Common use of Competition Act Approval Clause in Contracts

Competition Act Approval. (a) If required, in connection with the Competition Approval, the Investor, with such assistance and information from the Issuer as it reasonably requires, may at any time, but shall within twenty Business Days after notice of any redemption or retraction in respect of the Redeemable Shares is delivered in accordance with the terms thereof, duly file with the Commissioner, a request for an Advance Ruling Certificate or in the alternative a no action letter together with a waiver of the obligation to notify pursuant to paragraph 113(c) of the Competition Act. If an Advance Ruling Certificate or a no action letter together with a waiver of the obligation to notify shall not have been obtained within ten Business Days after the filing of the request therefor, either party may, at any time thereafter acting reasonably, notify the other party that it intends to file a notification pursuant to Part IX of the Competition Act, in which case each party shall file its respective notification pursuant to Part IX of the Competition Act as promptly as practicable but in any event within ten Business Days following the date on which the notifying party notified the other party of its intention to file such notification. (b) Subject to applicable Law, the parties shall cooperate with one another in connection with obtaining the Competition Approval including providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required, or in the reasonable opinion of the Investor, advisable, in connection with obtaining the Competition Approval and use their reasonable best efforts to ensure that such information does not contain a misrepresentation. Without limiting the generality of the foregoing, the Investor and the Issuer shall (i) respond as promptly as reasonably practicable under the circumstances to any inquiries received from any Governmental Entity for additional information or documentation, (ii) not extend any waiting period without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Entity not to consummate the redemption or retraction of the Redeemable Shares without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). The Investor shall pay 100% of the filing fees associated with obtaining the Competition Approval. (c) The parties shall (i) cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Competition Approval and (ii) shall not make any submissions or filings, participate in any substantive meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the subject matter of the filing unless it consults with the other party in advance and, to the extent not precluded by such Governmental Entity, gives the other party a reasonable opportunity to review drafts of any submissions or filings, or attend and participate in any substantive meetings or material communications. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other party to address reasonable solicitor-client or other privilege or confidentiality concerns or prevent the disclosure of competitively-sensitive information, provided that a party must provide external legal counsel to the other party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients. Notwithstanding the foregoing, subject to applicable Law, no submissions will be made in writing or verbally to any Governmental Entity in connection with efforts to obtain the Competition Approval without the prior approval of Investor or its legal counsel and in the event of any dispute between the parties or their legal counsel as to the strategy or direction of efforts to obtain the Competition Approval, the view of Investor or its legal counsel shall prevail.

Competition Act Approval. (a) If requiredEach of the Purchaser and the Corporation shall use commercially reasonable efforts to obtain Competition Act Approval and, in connection doing so, shall cooperate with and diligently assist the Competition Approval, other and keep the Investor, with such assistance other reasonably informed as to status of the proceedings related to all filings and information from the Issuer as it reasonably requires, may at any time, but shall within twenty Business Days after notice of any redemption or retraction applications in respect of the Redeemable Shares is delivered in accordance with the terms thereof, duly file with the Commissioner, a request for an Advance Ruling Certificate or in the alternative a no action letter together with a waiver of the obligation to notify pursuant to paragraph 113(c) of the Competition Act. If an Advance Ruling Certificate or a no action letter together with a waiver of the obligation to notify shall not have been obtained within ten Business Days after the filing of the request therefor, either party may, at any time thereafter acting reasonably, notify the other party that it intends to file a notification pursuant to Part IX of the Competition Act, in which case each party shall file its respective notification pursuant to Part IX of the Competition Act as promptly as practicable but in any event within ten Business Days following the date on which the notifying party notified the other party of its intention to file such notification. (b) Subject to applicable Law, the parties shall cooperate with one another in connection with obtaining the Competition Approval including providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required, or in the reasonable opinion of the Investor, advisable, in connection with obtaining the Competition Approval and use their reasonable best efforts to ensure that such information does not contain a misrepresentationApproval. Without