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Share Name | Share Symbol | Market | Type |
---|---|---|---|
EXFO Inc | NASDAQ:EXFO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.245 | 6.24 | 6.26 | 0 | 01:00:00 |
Form 20-F ☑
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Form 40-F □
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Yes □
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No ☑
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EXFO INC.
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By: /s/ Benoit Ringuette
Name: Benoit Ringuette
Title: General Counsel and Corporate Secretary
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BETWEEN:
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11172239 CANADA INC., a
corporation incorporated under the federal laws of Canada; (the “Purchaser”)
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AND:
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G. LAMONDE INVESTISSEMENTS
FINANCIERS INC., a corporation incorporated under the laws of the province of Quebec; (the “Purchaser Parent”)
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AND:
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EXFO INC., a corporation
incorporated under the federal laws of Canada; (the “Corporation”).
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1
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Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Arrangement Agreement.
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2
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The Parties agree to amend Section 4.1(5) of the Plan of Arrangement attached as Schedule A to the Arrangement Agreement by deleting the words
“third anniversary” and replacing such words by “sixth anniversary”.
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3
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The Parties agree to amend the Plan of Arrangement attached as Schedule A to the Arrangement Agreement by deleting Section 4.2 in its entirety
and replacing it with the following:
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4
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Except for the foregoing amendments, the Parties acknowledge and confirm that the Arrangement Agreement shall remain in full force and effect,
unamended, and, upon the execution of this Second Amending Agreement, the Arrangement Agreement and this Second Amending Agreement shall be deemed to constitute the entire Arrangement Agreement.
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5
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In the event of any inconsistency between the terms of this Second Amending Agreement and the terms of the Arrangement Agreement, the
provisions of this Second Amending Agreement shall prevail.
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6
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This Second Amending Agreement becomes effective only when executed by the Corporation, the Purchaser and the Purchaser Parent. After that
time, it will be binding upon and enure to the benefit of the Corporation, the Purchaser, the Purchaser Parent and their respective successors and permitted assigns.
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7
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Neither this Second Amending Agreement nor any of the rights or obligations under this Second Amending Agreement are assignable or transferable
by any Party without the prior written consent of the other Parties, except that the Purchaser may assign all or any portion of its rights and obligations under this Second Amending Agreement to any of its affiliates, but none of any such
assignments shall (i) relieve the Purchaser of its obligations hereunder, (ii) impair, delay or prevent the satisfaction of any other conditions set forth in this Second Amending Agreement, or (iii) impair, delay or prevent the
consummation of the transactions contemplated by the Arrangement Agreement.
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8
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If any provision of this Second Amending Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of
competent jurisdiction, that provision will be severed from this Second Amending Agreement and the remaining provisions shall remain in full force and effect. 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 Second Amending Agreement so as to effect
the original intent of the Parties.
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9
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This Second Amending Agreement will be governed by, interpreted and enforced in accordance with the Laws of the Province of Québec and the
federal Laws of Canada applicable therein.
|
10
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Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Québec courts situated in the City of Montreal and waives
objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
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11
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The Parties expressly acknowledge that they have requested that this Second Amending Agreement be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente soit rédigé en anglais seulement.
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12
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This Second Amending Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts
taken together shall be deemed to 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 Second Amending Agreement, and such
facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.
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11172239 CANADA INC.
|
|||
Per:
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(s) Germain Lamonde
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||
Name: Germain Lamonde
Title: President
|
|||
|
|||
EXFO INC.
|
|||
Per:
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(s) Benoit Ringuette
|
||
Name: Benoit Ringuette
Title: General Counsel and Corporate Secretary |
|||
|
|||
Per:
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(s) Pierre Plamondon
|
||
Name: Pierre Plamondon
Title: Chief Financial Officer
|
|||
|
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G. LAMONDE INVESTISSEMENTS FINANCIERS INC.
|
|||
Per:
|
(s) Germain Lamonde
|
||
Name: Germain Lamonde
Title: President
|
|||
1 Year EXFO Chart |
1 Month EXFO Chart |
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