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If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Arrangement Agreement until the expiration of a period of 10 business days from such notice.

Chapter Eight: A Parade, a Present, and a Pretending

Furthermore, this Section 7. This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms. B after the date hereof, there shall be enacted or made any applicable Law that makes consummation of the Arrangement illegal or otherwise prohibited or enjoins eOne or the Purchaser from consummating the Arrangement and such applicable Law or enjoinment shall have become final and non-appealable; or. C Shareholder Approval shall not have been obtained at the Meeting in accordance with the Interim Order.

B a breach of any representation or warranty or failure to perform any covenant or agreement on the part of eOne set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6. A a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser or Acquireco set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 6. B prior to the Shareholder Approval having been obtained, the Board, in accordance with Section 7.

Notwithstanding the foregoing, nothing in this Section 8. Notwithstanding anything to the contrary in this Agreement, but without limiting the rights of eOne under Section 5. A Section 8. B Section 8. A prior to such termination, a bona fide Acquisition Proposal shall have been proposed, offered or made whether or not withdrawn to eOne or any of its Representatives or publicly announced or otherwise disclosed by any Person other than the Purchaser or any of its affiliates or any Person acting jointly or in concert with the Purchaser or its affiliates or any Person other than the Purchaser or any of its affiliates or any Person acting jointly or in concert with the Purchaser or any of its affiliates shall have publicly announced an intention whether or not conditional to do so; and.

B within 12 months following the date of such termination, i eOne or one or more of its Subsidiaries enters into a definitive acquisition or transaction agreement in respect of an Acquisition Proposal whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in A above , or ii an Acquisition Proposal whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in A above is consummated provided that, for purposes of this Section 8.

Each Party acknowledges that all of the payment amounts set out in this Section 8.

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Each of the Parties irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. Subject in each case to the provisions of the Interim Order, the Plan of Arrangement and applicable Laws:. The Purchaser shall not disclose Transaction Personal Information to any Person other than to its advisors who are evaluating and advising on the transactions contemplated by this Agreement.

If the Purchaser completes the transactions contemplated by this Agreement, the Purchaser shall not, following the Effective Date, without the consent of the individuals to whom such Transaction Personal Information relates or as permitted or required by applicable Law, use or disclose Transaction Personal Information:. The Purchaser shall protect and safeguard the Transaction Personal Information against unauthorized collection, use or disclosure.

The Purchaser shall cause its advisors to observe the terms of this Section 9. If this Agreement shall be terminated, the Purchaser shall promptly deliver to eOne all Transaction Personal Information in its possession or in the possession of any of its advisors, including all copies, reproductions, summaries or extracts thereof, except, unless prohibited by applicable Law, for electronic backup copies made automatically in accordance with the usual backup procedures of the Purchaser.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given and received on the day it is delivered, provided that it is delivered on a business day prior to p. However, if notice is delivered after p. Notice shall be sufficiently given if delivered either in Person, by courier service or other personal method of delivery , or if transmitted by email to the Parties at the following addresses or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions :.

This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of Ontario and the Laws of Canada applicable therein, except that any claim, action, proceeding or investigation against any Designated Financing Sources in its or their capacity as such that is related to this Agreement or the Arrangement shall be interpreted, construed and governed by and in accordance with the law of the State of New York without regard to the conflict of law principles thereof.


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Each of the Parties hereby irrevocably attorns and submits to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising under and in relation to this Agreement and the Arrangement; provided that the Parties, with respect to any claim, action, proceeding or investigation against any Designated Financing Source that is related to this Agreement or the Arrangement irrevocably submit exclusively to the jurisdiction of the courts of any federal court sitting in the Borough of Manhattan in the City of New York or, only if such court lacks subject matter jurisdiction, in any New York State court sitting in the Borough of Manhattan in the City of New York.

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law.

Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at Law or equity to each of the Parties. Time shall be of the essence in this Agreement. This Agreement, the Disclosure Letter, and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof. Except as expressly provided herein including in the proviso to this sentence , this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder; provided, that the provisions of Section 8.

Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned the Parties without the prior written consent of the other Parties, provided that the rights, interests or obligations of Aquireco or any permitted assignee thereof may be assigned to a wholly-owned Subsidiary of the Purchaser if such assignee delivers an instrument in writing confirming that it is bound by and shall perform all of the obligations of the assigning party under this Agreement as if it were an original signatory.

No director or officer of the Purchaser or Acquireco shall have any personal liability whatsoever to eOne under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser or Acquireco. No director or officer of eOne shall have any personal liability whatsoever to the Purchaser or Acquireco under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser or Acquireco.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties. In this Plan of Arrangement, unless the context otherwise requires, capitalized terms used but not defined shall have the meanings ascribed to them below and grammatical variations of such terms shall have corresponding meanings :.

In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the CBCA unless the context otherwise requires.

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The division of this Plan of Arrangement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction, meaning or interpretation of this Plan of Arrangement. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection or paragraph by number or letter or both refer to the Article, Section, subsection, subsection or paragraph, respectively, bearing that designation in this Plan of Arrangement.

