This excerpt taken from the VRSN 10-K filed Mar 3, 2009.
Arrangement Agreement means the arrangement agreement made as of the 23rd day of January, 2009 between the Company and the Acquiror, as same may be amended, supplemented or restated in accordance with its terms providing for, among other things, the Arrangement;
Arrangement Resolution means the special resolution of the Shareholders, approving the Arrangement, such resolution to be in substantially the form of Exhibit A attached to the Arrangement Agreement;
Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement, to be filed with the Director after the Final Order is made;
Business Day means any day, other than a Saturday, a Sunday and a statutory holiday in Toronto, Ontario, Canada or New York, N.Y., United States of America;
Cash Proceeds per Share shall mean $2.10 cash, subject to adjustment in accordance with Section 2.6;
CBCA means the Canada Business Corporations Act and the regulations made thereunder, as promulgated or amended from time to time;
Certificate means the certificate or other confirmation of filing giving effect to the Arrangement to be issued by the Director pursuant to section 192(7) of the CBCA after the Articles of Arrangement have been filed;
Charter Documents means articles and by-laws and similar constating documents of the Company;
Company means Certicom Corp., a corporation continued under the CBCA;
Court means the Ontario Superior Court of Justice (Commercial List);
Depository means Computershare Trust Company of Canada at its principal office in Toronto, Ontario;
Director means the Director appointed pursuant to Section 260 of the CBCA;
Dissent Rights shall have the meaning ascribed thereto in Section 3.1(a);
Dissenting Shareholder means a Shareholder who has properly and validly dissented in respect of the Arrangement Resolution in strict compliance with the Dissent Rights, who has not withdrawn or been deemed to have withdrawn such dissent and who is ultimately determined to be entitled to be paid the fair value of its Shares, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such Shareholder;
Effective Date means the date upon which the Arrangement becomes effective as established by the date of issue shown on the Certificate;
Effective Time means the first moment in time in Toronto on the Effective Date;
Final Order means the order of the Court approving the Arrangement as such order may be amended by the Court (with the consent of the Company and the Acquiror, each acting reasonably) at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended (provided that any such amendment shall be acceptable to the Acquiror and the Company, each acting reasonably) on appeal;
Governmental Entity means any (a) multinational, federal, provincial, territorial, state, municipal, local or other governmental or public department, central bank, court, commission, commissioner (including the Commissioner of Competition appointed pursuant to the Competition Act (Canada)), tribunal (including the Competition Tribunal established under the Competition Tribunal Act (Canada)), board, bureau, agency or instrumentality, domestic or foreign, (b) any subdivision or authority of any of the foregoing, (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above, or (d) stock exchange, automated quotation system, self regulatory authority or securities regulatory authority, including, without limitation, the TSX;
Interim Order means the interim order of the Court, as the same may be amended by the Court (with the consent of the Company and the Acquiror, each acting reasonably), made in connection with the Arrangement following the application therefor contemplated by the Arrangement Agreement;
Law means any federal, state, provincial or local, domestic or foreign, statute, law, code, ordinance, rule or regulation of any Governmental Entity;
Letter of Transmittal means a letter of transmittal to be forwarded or made available by the Company to Shareholders, in a form acceptable to the Acquiror, acting reasonably, for use by such Shareholders in connection with the Arrangement as contemplated herein;
Liens means any pledges, claims, liens, charges, options, hypothecs, mortgages, security interests, restrictions, adverse rights or any other encumbrances of any kind or nature whatsoever;
Notice of Dissent means a written notice provided by a Shareholder to the Company setting forth such Shareholders objection to the Arrangement Resolution and exercise of Dissent Rights;
Option Consideration means the aggregate cash payable by the Company pursuant to Section 2.2(3);
Optionholders means the holders of Options;
Options means any existing right or option to purchase Shares outstanding under the Stock Option Plans;
Person includes an individual, limited or general partnership, limited liability company, limited liability partnership, joint venture, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;
Plan of Arrangement means this plan of arrangement, and references to Article or Section mean the specified Article or Section of this Plan of Arrangement;
Proxy Circular means the management information circular of the Company dated ·, 2009 sent to Shareholders in connection with the Special Meeting, including the schedules and appendices thereto and all amendments, revisions, supplements and updates from time to time made thereto;
Purchase Price shall have the meaning ascribed thereto in Section 2.4;
Shareholder Rights Plan means the Shareholder Rights Plan Agreement adopted on September 22, 1997 and amended and restated on October 8, 2003 and ratified and reconfirmed as of September 21, 2006 between the Company and Computershare Trust Company of Canada, as amended from time to time;
Shareholders means, at any time and unless the context otherwise requires, the registered holders of Shares at such time;
Shares means the issued and outstanding common shares in the capital of the Company (including common shares issued upon the exercise of Options) and shall include any shares into which the Shares may be reclassified, subdivided, consolidated or converted and any rights or benefits arising therefrom including any extraordinary distribution of securities which may be declared in respect of the Shares (except in accordance with this Plan of Arrangement);
Special Meeting means the special meeting of the Shareholders (including any adjournments or postponements thereof) to be held to consider, among other things, the Arrangement Resolution;
SRP Rights means the rights issued pursuant to the Shareholder Rights Plan;
Stock Option Plans means the 1997 Stock Option Plan, as amended as of October 19, 2000 and September 20, 2007, of Certicom, the March 25, 2000 U.S. Stock Option Plan, as amended as of September 20, 2007, of Certicom, and the 2000 Directors Incentive Plan of Certicom, collectively; and
TSX means Toronto Stock Exchange.
In this Plan of Arrangement, unless the context otherwise requires, words importing the singular number include the plural and vice versa, and words importing any gender include all genders.
The division of this Plan of Arrangement into Articles, Sections and other parts and the insertion of headings are for convenience only and shall not affect the construction or interpretation of this Plan of Arrangement.
All times expressed herein or in any Letter of Transmittal are local time (Toronto, Ontario) unless otherwise stipulated herein or therein.
All references to currency in this Plan of Arrangement are to Canadian dollars, being lawful money of Canada, unless otherwise specified.
Unless otherwise expressly provided herein, any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulations.