Transaction Steps. The parties hereby acknowledge that the transactions contemplated by this Agreement involve a series of steps as more fully described in the Recitals to this Agreement and as set forth in Exhibit A hereto, and represent that it is their intention that the various steps set forth in such Recitals be consummated in the sequence set forth therein.
Transaction Steps. After the date of this Agreement, Parent and the Company shall cooperate in good faith to prepare and agree on a mutually acceptable plan of specific transaction steps relating to the Merger and the anticipated timing for completing such transaction steps.
Transaction Steps. 4.1 Scheme
(a) Papillon must propose the Scheme to Papillon Shareholders.
(b) If the Scheme becomes Effective, then on the Implementation Date:
(i) all of the Papillon Shares held by Scheme Participants on the Record Date will be transferred to B2Gold;
(ii) in exchange, each Scheme Participant will receive the Scheme Consideration for each Papillon Share held by them at the Record Date; and
(iii) B2Gold will ensure that each holder of Papillon Options that has agreed to the cancellation of his or her Papillon Options will receive the Cancellation Consideration in respect of the Papillon Options held by him or her and that those Papillon Options will be cancelled.
Transaction Steps. 4.1 Scheme
(a) CGA must propose the Scheme to CGA Shareholders.
(b) If the Scheme becomes Effective, then on the Implementation Date:
(i) all of the CGA Shares held by Scheme Participants on the Record Date will be transferred to B2Gold;
(ii) in exchange, each Scheme Participant will be paid the Scheme Consideration for each CGA Share held by them at the Record Date;
(iii) for certainty, the transfer of the CGA Shares by an Eligible Holder in exchange for the Scheme Consideration will occur on a tax-deferred basis pursuant to section 85 of the Canadian Tax Act and any other relevant provincial or territorial legislation; and
(iv) B2Gold will ensure that each holder of CGA Options that has agreed to the cancellation of his or her CGA Options will be paid the Cancellation Consideration in respect of the CGA Options held by him or her and that those CGA Options will be cancelled.
Transaction Steps. Section 1.1.............................................2
Transaction Steps. (a) Pursuant to the Plan of Arrangement, and subject to the terms and conditions of this Agreement and the Plan of Arrangement:
(i) At the Effective Time, each of Adenyo and its direct or indirect wholly owned subsidiaries Adenyo Telecom Mobile Inc. (“Adenyo Telecom”), Adenyo International Inc. (“Adenyo International”), Adenyo Corp. (“Adenyo Subsidiary”), BrainTrain Inc. (“BrainTrain”) and Generation 5 Mathematical Technologies Inc. (“Generation 5”) shall amalgamate and shall continue as one corporation under the CBCA on the following terms and conditions, without any further act or formality:
(A) the name of Amalco shall be 7539088 Canada Inc.;
(B) the registered office of Amalco shall be located at 000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx, X0X 0X0, c/o LaBarge Xxxxxxxxx Professional Corporation;
(C) the authorized share capital of Amalco shall consist of an unlimited number of common shares (“Amalco Shares”), with the rights, privileges, restrictions and conditions set forth in the Articles, and at the Effective Time without any further act or formality:
(1) each issued and outstanding Adenyo Share at the Effective Date shall be exchanged for one (1) Amalco Share;
(2) the shares of Adenyo Telecom, Adenyo International, Adenyo Subsidiary, BrainTrain and Generation 5 shall be cancelled without any repayment of capital in respect thereof; and
(3) the stated capital of the Amalco Shares shall be equal to the stated capital of the Adenyo Shares; and
(D) except as set forth herein, the articles of amalgamation of Amalco shall be the same as the Articles;
(ii) At two minutes after the Effective Time:
Transaction Steps. (a) Pursuant to this Plan of Arrangement, and subject to the terms and conditions of the Arrangement Agreement and this Plan of Arrangement:
Transaction Steps. (a) At the Effective Time the following transaction steps shall occur and be deemed to occur in the following order, and for greater certainty none of the following steps shall be deemed to occur unless all such steps shall have occurred and been completed:
(i) The Liquidity and Exchange Agreement shall be terminated.
(ii) The Securityholders’ Agreement shall be terminated.
(iii) The Limited Partnership Agreement shall be amended to provide for the income allocation described in Section 2.2.
(iv) Any other amendments to the Fund Material Documents or other agreements as contemplated by Section 4.3 shall be made.
(v) Limited Partnership shall distribute in cash to Trust: (A) an amount equal to the Monthly Distribution, if any, for the month ending prior to the Closing Date, if such Monthly Distribution remains unpaid as of the Closing Date, multiplied by the number of Units outstanding on the record date for such Monthly Distribution (the “Final Monthly Distribution”); (B) the Expense Distribution; and (C) the Stub Period Distribution, if any, multiplied by the number of Units outstanding at the Effective Time (the “Total Stub Period Distribution”).
