Examples of New Orezone in a sentence
The Depositary will forward to each Orezone Shareholder, at the address of such Orezone Shareholder as it appears on the register for Orezone Shares, a Letter of Transmittal and instructions for obtaining delivery of the certificates representing the New Orezone Shares and the IAMGOLD Shares allotted and issued to such Orezone Shareholder pursuant to the Arrangement.
IAMGOLD, Orezone, New Orezone and the Depositary shall be entitled to deduct and withhold from all dividends or other distributions otherwise payable to any Orezone Shareholder such amounts as IAMGOLD, Orezone, New Orezone or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax law, in each case, as amended.
At the Effective Time, the Arrangement shall be binding upon IAMGOLD, IAMGOLD Subco, IAMGOLD Amalco, Orezone, New Orezone and the Orezone Shareholders.
Any certificate formerly representing Orezone Shares that is not deposited, with all other documents as provided in this section 5 on or before the sixth anniversary of the Effective Date, shall cease to represent any claim or interest of any kind or nature against IAMGOLD, Orezone, New Orezone or the Depositary.
As of the date of this Agreement (i) there was one New Orezone Share outstanding, and (ii) there were no New Orezone Shares reserved for issue pursuant to any convertible securities of New Orezone or any other rights to acquire New Orezone Shares.
The New Orezone Shares to be issued to Orezone and distributed to Orezone Shareholders pursuant to the Plan of Arrangement will be issued as fully paid and non-assessable shares, free and clear of any Encumbrances.
None of Orezone, New Orezone or any of the Orezone Subsidiaries has sought protection under the Bankruptcy and Insolvency Act (Canada) or the Company Creditors Arrangement Act (Canada).
The execution and delivery of this Agreement by each of Orezone and New Orezone and the completion by each of Orezone and New Orezone of the transactions contemplated by this Agreement have been authorized by the directors of each of Orezone and New Orezone and no other corporate proceedings on the part of Orezone or New Orezone are necessary to authorize this Agreement or to complete the transactions contemplated hereby.
Each of Orezone and New Orezone has all necessary power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Orezone and New Orezone as contemplated by this Agreement, and to perform its respective obligations hereunder and under such other agreements and instruments.
The corporate records and minute books of each of Orezone, New Orezone and the Orezone Subsidiaries have been maintained in accordance with all Applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Orezone or the Orezone Subsidiaries.