limiting the generality of the foregoing, the Investor and the Issuer shall (i) respond the Purchaser with the cooperation and assistance of the Corporation, as promptly soon as reasonably practicable after the date of this Agreement, shall prepare and submit to the Commissioner an application for an Advance Ruling Certificate and a request in the alternative for a No-Action Letter and a waiver from notification under paragraph 113(c) of the circumstances to any inquiries received from any Governmental Entity for additional information or documentation, Competition Act in respect of the transactions contemplated herein; (ii) not extend any waiting period without if requested in writing by the prior written consent Purchaser or the Corporation, each of the other party (such consent not Purchaser and the Corporation shall prepare and file, as soon as practicable after the request of the Purchaser or the Corporation, as applicable, a pre-merger notification pursuant to be unreasonably withheld, conditioned or delayed) the Competition Act in respect of the transactions contemplated herein; and (iii) not enter into any agreement with any Governmental Entity not to consummate the redemption or retraction each of the Redeemable Shares without Purchaser and the prior written consent Corporation, in consultation with the other, shall promptly furnish any additional information requested by the Commissioner or the staff of the other party (such consent not to be unreasonably withheld, conditioned or delayed). The Investor shall pay 100% Competition Bureau under the Competition Act in respect of the filing fees associated transactions contemplated herein. For the avoidance of doubt, use of “commercially reasonable efforts to obtain Competition Act Approval” by the Purchaser shall not require the Purchaser or any of its Affiliates to: (i) divest, sell, dispose of or hold separate (through the establishment of a trust or otherwise) any assets, shares or any business or part of a business, or agree to any of the foregoing, or agree to the manner of operation of the business being acquired (or any part of it) or any other business or part of a business; or (ii) give any undertakings, or agree to give any undertakings, including with obtaining respect to the Competition Approvalmatters referred to in (i). (b) Notwithstanding anything herein to the contrary, the Purchaser shall not be required to contest or defend any objections, challenges, applications or oppositions raised or filed by the Commissioner relating to the matters contemplated by this Agreement, although it may, at its sole discretion, elect to do so. (c) The parties Each of the Parties shall (i) cooperate inform the other Party of any material communications it has with and keep one another fully informed as to the status Commissioner or the staff of and the processes and proceedings relating to obtaining the Competition Approval Bureau and (ii) shall not make any submissions or filingsshall, if reasonably possible in the circumstances, permit the other Party to participate in or review any substantive meetings or any such material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the subject matter of the filing unless communication before it consults with the other party in advance and, to the extent not precluded by such Governmental Entity, gives the other party a reasonable opportunity to review drafts of any submissions or filings, or attend and participate in any substantive meetings or material communicationsis made. Despite Notwithstanding the foregoing, submissions, filings or other written communications with any Governmental Entity to the Commissioner or the staff of the Competition Bureau may be redacted as necessary before sharing with the other party Party to address reasonable solicitor-client or other privilege or confidentiality concerns or prevent the disclosure of competitively-sensitive information, (provided that a party must provide the external legal counsel to each of the other party Purchaser and the Corporation shall receive non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity to the Commissioner or the staff of the Competition Bureau on the basis that the redacted information will not be shared with its clients. Notwithstanding client) provided that nothing in this Agreement shall require any Party to share any information with another Party, including its external legal counsel, that relates to the foregoingvaluation of this proposed transaction or any alternative proposed transaction. (d) A Party shall not participate in any substantive meeting (whether in person, subject by telephone or otherwise) with the Commissioner or the staff of the Competition Bureau in respect of any filing, investigation or inquiry in respect of the transactions contemplated herein unless the Party consults with the other Party in advance and gives the other Party the opportunity to applicable Lawattend and participate thereat (except where the Commissioner or the staff of the Competition Bureau expressly requests that the other Party should not be present at the meeting, no submissions or part or parts of the meeting, or except where competitively sensitive information may be discussed, in which case every effort will be made in writing or verbally to any Governmental Entity in connection with efforts to obtain the Competition Approval without the prior approval of Investor or its allow external legal counsel and in the event of any dispute between the parties or their legal counsel as to the strategy or direction of efforts to obtain the Competition Approval, the view of Investor or its legal counsel shall prevailparticipate).

