Change in Nature of Transaction. (a) In the event that: (i) the Company, with the agreement of Purchaser, determines in its good faith judgment that it is necessary or desirable to proceed with an alternative transaction structure, including, without limitation, a takeover bid or asset purchase, in conjunction with or instead of the Plan; (ii) such alternative transaction provides the same, or better, financial treatment to all affected parties and the financial implications (including tax) for the Consenting Securityholder are the same or better and the alternative transaction is on terms that are not more adverse than those contained in the Arrangement Agreement; and (iii) such alternative transaction is initiated on or before November 30, 2010 (as described in each of the foregoing clauses (i), (ii) and (iii), a “Revised Transaction”), the Consenting Securityholder shall support the completion of the Revised Transaction in the same manner and to the same extent that it has agreed to support the Transaction and the Plan under this Agreement.
(b) In the event of any proposed Revised Transaction, the references in this Agreement to the Transaction shall be deemed to be changed to “Revised Transaction” and all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Revised Transaction.
Change in Nature of Transaction. (a) Each Shareholder irrevocably covenants and agrees in favour of Symmetry and Acquisitionco that if Acquisitionco determines that it is necessary or desirable to proceed with another form of transaction (such as a take-over bid or amalgamation) as a consequence of termination of the Arrangement Agreement, whereby Symmetry or Acquisitionco or any of their Affiliates would acquire the Subject Shares and which would result in the Shareholders obtaining the same cash (or higher) consideration for their Subject Shares (an “Alternative Transaction”), each Shareholder shall (i) support the completion of such Alternative Transaction in the same manner as the Arrangement, including using commercially reasonable efforts to assist Symmetry and Acquisitionco to successfully complete such Alternative Transaction, and (ii) shall not take any actions to impede, delay or compromise the successful completion of such Alternative Transaction.
(b) If an Alternative Transaction involves a meeting or meetings of securityholders of the Company, each Shareholder irrevocably covenants and agrees in favour of Symmetry and Acquisitionco to vote or cause to be voted and cause all acts and things to be done to vote all of the Subject Shares in favour of any matters necessary or ancillary to the completion of the transactions contemplated by such Alternative Transaction, including submitting proxies to vote the Subject Shares at such meeting(s) or adjournment(s) or postponement(s) thereof as Acquisitionco may request.
(c) If an Alternative Transaction involves an offer for the Company Shares, each Shareholder irrevocably covenants and agrees in favour of Symmetry and Acquisitionco to accept such offer and validly deposit or cause to be deposited and cause all acts and things to be done to deposit under such offer all of the Subject Shares, together with a duly completed and executed letter of transmittal (or other appropriate voting instrument) in respect of the Subject Shares.
(d) In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement or the Transaction shall be deemed to refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction, and all references to the Effective Time herein shall refer to the date of closing of the transaction(s) contemplated by the Alternative Tra...
Change in Nature of Transaction. The Shareholder agrees that if Granges and Da Capo mutually agree that it is necessary or desirable to proceed with another form of transaction (an "Alternative Transaction") whereby either Granges or Da Capo or any of their respective affiliates is effectively to acquire 100% of the Common Shares of the other and merge such entities on economic terms (including tax treatment) which, in relation to the Shareholder, are substantially equivalent to or better than those contemplated by the Agreement, and provided that the consideration paid to shareholders of either continues to be satisfied in common shares of the other, the Shareholder will support the completion of such Alternative Transaction in the same manner as the Amalgamation.
Change in Nature of Transaction. If Purchaser and its counsel, and the board of directors of Tribute and its legal and financial advisors, agree that it is desirable to proceed with another form of transaction pursuant to which the Purchaser will acquire, no later than the Outside Date, all or substantially all of the Tribute Shares or assets of Tribute on economic terms (including tax treatment) which, in relation to the Shareholder, are at least equivalent to than those contemplated by the Arrangement (an “Alternative Transaction”) the Shareholder will support the completion of such Alternative Transaction. If any Alternative Transaction involves a meeting or meetings of holders of Tribute Shares, the Shareholder agrees to vote all of the Locked-Up Securities in favour of any matters necessary or ancillary to the completion of the Alternative Transaction. In the event of any proposed Alternative Transaction, the references in this Agreement to the Arrangement shall be deemed to be changed to references to such Alternative Transaction and all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made, mutatis mutandis, in the context of the Alternative Transaction.
