THE PLAN OF ARRANGEMENT Sample Clauses

THE PLAN OF ARRANGEMENT. 2 1.1 IMPLEMENTATION STEPS BY GLYKO........................................2 1.2 IMPLEMENTATION STEPS BY BIOMARIN AND BIOMARIN NOVA SCOTIA............2 1.3
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THE PLAN OF ARRANGEMENT. 1.1 Implementation Steps by Glyko Glyko covenants in favor of BioMarin and BioMarin Nova Scotia that Glyko shall: (a) as soon as reasonably practicable, apply in a manner acceptable to BioMarin under Section 192 of the CBCA for the Interim Order, and thereafter proceed with and diligently pursue the obtaining of the Interim Order; (b) convene and hold the Glyko Shareholders Meeting for the purpose of considering the Continuance Resolution and the Arrangement Resolution (and for any other proper purpose as may be set out in the notice for such meeting); (c) subject to obtaining such shareholder approval as is required by the CBCA and the Interim Order, diligently pursue the application to the Court for the Final Order; (d) subject to obtaining the Final Order and the satisfaction or waiver of the other conditions herein contained in favor of Glyko, file with the Director Articles of Arrangement and such other documents as may be required in connection therewith under the CBCA to give effect to the Arrangement; and (e) subject to obtaining such shareholder approval as is required by the CBCA, file with the Registrar Articles of Continuance and such other documents as may be required under the BC Act and the CBCA to give effect to the Continuance. 1.2 Implementation Steps by BioMarin and BioMarin Nova Scotia. BioMarin and BioMarin Nova Scotia, as appropriate, jointly and severally covenant in favor of Glyko that BioMarin shall convene and hold the BioMarin Stockholders Meeting for the purpose of considering the approval of the Arrangement including, without limitation, the issuance of BioMarin Common Stock in connection with the Arrangement.
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THE PLAN OF ARRANGEMENT. If CDN2 (or a Permitted Assign) determines not to exercise the Retraction Call Right, the Transfer Agent will notify the undersigned of such fact as soon as possible. This notice of retraction, and the offer to sell the Retracted Shares to CDN2 (or a Permitted Assign), may be withdrawn and revoked by the undersigned only by notice in writing given to CDN2 (or a Permitted Assign), the Company and to the Transfer Agent at any time before the close of business on the business day immediately preceding the Retraction Date. The undersigned acknowledges that if, as a result of solvency provisions of applicable law or otherwise, the Company fails to redeem all Retracted Shares, the undersigned will be deemed to have exercised the Exchange Right (as defined in the Voting and Exchange Trust Agreement) so as to require Parent to purchase the unredeemed Retracted Shares. The undersigned hereby represents and warrants to the Company, CDN2 (and the Permitted Assigns):
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THE PLAN OF ARRANGEMENT. If Xxxxx determines not to exercise the Retraction Call Right, the Corporation will notify the undersigned of such fact as soon as possible. If this notice is not effective pursuant to section 5.1 of the Share Provisions, whether as a result of the postponement of a Retraction Period or otherwise, the offer contained in this notice may be revoked by the undersigned by a further notice in writing addressed to the Corporation and Sonic and delivered to the Transfer Agent.
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THE PLAN OF ARRANGEMENT. 42. The Arrangement is proposed to be carried out pursuant to section 414 of the QBCA. The following steps are required to occur in order for the Arrangement to become effective: (a) the Arrangement Resolution, with or without variation, must be approved by the Shareholders in the manner set forth in the Interim Order. The Arrangement Resolution will be subject to approval by: i. not less than 66 2/3% of the votes cast on the Arrangement Resolution by the Shareholders present virtually or represented by proxy at the Meeting; and ii. a simple majority of the votes cast on the Arrangement Resolution by Shareholders present virtually or represented by proxy at the Meeting, excluding for this purpose any person required to be excluded pursuant to MI 61-101. (b) the Court must grant the Final Order approving the Arrangement; (c) conditions precedent to the Arrangement must be satisfied or, where permitted, waived; and (d) the Articles of Arrangement, prepared in the form prescribed by the QBCA, must be filed with the Enterprise Registrar and a Certificate of Arrangement must be issued by the Enterprise Registrar. 43. In accordance with the terms of the Interim Order sought herein, Shareholders may exercise Dissent Rights in connection with the Arrangement and, if the Arrangement Resolution is passed and the Arrangement becomes effective, such dissenting Shareholders have the right, subject to certain conditions, to have their Shares transferred to the Purchaser against payment by the Purchaser of their fair value. 