Competition Act Approval. (a) If requiredPurchaser shall, in connection with the Competition Approval, the Investor, with such assistance and information from the Issuer as it reasonably requires, may at any time, but shall within twenty seven (7) Business Days after notice of any redemption or retraction in respect of the Redeemable Shares is delivered in accordance with the terms thereofexecution of this Agreement unless otherwise agreed by Purchaser and Crew, duly prepare and file with the Commissioner, Commissioner a request for an Advance Ruling Certificate or under Section 102 of the Competition Act or, in the alternative event that the Commissioner will not issue an Advance Ruling Certificate, a no action letter together with request for a No Action Letter and a waiver of the obligation to notify pursuant to paragraph under section 113(c) of the Competition Act. If Crew shall furnish to Purchaser such information and assistance as Purchaser may reasonably request in order to prepare and file such request for an Advance Ruling Certificate or a no action letter together with a waiver Certificate. If requested by Purchaser, Purchaser and Crew shall each file notifications under section 114(1) of the obligation to notify shall not have been obtained Competition Act in respect of the Arrangement within ten Business Days after the filing of the request therefor, either party may, at any time thereafter acting reasonably, notify the other party that it intends to file a notification pursuant to Part IX of the Competition Act, in which case each party shall file its respective notification pursuant to Part IX of the Competition Act as promptly as practicable but in any event within ten Business Days following the date on which the notifying party notified the other party of its intention to file such notificationrequest. (b) Subject Purchaser and Crew will co-operate with each other and use their commercially reasonable efforts to applicable Lawtake such action as may be required, the parties shall cooperate with one another in connection with obtaining to secure the Competition Act Approval including providing or submitting on a timely basis, as soon as reasonably practicable. (c) Without limiting the generality of Sections 3.8(a) and as promptly as practicable, all documentation and information that is required, or in the reasonable opinion of the Investor, advisable3.8(b), in connection with obtaining the Competition Approval Act Approval, Purchaser and use their reasonable best efforts to ensure that such information does not contain a misrepresentation. Without limiting the generality of the foregoing, the Investor and the Issuer shall Crew shall: (i) respond as promptly as reasonably practicable under cooperate and consult with one another in the circumstances preparation and submission of all applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to any requests for information and inquiries received from any Governmental Entity for additional information or documentation, (iiAuthority) not extend any waiting period without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Entity not to consummate the redemption or retraction of the Redeemable Shares without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). The Investor shall pay 100% of the filing fees associated required in connection with obtaining the Competition Act Approval., including providing one another with advance copies thereof and advance copies of any related filings and correspondence associated therewith, and shall consider in good faith one another's comments in relation thereto; (cii) The parties shall respond promptly to any request or notice from the Competition Bureau, the Commissioner or any other Governmental Authority to supply additional information that is relevant to the Arrangement in respect of obtaining the Competition Act Approval; (iiii) cooperate permit the other to review in advance any proposed applications, notices, filings, submissions, undertakings, correspondence and communications of any nature (including responses to requests for information and inquiries from any Governmental Authority) in respect of obtaining the Competition Act Approval and provide the other with a reasonable opportunity to comment thereon where timing permits and keep agree to consider those comments in good faith and promptly provide the other with a copy of any such application, notice, filing, submission, undertaking, correspondence or communication submitted; (iv) promptly notify one another fully informed as to the status of and the processes and proceedings relating any developments related to obtaining the Competition Approval Act Approval, including providing one another with copies of any correspondence received and a summary of any verbal communications; and (iiv) shall not make any submissions or filings, participate in any substantive meetings meeting or discussion (whether in person, by telephone or otherwise) with the Competition Bureau, Commissioner or any material conversations other Governmental Authority in connection with any Governmental Entity in respect of any filings, investigations or other inquiries related to obtaining the subject matter of the filing Competition Act unless it consults with the each other party in advance andand gives each other the opportunity to attend and participate unless the Competition Bureau, Commissioner or other Governmental Authority, as applicable, requests otherwise. (d) Notwithstanding any other provision in this Agreement, to the extent not precluded by such Governmental Entity, gives the other party a reasonable opportunity to review drafts of that any submissions or filingsinformation that is included in, or attend and participate in is required to be included in, any substantive meetings or material communications. Despite the foregoingapplication, notice, filing, submissions, filings undertakings, correspondence or other written communications with (including responses to requests for information and inquiries from any Governmental Entity may Authority) is competitively sensitive information of a Party, unredacted versions of such application, notice, filing, submissions, undertakings, correspondence or communications (including responses to requests for information and inquiries from any Governmental Authority) containing such competitively sensitive information shall be redacted as necessary before sharing with provided only to external counsel of the other party to address reasonable solicitor-client or other privilege or confidentiality concerns or prevent the disclosure of competitively-sensitive informationParties on an external counsel only basis, with a redacted version thereof provided that a party must provide external legal counsel to the other party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients. Notwithstanding the foregoing, subject to applicable Law, no submissions will be made in writing or verbally to any Governmental Entity in connection with efforts to obtain the Competition Approval without the prior approval of Investor or its legal counsel and in the event of any dispute between the parties or their legal counsel as to the strategy or direction of efforts to obtain the Competition Approval, the view of Investor or its legal counsel shall prevailParties entitled thereto.

