Common use of Change in Nature of Transaction Clause in Contracts

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.

Appears in 3 contracts

Samples: Support Agreement (Aralez Pharmaceuticals Inc.), Support Agreement (Aralez Pharmaceuticals Inc.), Support Agreement (Aralez Pharmaceuticals Inc.)

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Change in Nature of Transaction. (a) If Purchaser Stornoway and its counsel, and the board of directors of Tribute Diaquem and its legal and financial advisors, agree that it is desirable to proceed with another form of transaction pursuant to which Stornoway will acquire the Purchaser will acquire, Acquired Interest (as defined in the Acquisition and Exchange Agreement) and which is otherwise on terms and conditions no later more onerous to Stornoway than the Outside DateTransaction, all or substantially all of as contemplated in 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 Acquisition and Exchange Agreement (an “Alternative Transaction”) the Shareholder will support the completion of such Alternative Transaction. . (b) If any Alternative Transaction involves a meeting or meetings of holders of Tribute Stornoway Shares, the Shareholder agrees to vote all of the its Locked-Up Securities in favour of any matters necessary or ancillary to the completion of the Alternative Transaction. . (c) In the event of any proposed Alternative Transaction, the references in this Agreement to the Arrangement Transaction 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.

Appears in 1 contract

Samples: Voting Agreement

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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.

Appears in 1 contract

Samples: Support Agreement (Tribute Pharmaceuticals Canada Inc.)

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