44. Pursuant to the terms of the Plan of Arrangement, commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence at two-minute intervals without any further authorization, act or formality: (a) each Rolling Share shall be transferred and assigned by the holder thereof to, and acquired by, the Purchaser, in exchange for the applicable Rollover Shares, in accordance with the terms of each applicable Rollover Agreement, and i) in respect of each Rolling Share so transferred and assigned each Rolling Shareholder shall cease to be the holder of such Rolling Share so exchanged and to have any rights as holders of such Rolling Shares other than the right to be issued the applicable Rollover Shares in accordance with the terms of the Rollover Agreement and such holder’s name shall be removed from the Company’s register of holders of Shares at such time; and ii) the Purchaser shall ...
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THE PLAN OF ARRANGEMENT. The Company agrees that it shall, as soon as reasonably practical, apply to the Supreme Court of British Columbia (the "Court") pursuant to Section 252 of the BC Company Act for an interim order in form and substance reasonably satisfactory to both the Company and Parent (the "Interim Order") providing for, among other things, the calling and holding of a special meeting of the shareholders of the Company (the "Company Shareholder Meeting") for the purpose of considering and, if deemed advisable, approving a plan of arrangement involving the Company, BVI, Acquisition Sub and CDN2 substantially in the form attached as Exhibit A (the "Arrangement" or "Plan of Arrangement"), the principal terms of which include: (a) the description and authorization of a class of preferred stock of Acquisition Sub (the "Exchangeable Shares") that will have the rights, privileges and restrictions, and be subject to the conditions, set forth in Appendix A of the Plan of Arrangement; (b) an exchange of shares whereby all outstanding Company Common Shares shall be exchanged for the number of Exchangeable Shares or shares of Parent Common Stock per Company Common Share equal to the quotient (the "Exchange Ratio") of the Aggregate Share Number divided by the aggregate number of Company Common Shares outstanding immediately prior to the Effective Time and Company Common Shares issued or issuable upon exercise or conversion of all unvested and vested Company Options which are not exercised, converted, exchanged or expired as of the Effective Time and all Company Options which the Company has committed to grant but under which the conditions to grant are not fulfilled as of the Effective Time, such Exchangeable Shares to be thereafter exchangeable for Parent Common Stock on a one-for-one basis (subject to certain adjustments pursuant to the Plan of Arrangement), at the option of the holder, during the periods, at the times and subject to the conditions set forth in Article 5 and Appendix A of the Plan of Arrangement; (c) the assumption by Parent of each outstanding Company Option (and the related option plan) and the conversion of each such Company Option into an option (the "Replacement Option") to purchase a number of shares of Parent Common Stock determined by multiplying the number of Company Common Shares subject to such Company Option times the Exchange Ratio (and rounding down to the nearest whole share), each Replacement Option having an exercise price per share equal to the e...
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THE PLAN OF ARRANGEMENT. I.1 IMPLEMENTATION STEPS BY COMPANY. Company covenants in favor of Parent and CanCo that Company shall:
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THE PLAN OF ARRANGEMENT 
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Related to THE PLAN OF ARRANGEMENT

  • Plan of Arrangement (a) As soon as is reasonably practicable, QAT will forthwith file, proceed with and diligently prosecute an application for an Interim Order providing for, among other things, the calling and holding of the QAT Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement Resolution and any other matters to be considered at the QAT Meeting. (b) Provided all necessary approvals for the Arrangement Resolution are obtained from the QAT Shareholders, QAT shall submit the Arrangement to the Court and apply for the Final Order. (c) Upon issuance of the Final Order and subject to the conditions precedent in Article 5, QAT and Newco shall forthwith jointly file the Articles of Arrangement and Articles of Amalgamation and such other documents as may be required to give effect to the Arrangement with the Director pursuant to Section 183 of the OBCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out therein without any further act or formality.

  • Amendments to Plan of Arrangement (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Charter Amendment The Company shall have filed the Charter Amendment with the Secretary of State of the State of Delaware, and such Charter Amendment shall be effective.

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

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