(vi) Limited Partnership shall purchase for cancellation all of the issued and outstanding Class A LP Units and Class B LP Units, if any, held by Trust for an aggregate purchase price in cash equal to the LP Unit Consideration. For greater certainty, following such purchase, Trust shall cease to have any further right to receive any declared and unpaid distributions on the Class A LP Units or Class B LP Units.
(vii) General Partner shall purchase for cancellation all of the issued and outstanding GP Shares held by Fund for an aggregate purchase price in cash of $30.00.
(viii) Trust shall pay a cash distribution to Fund equal to the amount, if any, by which the aggregate of the: (A) Final Monthly Distribution (if any); (B) Expense Distribution; and (C) Total Stub Period Distribution (if any) exceeds the interest payable under the Trust Notes for the: (x) month ending prior to the Closing Date; and (y) month in which the Closing Date occurs.
(ix) Trust shall purchase for cancellation all of the aggregate principal amount of the Trust Notes held by Fund for an aggregate redemption price in cash equal to the then outstanding aggregate principal amount of Trust Notes, plus accrued and unpaid interest to the Closing Date (the “Trust Note Consideration”).
(x) Trust shall redeem and cancel all of the issued and outstand...
Transaction Steps. The Restructuring will be carried out in accordance with the Arrangement Agreement. As part of the Restructuring, the following shall occur and be deemed to occur without further act or formality in the following order as at 12:01 a.m. on the date of the issuance of a certificate and articles of arrangement by the Ontario Ministry of Consumer and Business Affairs (the "Effective Time"):
(a) each ADB Common Share (other than such shares held by dissenting shareholders) shall be and be deemed to be exchanged with New ADB for the sole consideration of one New ADB Common Share;
(b) pursuant to the General Assignment and Assumption Agreement, ADB will transfer all of the ADB Assets to New ADB, some of which will constitute a return of capital and some of which will be in consideration of the assumption of ADB liabilities and New ADB will assume, fulfill and perform all of the ADB Liabilities. The transaction will be approved by the court pursuant to the Bulk Sales Act. Upon such transfer:
(i) New ADB shall be liable for the obligations of ADB (including any obligations that may arise under any permit or agreement) under the ADB Liabilities existing immediately before the Effective Time or that arises after the Effective Time in respect of facts or circumstances in existence immediately prior to the Effective Time;
(ii) New ADB shall be liable for the obligations of ADB to dissenting shareholders of ADB, if any;
(iii) any existing cause of action, claim or liability to prosecution of or affecting ADB shall be assumed by New ADB existing immediately before the Effective Time or that arises after the Effective Time in respect of facts or circumstances in existence immediately prior to the Effective Time;
(iv) a civil, criminal or administrative action or proceeding pending by or against ADB existing immediately before the Effective Time or that arises after the Effective Time in respect of facts or circumstances in existence immediately prior to the Effective Time shall be continued to be prosecuted by or against New ADB;
(v) a conviction against ADB immediately before the Effective Time may be enforced against New ADB or a ruling, order or judgement in favour of or against ADB existing immediately before the Effective Time or that arises Execution Copy after the Effective Time in respect of facts or circumstances in existence immediately prior to the Effective Time shall be enforced by or against New ADB;
(vi) the registered office of New ADB shall be located in ...
Transaction Steps. All Parties agree that the equity transfer transaction steps under this Agreement shall be as follows:
(a) This Agreement shall be signed by all Parties;
(b) The Domestic Shareholder and the Management Shareholder shall each open an interim foreign currency bank account. The Foreign Shareholder shall designate a bank account offshore. Each Seller shall inform Purchaser of the bank account information. Purchaser shall, within 3 Business Days after the Sellers provide the bank accounts numbers, pay to the Sellers, their shares of 20% of the Cash Consideration (the “Advance Payment”). If practical, all Parties agree that the Escrow Amount shall be released from the escrow and used to pay portion or all of the Advance Payment; if the Escrow Amount is not used to make the Advance Payment, then within three Business Days after Purchaser make the Advance Payment, Sellers shall cooperate with Purchaser and return the Escrow Amount to Purchaser.
(c) The Parties shall jointly apply to MOFCOM’s local office, Changsha Bureau of Commerce, and obtain the Amended Certificate of Approval, and take the actions to satisfy the conditions precedent set forth in Article VII, including obtaining the Amended Business License;
(d) Within three Business Days after all the conditions precedent set forth in Article VII are met or duly waived, Purchaser shall pay to Sellers the remaining 80% of the Cash Consideration, and the Parties shall deliver the closing documents in accordance with Section 2.6. Purchaser shall cooperate with Domestic Shareholder and Management Shareholder with their foreign currency registration and foreign currency exchange procedures to complete the currency exchange.