Competition Act Approval. (a) If requiredWithout limiting the generality of Section 4.9, as soon as practicable, but no later than 10 Business Days from the date of this Agreement: (i) Purchaser shall, with the assistance of and, in consultation with, New Gold, promptly file a submission with the Commissioner requesting an advance ruling certificate under section 102 of the Competition Act in respect of the transactions contemplated by this Agreement and, in lieu thereof, request a "no-action letter" in furtherance of obtaining the Competition Act Approval; and (ii) if requested by Purchaser, each of Purchaser and New Gold shall file a pre-merger notification form with the Commissioner pursuant to section 114(1) of the Competition Act. (b) Purchaser and New Gold shall each pay 50% of all filing fees incurred in connection with the Competition Approval, the Investor, with such assistance and information from the Issuer as it reasonably requires, may at any time, but shall within twenty Business Days after notice of any redemption or retraction in respect of the Redeemable Shares is delivered in accordance with the terms thereof, duly file with the Commissioner, a request for an Advance Ruling Certificate or in the alternative a no action letter together with a waiver of the obligation to notify pursuant to paragraph 113(c) of the Competition Act. If an Advance Ruling Certificate or a no action letter together with a waiver of the obligation to notify shall not have been obtained within ten Business Days after the filing of the request therefor, either party may, at any time thereafter acting reasonably, notify the other party that it intends to file a notification pursuant to Part IX of the Competition Act, in which case each party shall file its respective notification pursuant to Part IX of the Competition Act as promptly as practicable but in any event within ten Business Days following the date on which the notifying party notified the other party of its intention to file such notification. (b) Subject to applicable Law, the parties shall cooperate with one another in connection with obtaining the Competition Approval including providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required, or in the reasonable opinion of the Investor, advisable, in connection with obtaining the Competition Approval and use their reasonable best efforts to ensure that such information does not contain a misrepresentation. Without limiting the generality of the foregoing, the Investor and the Issuer shall (i) respond as promptly as reasonably practicable under the circumstances to any inquiries received from any Governmental Entity for additional information or documentation, (ii) not extend any waiting period without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Entity not to consummate the redemption or retraction of the Redeemable Shares without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). The Investor shall pay 100% of the filing fees associated with obtaining the Competition Approval. (c) The parties In connection with obtaining the Competition Act Approval, each Party shall and shall ensure each of its respective Affiliates: (i1) use its reasonable commercial efforts to obtain the Competition Act Approval as promptly as possible; (2) cooperate and provide information and assistance that is reasonably requested by the other Party to obtain the Competition Act Approval and in respect of any notification, application, filing or response to information requests or submission related to the Competition Act Approval, and to consult with the other Party on the preparation of all applicable notifications, information, documentation and submissions supplied to or filed with any Governmental Authority, and provide reasonable opportunity to the other Party to comment on such applications, notifications, information, documentation and submissions to be supplied to or filed with any Governmental Authority; (3) respond promptly to any requests for information from any Governmental Authority (including in respect of any supplementary information requests); (4) keep one another fully the other Party reasonably informed as to the status of and the processes and proceedings relating to obtaining the Competition Approval and Act Approval, including providing the other Party with a copy or summary of all communications with or received from a Governmental Authority; and (ii5) shall not make any submissions or filings, independently participate in any substantive meetings meeting or any material conversations discussion with any Governmental Entity Authority in respect of any filings, investigations or the Competition Act Approval without giving the other inquiries related to the subject matter Party reasonable prior notice of the filing unless it consults with meeting or the other party in advance discussion and, to the extent permitted by the Governmental Authority, the opportunity to attend and participate. (d) Notwithstanding anything to contrary contained herein, Artemis and the Purchaser will not precluded be required to (i) sell or otherwise dispose of, or hold separate and agree to sell or otherwise dispose of, the Purchased Assets, assets, categories of assets or businesses of the Purchased Assets, Artemis or its Affiliates; (ii) terminate such existing relationships and contractual rights and obligations of the Purchased Assets, Artemis or its Affiliates; (iii) terminate any relevant venture or other arrangement of the Purchased Assets, Artemis or its Affiliates; or (iv) effectuate any other change or restructuring of the Purchased Assets, Artemis or its Affiliates (or, in each case, to enter into agreements or agree to the entry of an order or decree with the Commissioner or any other Governmental Authority) in order to obtain Competition Act Approval. (e) Notwithstanding any requirement in this Section 4.14 or any other provision in this Agreement, to the extent that any information to be provided by any Party is deemed to be competitively sensitive by such Governmental EntityParty, gives such information shall be provided only to external counsel for the other party a reasonable opportunity to review drafts of any submissions or filings, or attend and participate in any substantive meetings or material communications. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other party to address reasonable solicitor-client or other privilege or confidentiality concerns or prevent the disclosure of competitively-sensitive informationParty on an external counsel only basis, provided that a party must provide external legal counsel redacted version of such information is also provided to the such other party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients. Notwithstanding the foregoing, subject to applicable Law, no submissions will be made in writing or verbally to any Governmental Entity in connection with efforts to obtain the Competition Approval without the prior approval of Investor or its legal counsel and in the event of any dispute between the parties or their legal counsel as to the strategy or direction of efforts to obtain the Competition Approval, the view of Investor or its legal counsel shall prevailParty.

