Additional Conditions to the Obligations of the Company. The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion: (a) the representations and warranties made by the Buyer in this Agreement shall be true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effect (and, for this purpose, any reference to “material”, “Buyer Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored) and the Buyer shall have provided to the Company a certificate of two senior officers of the Buyer certifying the foregoing dated the Effective Date; (b) the Buyer shall have fulfilled or complied in all material respects with its covenants contained in this Agreement to be fulfilled or complied with by it on or before the Effective Time, except where the failure to fulfill or comply with such covenants would not, individually or in the aggregate, materially impede completion of the Arrangement, and the Buyer shall have provided to the Company a certificate of two senior officers of the Buyer certifying the foregoing dated the Effective Date; (c) there is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to: (i) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on the Buyer’s ability to issue the Consideration Shares or the Buyer Shares to be issued upon the exercise from time to time of the Company Options, the Company Warrants, the Company RSUs and upon the conversion from time to time of the Company Debentures; (ii) impose terms or conditions on the completion of the Arrangement or on the ownership or operation by the Company of the business or assets of the Company, the Buyer and their respective Subsidiaries, affiliates and related entities; (iii) seek to obtain from the Company or the Buyer any material damages directly or indirectly in connection with the Arrangement or the transactions contemplated by this Agreement; or (iv) prevent or materially delay the consummation of the Arrangement. (d) the distribution of the Consideration Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under applicable Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities); (e) the Buyer and the Locked-Up Shareholders shall have entered into the Lock-Up Agreements, which shall not have been terminated in accordance with their respective terms; (f) the Buyer shall have complied with its obligations under Section 2.10 and the Depositary shall have confirmed receipt of the Consideration Shares; (g) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a Buyer Material Adverse Effect; (h) the Buyer and or the Company shall have paid all severance, change of control or similar payments or obligations, either pursuant to contract or applicable Law, owing to: (i) Xxxx Xxxxxxx and Xxxxxxx Xxxxx as set forth in the Company Disclosure Letter; and (ii) to such other directors, officers and employees of the Company that have or will be terminated (as mutually agreed upon by the Buyer and the Company); and (i) the Buyer and Xxx Xxxxxx shall have entered into a support and voting agreement in respect of the election of the Company Nominees to the Buyer Board with a term beginning on the Effective Date and ending upon completion of the Buyer’s next annual general meeting of Buyer Shareholders, which shall not have been terminated in accordance with its terms.
Appears in 2 contracts
Samples: Arrangement Agreement (High Tide Inc.), Arrangement Agreement
Additional Conditions to the Obligations of the Company. The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:
(a) the representations and warranties made by the Buyer Telecure and Acquireco in this Agreement shall be true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effect (and, for this purpose, any reference to “material”, “Buyer Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored) and the Buyer Telecure shall have provided to the Company Company, on behalf of itself and Acquireco, a certificate of two senior officers of the Buyer Telecure certifying the foregoing dated the Effective Date;
(b) the Buyer Telecure and Acquireco shall have fulfilled or complied in all material respects with its each of the covenants of Telecure and Acquireco contained in this Agreement to be fulfilled or complied with by it them on or before prior to the Effective Time, except where the failure to fulfill or comply with such covenants would not, individually or in the aggregate, materially impede completion of the Arrangement, and the Buyer Telecure shall have provided to the Company Company, on behalf of itself and Acquireco, a certificate of two senior officers of the Buyer Telecure certifying the foregoing dated the Effective Date;.
(c) there is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to:
(i) cease trade, enjoin, prohibit, enjoin or prohibit or impose any limitations, damages or conditions on the Buyeron, Telecure or Acquireco’s ability to issue acquire, hold or exercise full rights of ownership over, any Company Shares, including the Consideration Shares or the Buyer Shares right to be issued upon the exercise from time to time of vote the Company Options, the Company Warrants, the Company RSUs and upon the conversion from time to time of the Company DebenturesShares;
(ii) impose terms or conditions on the completion of the Arrangement or on the director or indirect ownership or operation by the Company Telecure of the business or assets of the CompanyTelecure, the Buyer Company and their respective Subsidiaries, affiliates and related entities;
(iii) seek to obtain from the Company or the Buyer any material damages directly or indirectly in connection with the Arrangement or the transactions contemplated by this Agreement; or
(iviii) prevent or materially delay the consummation of the Arrangement.
