Common use of Company Approval Clause in Contracts

Company Approval. The Company represents and warrants to the Purchaser, acknowledging that the Purchaser is relying upon such representations and warranties in entering into this Agreement, that the Board has received the Fairness Opinion and, after consultation with its financial advisor and legal counsel, has unanimously determined that (i) the Investment and the transactions contemplated by this Agreement are in the best interests of the Company and fair to the Company Shareholders (other than the Purchaser and its affiliates) and (ii) the Company will recommend that Company Shareholders vote in favour of the Approval Resolution.

Company Approval. The Company represents and warrants to the PurchaserPurchaser that: (a) based in part on the unanimous recommendation of the Company Independent Committee, acknowledging that the Purchaser is relying upon such representations and warranties in entering into this Agreement, that the Company Board has received the Fairness Opinion and, after consultation with its financial advisor and legal counsel, has unanimously determined that that: (i) the Investment Arrangement is fair to the Company Shareholders; (ii) the Arrangement and the transactions contemplated by entry into this Agreement are in the best interests of the Company and fair to the Company Shareholders Company; and (other than the Purchaser and its affiliatesiii) and (ii) the Company it will unanimously recommend that the Company Shareholders vote in favour of the Approval ResolutionArrangement; and (b) the Company Board has received the TD Securities Opinion and the Beacon Securities Opinion.