Competition Act Approval. (a) If required, in connection with With respect to the Competition Act Approval, the InvestorPurchaser and Seller Parent will, with such assistance as soon as practicable and information from the Issuer as it reasonably requires, may at in any time, but shall event within twenty ten (10) Business Days after notice following the date of any redemption or retraction in respect this Agreement, prepare and provide joint submissions to the Commissioner of the Redeemable Shares is delivered in accordance with the terms thereofCompetition, duly file with the Commissioner, a request including an application for an Advance Ruling Certificate Certificate. In addition, if requested by Seller Parent or in the alternative Purchaser, Seller Parent and Purchaser will promptly file a no action letter together with a waiver of the obligation to notify pursuant to paragraph 113(c) notice under section 114 of the Competition Act. If an Advance Ruling Certificate or a no action letter together with a waiver of the obligation to notify shall not have been obtained within ten Business Days after the filing of the request therefor, either party may, at any time thereafter acting reasonably, notify the other party that it intends to file a notification pursuant to Part IX of the Competition Act, in which case each party shall file its respective notification pursuant to Part IX of the Competition Act as promptly as practicable but in any event within ten Business Days following the date on which the notifying party notified the other party of its intention to file such notification. (b) Subject to applicable Law, the parties Purchaser and Seller Parent shall cooperate with one another in connection with obtaining the Competition Approval including providing or submitting on a timely basisAct Approval. Subject to Laws, Purchaser and as promptly as practicable, all documentation and information that is required, or in the reasonable opinion of the Investor, advisable, in connection with obtaining the Competition Approval and use their reasonable best efforts to ensure that such information does not contain a misrepresentation. Without limiting the generality of the foregoing, the Investor and the Issuer Seller Parent shall (i) respond as promptly as reasonably practicable under the circumstances to any inquiries received from any Governmental Entity for additional information or documentation, (ii) not extend any waiting period without the prior written consent of the keep each other party (such consent not to be unreasonably withheld, conditioned or delayed) and (iii) not enter into any agreement with any Governmental Entity not to consummate the redemption or retraction of the Redeemable Shares without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). The Investor shall pay 100% of the filing fees associated with obtaining the Competition Approval. (c) The parties shall (i) cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Competition Approval Act Approval, and shall promptly notify each other of any material notice or other material communication (iiincluding providing copies of any material correspondence and responses to information requests) from the Commissioner of Competition. Prior to the Closing, neither Purchaser or Seller Parent shall not make any submissions or filingsfilings or respond to any information requests, or participate in any substantive meetings or any material conversations with any Governmental Entity in respect the Commissioner of any filingsCompetition without the prior written approval of Seller Parent or Purchaser (as applicable), investigations such approval not to be unreasonably withheld or other inquiries related to the subject matter of the filing unless it consults with the other party in advance and, to the extent not precluded by such Governmental Entity, gives the other party a reasonable opportunity to review drafts of any submissions or filings, or attend and participate in any substantive meetings or material communicationsdelayed. Despite the foregoing, submissions, filings filings, documentation or other written communications with any Governmental Entity the Commissioner of Competition may be redacted as necessary before sharing with the other party Party to address reasonable solicitorattorney-client or other privilege or confidentiality concerns or prevent the disclosure of competitively-sensitive informationconcerns, provided that a party must Party shall provide external legal counsel to the other party Party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity the Commissioner of Competition on the basis that the redacted information will not be shared with its clients. Notwithstanding the foregoing, subject to applicable Law, no submissions will be made in writing or verbally to any Governmental Entity in connection with efforts to obtain the Competition Approval without the prior approval of Investor or its legal counsel and in the event of any dispute between the parties or their legal counsel as to the strategy or direction of efforts to obtain the Competition Approval, the view of Investor or its legal counsel shall prevail.