be the transferee of the Class 1 Reorganization B Shares so transferred and the name of Newco will shall be entered in the central securities register of holders of the Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization B Shares so sold and transferred to Newco.;
4.1.6 All (i) the Company will be deemed to have sold and transferred the Transferred Assets to Newco in consideration for the Newco Option Commitment and the issuance by Newco of the Class 1 Reorganization Shares owned Newco Preferred Share having a fair market value equal to the fair market value of the Transferred Assets net of the fair market value of the Newco Option Commitment at the moment of transfer. The Company shall be added to the central securities register of Newco in respect of the Newco Preferred Share so issued. The Company shall take all such actions and deliver all such documents as may be required to convey title to the Transferred Assets to Newco. The Company will jointly elect with Newco, in prescribed form and within the time referred to in subsection 85(6) of the Tax Act to have the provisions of subsection 85(1) of the Tax Act apply to the transfer of the Transferred Assets by the Company to Newco. The agreed amount in respect of such transfer will be an amount that will not exceed the fair market value of the Transferred Assets so transferred by the Company and not less than the Company’s cost of the Transferred Assets under the Tax Act. The addition to the stated capital in respect of the Newco Preferred Share issued by Newco as consideration of the transfer of the Transferred Assets will be redeemed the aggregate of the agreed amount under subsection 85(1) in respect of such transfer, less the fair market value of the Newco Option Commitment;
(j) the Company will purchase for their aggregate redemption value and such redemption value will be satisfied cancellation the Class B Shares held by Newco in full consideration for the issuance by the transfer by PT Company to Newco of the Asset Purchase Agreement Company Note having a principal amount and fair market value equal to the Newco Working Capital and the redeemed Class 1 Reorganization Shares will be cancelled. NewCo hereby waives any notice requirements or other formalities associated with the redemption aggregate fair market value of the Class 1 Reorganization Shares, and its entry into this Agreement shall be evidence of its consent to waive any obligations the Company might have to provide notice of redemption or abide by any similar formality with respect to the redemption.
4.1.7 All other holders of Class 1 Reorganization B Shares who were not holders of Common Shares as of the Share Distribution Record Date shall be deemed to have surrendered such shares back to PT purchased for cancellation, and such shares . The repurchased Class B Shares shall be cancelled and the name appropriate entry made on the central securities register for the Class B Shares;
(k) Newco will redeem the Newco Preferred Share held by the Company in consideration for the issuance by Newco to the Company of the Newco Note having a principal amount and fair market value equal to the aggregate fair market value of the Newco Preferred Share so redeemed. The redeemed Newco Preferred Share shall be cancelled and the appropriate entry made on the central securities register for the Newco Preferred Share;
(1) the Company will pay the principal amount of the Company Note by transferring to Newco the Newco Note which will be accepted by Newco as full payment, satisfaction and discharge of Company’s obligation under the Company Note and simultaneously, Newco will pay the principal amount of the Newco Note by transferring to the Company the Company Note which will be accepted by the Company as full payment, satisfaction and discharge of Newco’s obligation under the Newco Note. The Company Note and the Newco Note will both thereupon be cancelled;
(m) Newco shall, pursuant to the post-amble in the definition of “public corporation” in subsection 89(1) of the Tax Act, elect in its return of income for its first taxation year to have been a public corporation from the beginning of such holders removed from any registry year;
(n) the Company’s notice of articles and articles shall be amended to:
(i) cancel the class of shares designated as “Class 1 Reorganization A Shares.
4.1.8 The Arrangement shall become effective ”, none of which will be issued and outstanding at such time in accordance with the terms Plan of Arrangement;
(ii) cancel the class of shares designated as “Class B Shares”, none of which will be issued and outstanding at such time in accordance with the Plan of Arrangement; and
(iii) delete the rights, privileges, restrictions and conditions attached to the New Common Shares as set in Appendix 1 attached to the Plan of Arrangement, whether issued or unissued.
(o) those persons listed in Appendix 2 to the Plan of Arrangement on will be added as directors of Newco; and
(p) the Effective DateBy-laws of Newco will be the By-laws set out in Appendix 3 to this Plan of Arrangement, and such By-laws are hereby deemed to have been confirmed by the shareholders of Newco.
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