Arrangement Resolution means the special resolution of the Company Shareholders approving this Plan of Arrangement to be considered at the Company Meeting.
Supplemental Resolution means any resolution or resolutions of the Trust amending, modifying or supplementing this Bond Resolution, authorizing the issuance of a Series of Refunding Bonds, or any other Supplemental Resolution adopted by the Trust pursuant to the provisions of this Bond Resolution.
Plan of Arrangement means the plan of arrangement, substantially in the form set out in Schedule A, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.
Support Agreement has the meaning set forth in the Recitals.
Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;
unanimous resolution means, subject to subsection (3), a resolution-
Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;
Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Support Agreements has the meaning set forth in the Recitals.
Acquisition Agreements has the meaning specified in the Recitals.
Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;
Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.
Community Charter means the Community Charter, S.B.C. 2003, c. 26, as may be amended or replaced from time to time;
Reorganization Agreement has the meaning set forth in the recitals.
Master Resolution means the Amended and Restated Master Resolution Establishing The University of Texas System Revenue Financing System adopted by the Board on February 14, 1991, as amended on October 8, 1993, and August 14, 1997.
Access Arrangement means an arrangement for access to a Covered Pipeline that has been approved by the Relevant Regulator.
Merger Agreement has the meaning set forth in the Recitals.
Amended Articles means the amended articles of JMB, reflecting the alterations to the Original Articles as provided for in the Plan, substantially in the form attached as Schedule “A” to the Plan;
Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.
Special Resolution means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.
Scheme of Arrangement means a scheme of arrangement, share for share exchange or analogous procedure.
Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).
Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.
Interlocal Agreement means an agreement entered into under this act.