Number, Gender and Persons. In this Plan of Arrangement, , unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders and the word person and words importing persons shall include an individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government including any Governmental Entity , syndicate or other entity, whether or not having legal status.

Date for any Action. If the date on which any action is required to be taken hereunder is not a business day, such action shall be required to be taken on the next succeeding day which is a business day. Statutory References. Any reference in this Plan of Arrangement to a statute refers to such statute and all rules and regulations made or promulgated under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise. Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein are local time in Toronto, Ontario unless otherwise stipulated herein.

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. Binding Effect. At the Effective Time, this Plan of Arrangement shall be binding on:.

Effect of the Arrangement. The Articles of Arrangement and the Certificate of Arrangement shall be filed and issued, respectively, with respect to this Arrangement in its entirety. The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in Section 3.

At the Effective Time, except as otherwise noted herein, the following shall occur and shall be deemed to occur sequentially unless otherwise specified , in the following order, without any further act or formality required on the part of any person, in each case, unless otherwise specified, effective as at the Effective Time without any further authorization, act or formality:.

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Rights of Dissent. In no circumstances shall Acquireco, eOne, the Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of those Common Shares in respect of which such rights are sought to be exercised. For greater certainty, in no case shall Acquireco, eOne, the Purchaser or any other Person be required to recognize Dissenting Shareholders as holders of Common Shares after the Effective Time, and the names of such Dissenting Shareholders shall be deleted from the register of Shareholders as of the Effective Time.

Exchange of Certificates for Cash. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Common Shares that were exchanged for cash, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary. The cash deposited with the Depositary shall be held in an interest-bearing account, and any interest earned on such funds shall be for the account of Acquireco.

Until surrendered as contemplated by this Section 5. Any such certificate formerly representing Common Shares not duly surrendered on or before the second anniversary of the Effective Date shall cease to represent a claim by or interest of any Former Shareholder of any kind or nature against or in eOne, Acquireco or the Purchaser. On the second anniversary of the Effective Date, all cash to which such Former Shareholder was entitled shall be deemed to have been surrendered to Acquireco.

On the Effective Date, the Purchaser and Acquireco will direct the Depositary to transfer to eOne the aggregate amount payable to Award Holders in accordance with Section 3. On the Effective Date, eOne shall pay or cause to be paid out of such escrowed amount the amounts, net of applicable withholdings, to be paid to Award Holders on behalf of eOne pursuant to Section 3.

Any payment made by way of cheque by the Depositary on behalf of Acquireco, eOne or the UK SAYE Option Purchaser that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Date, and any right or claim to payment hereunder that remains outstanding on the second anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the consideration for Common Shares, Stock Options,. Lost Certificates. In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were exchanged pursuant to Section 3.

When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary in such sum as the Purchaser may direct, or otherwise indemnify the Purchaser, Acquireco and eOne in a manner satisfactory to the Purchaser, Acquireco and eOne, against any claim that may be made against the Purchaser, Acquireco and eOne with respect to the certificate alleged to have been lost, stolen or destroyed.

Withholding Rights. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Shareholder or holder of Conditional Awards, Stock Options, International SAYE Options or UK SAYE Options in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

The Purchaser, Acquireco and eOne reserve the right to amend, modify 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 or supplement must be agreed to in writing by the Purchaser, Acquireco and eOne and filed with the Court, and, if made following the Meeting, i approved by the Court, and ii if the Court directs, approved by Shareholders and communicated to Shareholders if and as required by the Court, and in either case in the manner required by the Court.

Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement, if agreed to by the Purchaser, Acquireco and eOne, may be proposed by the Purchaser, Acquireco and eOne at any time prior to or at the Meeting, with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Meeting shall become part of this Plan of Arrangement for all purposes. Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Meeting shall be effective only if: i it is agreed to in writing by each of the Purchaser, Acquireco and eOne; ii if required by the Court, by some or all of the Shareholders voting in the manner directed by the Court.

Any amendment, modification or supplement to this Plan of Arrangement may be made by the Purchaser, Acquireco and eOne without the approval of or communication to the Court or the Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, Acquireco and eOne is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any of the Shareholders.

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement. Further Assurances. Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out therein.

The a Arrangement Agreement and transactions contemplated thereby, b actions of the directors of the Corporation in approving the Arrangement Agreement, and c actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto, and causing the performance by the Corporation of its obligations thereunder, are hereby ratified, authorized and approved.

Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered, for filing with the Director under the CBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement and transactions contemplated thereby in accordance with the Arrangement Agreement, such.

Any officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed, under the corporate seal of the Corporation or otherwise, and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

Interpretation Not Affected by Headings. Number and Gender. Accounting Matters. Interim Order. Preparation of Filings. Final Order. Court Proceedings.

Understanding The Agreement Of Sale Part 1 Up To 10 Of The Contract

Articles of Arrangement and Effective Date. Payment of Consideration. Adjustments to Consideration. Announcement and Shareholder Communications. Withholding Taxes. List of Shareholders.