Change in Nature of Transaction. (a) In the event that: (i) the Purchaser, with the agreement of Response, determines in its good faith judgment that it is necessary or desirable to proceed with an alternative transaction structure, including, without limitation, a take-over bid or asset purchase, in conjunction with or instead of the Arrangement; and (ii) such alternative transaction provides the same, or better, financial treatment to all affected parties and the financial implications (including tax) for you are the same or better, and the alternative transaction is on terms that are not more adverse than those contained in the Arrangement Agreement (as described in each of the foregoing clauses (i) and (ii), a “Revised Transaction”), you shall support the completion of the Revised Transaction in the same manner and to the same extent that you have agreed to support the Arrangement under this Agreement.
(b) In the event of any proposed Revised Transaction, the references in this Agreement to the Arrangement shall be deemed to be changed to “Revised Transaction” and all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Revised Transaction.
Change in Nature of Transaction. 6.1 If the Parent and its counsel, and management of the Company and its counsel, agree that it is necessary or desirable to proceed with an Alternative Transaction, each Seller will support the completion of such Alternative Transaction.
6.2 If any Alternative Transaction involves a meeting or meetings of the Company shareholders, each Seller agrees to vote and to cause all Subject Company Shares of which the Seller holds voting control to vote in favour of any matters necessary or ancillary to the completion of the transactions contemplated by the Alternative Transaction. Each Seller covenants that in connection with such meeting such Seller shall deliver to the Company no later than five days prior to the date of the meeting a duly executed proxy, which proxy shall be irrevocable, in favour of management of the Company voting in favour of the arrangement.
6.3 In the event of any proposed Alternative Transaction, the references in this Agreement to the Offer shall be deemed to be changed to “Alternative Transaction” and all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction.
6.4 Each Seller covenants that such Seller will not exercise any rights of dissent provided under section 238 of the Business Corporations Act (British Columbia) or otherwise in connection with any Alternative Transaction.
Change in Nature of Transaction. 4.1 If (i) Great Panther concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Transaction (such as a takeover bid or amalgamation) whereby Great Panther and/or its affiliates would effectively acquire all the Shares of the Company on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to the Securityholder that are substantially equivalent to or better than those contemplated by this Agreement and the Arrangement Agreement (any such transaction is referred to as an “Alternative Transaction”), and (ii) the Board recommends that Securityholders approve or support the Alternative Transaction, then the Securityholder agrees to support the completion of the Alternative Transaction in the same manner as the Transaction, including, if necessary, by voting the Locked-Up Securities in favour of a special resolution approving the Alternative Transaction.
Change in Nature of Transaction. (a) The Offeror and the Sellers have determined that it is necessary and desirable to proceed with alternative forms of transactions (the "Alternative Transactions") whereby the Offeror (or an affiliate of the Offeror) is effectively to acquire Common Shares on economic terms which, In relation to the holders of Common Shares, are at least equivalent to the Offer (including from a tax perspective). The description of the steps of the Alternative Transactions and related matters are set out in Schedule C attached hereto. Each Seller agrees to support the completion of the Alternative Transactions as specified in Schedule C.
(b) In the event of any proposed Alternative Transaction, the references in this agreement to the Offer shall be deemed to refer to such Alternative Transaction and all terms, covenants, representations and warranties of this agreement shall be and shall be deemed to have been made in the context of such Alternative Transaction, mutatis mutandis.
Change in Nature of Transaction. Subject to Section 2.9, Furukawa irrevocably covenants and agrees in favour of the Uniphase Parties that if the Uniphase Parties and their counsel and JDS and its counsel mutually agree that it is necessary or desirable to proceed with another form of transaction whereby Uniphase or any of its Affiliates would effectively acquire 100% of the JDS Common Shares on economic terms and other terms and conditions (including, without limitation, tax treatment) and having consequences to Furukawa which, in relation to JDS and Furukawa, in the sole determination of Furukawa acting reasonably, are substantially equivalent to those contemplated by the Merger Agreement (an "Alternative Transaction"), the FCo Group will support the completion of such Alternative Transaction in the same manner as the Arrangement.
Change in Nature of Transaction. Subject to the provisions of section 1.7, the Aspreva Shareholder covenants and agrees in favour of Galenica that if Galenica and Aspreva mutually agree that it is necessary or desirable to proceed with another form of transaction whereby Galenica or any of its affiliates would effectively acquire 100% of the Securities on economic terms and other terms and conditions (including, without limitation, any tax consequences to the Aspreva Shareholder) which, in relation to Aspreva and the Aspreva Shareholder, are no less favourable from a financial point of view and otherwise substantially equivalent to or better than those contemplated by the Combination Agreement (an “Alternative Transaction”), the Aspreva Shareholder will support the completion of such Alternative Transaction in the manner described in section 1.4.
