Additional Purchaser Covenants. (1) The Purchaser covenants and agrees that, notwithstanding anything contained in Section 4.1 of the Arrangement Agreement, the Company shall be permitted to cancel up to 3,500,000 New Options and 1,500,000 Floating Options (being the options issued in exchange for 5,000,000 Company Options pursuant the Amended Arrangement) that were previously granted by the Company and may issue new Floating Options to such Persons pursuant to the Amended Equity Incentive Plan, provided that:
(a) such issuance by the Company is in compliance with the policies of the CSE, including the prohibition on granting new stock options to such Persons until 30 days have elapsed from the date of cancellation; and
(b) such issuance shall be counted towards the maximum number of Floating Options that the Company is permitted to issue in accordance with Section 2.2(1)(a)(iii), being 3,700,000.
(2) The Purchaser covenants and agrees that it shall cause the lender for the purposes of the Debenture to advance funds when the conditions to advance have been met from time to time, pursuant to the Debenture.
(3) The Purchaser covenants and agrees that no breach, violation or failure to comply with, the terms of the Debenture shall cause the Company to fail to comply with any of its covenants under the Amendment.
(4) The Purchaser covenants and agrees that, notwithstanding anything contained in Section 4.1 of the Arrangement Agreement or Section 2.5 hereof, the Company Board shall be permitted, in accordance with the terms of the Amended Company Incentive Plan, to accelerate the vesting of up to a maximum of 4,417,225 Company RSUs granted to the Specified Individuals in the event that either (i) the Company terminates the employment of the Specified Individual; or (ii) the Specified Individual resigns from any and all positions with the Company on or after the one year anniversary of the Amendment Date.
(5) The Purchaser covenants and agrees that, during the period from the date of this Amendment until the earlier of the Acquisition Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, in the event that the Purchaser, in accordance with Section 4.6 of the Arrangement Agreement, acquires or conditionally acquires (including when obtaining an option to acquire), whether on terms and conditions similar to the Amended Arrangement or otherwise, any other Person with operations in the United States (unless the operations of such Person are in materi...
Additional Purchaser Covenants. Each Purchaser covenants that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding such Purchaser or such Purchaser's "Plan of Distribution," including, without limitation, the information contained in the Registration Statement Questionnaire attached hereto as Exhibit D relating to such Purchaser. Each Purchaser shall provide the Company in writing with such change or additional information necessary so that the information set forth in the Registration Statement regarding such Purchaser will be true and correct as of the effective date of the Registration Statement and until the Company is no longer required to keep the Registration Statement effective pursuant to Section 6.1(c) of this Agreement.
Additional Purchaser Covenants. Purchaser will take all action ------------------------------ necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Purchaser agrees to cause Merger Sub to vote all shares of Company Common Stock beneficially owned by Merger Sub and any other affiliate holding shares of Company Common Stock, in favor of adoption of this Agreement at the Company Stockholders Meeting, if such meeting is held.
Additional Purchaser Covenants. For the period commencing with the date of this Agreement and terminating on the date six months after the Closing Date, the Purchaser agrees:
(a) not to make a tender offer for additional shares of the Common Stock of the Company or propose any other transaction with respect to the Common Stock of the Company that would constitute a "Rule 13e-3 Transaction" (or "going private transaction") within the meaning of Rule 13e-3 under the Exchange Act, unless a third party unrelated to the Purchaser or any Purchaser Subsidiary or Affiliate makes a tender offer, whereupon the Purchaser shall have a right to make a tender offer;
(b) not to support any proposal by the Company to make a self-tender offer for its Common Stock or other proposed transaction by the Company that would constitute a "Rule 13e-3 Transaction" (or "going private transaction") within the meaning of Rule 13e-3 under the Exchange Act, unless the proposed transaction is approved by a majority of the current directors of the Company who continue to serve as directors after the Closing; and
(c) not to purchase any shares of Company Common Stock in open market purchases or otherwise.
Additional Purchaser Covenants. 40 ARTICLE VII - CONDITIONS PRECEDENT TO THE OBLIGATIONS OF EACH PARTY TO CONSUMMATE THE MERGER 41 Section 7.01. Stockholder Approval................................41 Section 7.02. Absence of Order....................................41 Section 7.03. Regulatory Approvals................................41 Section 7.04. HSR Act.............................................41 Section 7.05. Offer...............................................41 ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER AND MERGER SUB TO CONSUMMATE THE MERGER...........................41 Section 8.01. Delaware Certificates...............................42 Section 8.02. Secretary's Certificates............................42 Section 8.03. Certificate of Merger...............................42 Section 8.04. Covenants ARTICLE IX - CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO CONSUMMATE THE MERGER..........................................42 Section 9.01. Delaware Certificates...............................42 Section 9.02. Secretary's Certificates............................42 Section 9.03. Certificate of Merger...............................42 Section 9.04. Covenants...........................................43
Additional Purchaser Covenants. 17 6.5 Termination............................................................. 17 7. CO-SALE RIGHTS............................................................... 17
Additional Purchaser Covenants. 16 6.5 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . .17 7. Co-Sale Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Additional Purchaser Covenants. 9.1 Newco Obligations 33 9.2 Sale Restrictions 33 9.3 Financing 33 9.4 Parent Guarantee 34
Additional Purchaser Covenants. 9.1 Replacement of Environmental Guarantee and Financial Sureties 56 9.2 Employee Matters 56 9.3 Non-Solicitation of EKATI Secondees 57 9.4 BCDC Obligations 57 9.5 Sale Restrictions 57 9.6 Financing 57 9.7 Parent Guarantee 58
Additional Purchaser Covenants. Purchaser has complied with and, from and after the date hereof and following Closing shall continue to comply with, all requirements of Applicable Canadian Securities Laws in connection with the issuance to Vendor of the Debenture and the Share Consideration including, but not limited to, the filing of a report of exempt distribution and the payment of applicable fees within 10 days from the Closing Date and, in addition from and after the date hereof and following Closing Purchaser shall:
(a) do or cause to be done all things reasonably necessary to preserve and keep in full force and effect the existence and rights of Purchaser;
(b) use reasonable commercial efforts to maintain the listing of its Common Shares and Class B Shares on the TSXV or any other recognized stock exchange and to maintain Purchaser's status as a "reporting issuer" not in default under Applicable Canadian Securities Laws;
(c) duly and punctually pay or cause to be paid to Vendor the principal of, premium and interest accrued on the Debenture on the dates and in the manner mentioned in the Debenture;
(d) reserve and keep available a sufficient number of Common Shares for the purpose of enabling Purchaser to satisfy its obligations to issue Common Shares pursuant to the Debenture and the Class B Shares; and
(e) cause the Common Shares and the certificates representing the Common Shares from time to time issued pursuant to the Debenture and the Class B Shares to be duly issued and delivered as fully paid and non-assessable Common Shares in accordance with the Debenture and the terms of the Class B Shares.