(d) Telecure shall be the sole registered and beneficial owner of all of the outstanding securities of Acquireco with good and valid title thereto, free and clear of all encumbrances, including pre-emptive rights, rights of first refusal or “put” or “call” rights created by statute, Acquireco’s constating documents or otherwise;
(e) no Person shall have any written or oral agreement, option, warrant, understanding or commitment or any right or privilege (whether by Law, Contract or otherwise) capable of becoming such for the purchase or acquisition of any securities of Acquireco;
(f) Telecure shall have complied with its obligations under Section 2.08;
(g) the Telecure Resolution shall have been approved and adopted by Telecure in accordance with applicable laws, and as applicable, the Interim Order;
(h) legal counsel to Telecure and Acquireco shall have confirmed that all required Regulatory Approvals (including from the Canadian tax authorities) have been received by Telecure and Acquireco;
(i) the distribution of the Consideration Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under applicable Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities);
(ej) between the Buyer date hereof and the Locked-Up Shareholders shall have entered into the Lock-Up AgreementsEffective Time, which shall there will not have been terminated in accordance with their respective terms;
(f) the Buyer shall occurred a Material Adverse Effect or any event, occurrence, circumstance or development that would reasonably be expected to have complied with its obligations under Section 2.10 and the Depositary shall have confirmed receipt of the Consideration Shares;
(g) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a Buyer Material Adverse Effect;
(h) the Buyer and or the Company shall have paid all severance, change of control or similar payments or obligations, either pursuant to contract or applicable Law, owing to: (i) Xxxx Xxxxxxx and Xxxxxxx Xxxxx as set forth in the Company Disclosure Letter; and (ii) to such other directors, officers and employees of the Company that have or will be terminated (as mutually agreed upon by the Buyer and the Company); and
(ik) Company Shareholders will not have exercised Appraisal Rights, or have instituted proceedings to exercise Appraisal Rights, in connection with the Buyer and Xxx Xxxxxx shall have entered into a support and voting agreement in respect of the election Arrangement (other than Company Shareholders representing not more than 5% of the Company Nominees to the Buyer Board with a term beginning on the Effective Date and ending upon completion of the Buyer’s next annual general meeting of Buyer Shareholders, which shall not have been terminated in accordance with its terms.Shares then outstanding);
Appears in 1 contract
Samples: Arrangement Agreement
Additional Conditions to the Obligations of the Company. The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:
(a) the representations and warranties made by the Buyer 142 BC and Acquireco in this Agreement shall be true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Buyer Material Adverse Effect (and, for this purpose, any reference to “"material”", “Buyer "Material Adverse Effect” " or other concepts of materiality in such representations and warranties shall be ignored) and the Buyer 142 BC shall have provided to the Company Company, on behalf of itself and Acquireco, a certificate of two (2) senior officers of the Buyer 142 BC certifying the foregoing dated the Effective Date;
(b) the Buyer 142 BC and Acquireco shall have fulfilled or complied in all material respects with its each of the covenants of 142 BC and Acquireco contained in this Agreement to be fulfilled or complied with by it them on or before prior to the Effective Time, except where the failure to fulfill or comply with such covenants would not, individually or in the aggregate, materially impede completion of the Arrangement, and the Buyer 142 BC shall have provided to the Company Company, on behalf of itself and Acquireco, a certificate of two (2) senior officers of the Buyer 142 BC certifying the foregoing dated the Effective Date;
(c) 142 BC shall have delivered to the Company certificates of good standing (or equivalent) for 142 BC and Acquireco;
(d) there is shall be no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to:
(i) cease trade, enjoin, prohibit, enjoin or prohibit or impose any limitations, damages or conditions on the Buyer’s on, 142 BC or Acquireco's ability to issue acquire, hold or exercise full rights of ownership over, any Company Shares, including the Consideration Shares or the Buyer Shares right to be issued upon the exercise from time to time of vote the Company Options, the Company Warrants, the Company RSUs and upon the conversion from time to time of the Company DebenturesShares;
(ii) impose terms or conditions on the completion of the Arrangement or on the director or indirect ownership or operation by the Company 142 BC of the business or assets of the Company142 BC, the Buyer Company and their respective Subsidiaries, affiliates and related entities;
(iii) seek to obtain from the Company or the Buyer any material damages directly or indirectly in connection with the Arrangement or the transactions contemplated by this Agreement; or
(iviii) prevent or materially delay the consummation of the Arrangement.
(d) the distribution of the Consideration Shares pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under applicable Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities);
(e) 142 BC shall be the Buyer sole registered and beneficial owner of all of the Lockedoutstanding securities of Acquireco with good and valid title thereto, free and clear of all encumbrances, including pre-Up Shareholders shall have entered into the Lock-Up Agreementsemptive rights, which shall not have been terminated in accordance with their respective termsrights of first refusal or "put" or "call" rights created by statute, Acquireco's constating documents or otherwise;
(f) no Person (other than the Buyer Company) shall have any written or oral agreement, option, warrant, understanding or commitment or any right or privilege (whether by Law, Contract or otherwise) capable of becoming such for the purchase or acquisition of any securities of Acquireco;
(g) 142 BC shall have complied with its obligations under Section 2.10 and the Depositary shall have confirmed receipt of the Consideration Shares;
(g) since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a Buyer Material Adverse Effect2.08;
(h) there shall be issued and outstanding, immediately prior to the Buyer Effective Time, no more than 36,071,859 142 BC Shares and or the Company shall have paid all severance, change of control or similar payments or obligations, either pursuant to contract or applicable Law, owing to: (i) Xxxx Xxxxxxx and Xxxxxxx Xxxxx as set forth in the Company Disclosure Letter; and (ii) to such other directors, officers and employees of the Company that have or will be terminated (as mutually agreed upon by the Buyer and the Company)18,091,930 142 BC Warrants; and
(i) between the Buyer date hereof and Xxx Xxxxxx shall the Effective Time, there will not have entered into occurred a support and voting agreement Material Adverse Effect in respect of the election 142 BC or any event, occurrence, circumstance or development that would reasonably be expected to have a Material Adverse Effect in respect of the Company Nominees to the Buyer Board with a term beginning on the Effective Date and ending upon completion of the Buyer’s next annual general meeting of Buyer Shareholders, which shall not have been terminated in accordance with its terms142 BC.
Appears in 1 contract
Samples: Arrangement Agreement
