Cooperation Regarding Reorganization. (1) The Company shall, and shall cause each of its Subsidiaries to, reasonably cooperate with the Purchaser in preparing any reorganization or transfer of securities, assets or business as the Purchaser may reasonably require or as may be necessary or appropriate to complete the Transactions, including amalgamations, liquidations or asset transfers (each a “Contemplated Reorganization Transaction”), and to use its commercially reasonable efforts to implement any such Contemplated Reorganization Transaction as the Purchaser may request; provided, however, that (i) such requested cooperation does not unreasonably nor materially interfere with the ongoing operations of the Company and its Subsidiaries, (ii) such Contemplated Reorganization Transaction is not, in the opinion of the Company, acting reasonably, prejudicial to the Securityholders of the Company, the Company or any of its Subsidiaries and does not result in Taxes being imposed on, or any adverse Tax or other consequences to, any Securityholder of the Company, (iii) such Contemplated Reorganization Transaction shall not materially impede or delay, or prevent, the receipt of any Regulatory Approvals, the satisfaction of any other conditions set forth in Article 6, the ability of the Purchaser to obtain the Debt Financing or consummation of the Transactions, (iv) such Contemplated Reorganization Transaction does not require the Company to obtain the approval of the Shareholders (other than is obtained by virtue of the approval of the Arrangement) and does not require the Company or any of its Subsidiaries to obtain any material consent of any third party (including under any Authorization) or to follow any right of first offer or preemptive right procedure provided for under any Material Contract, (v) the Purchaser shall pay all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of the implementation of or to unwind any such Contemplated Reorganization Transaction if the Arrangement is not completed, including actual out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred, (vi) no such Contemplated Reorganization Transaction or any action of the Company or its Subsidiaries in connection therewith shall be considered to constitute a breach of the representations, warranties or covenants of the Company hereunder or in determining whether any of the conditions in Section 6.1 or Section 6.2 have been satisfied, (vii) such Contemplated Reorganization Transaction shall not be contrary to applicable Laws or the constating documents of the Company or any of its Subsidiaries (excluding wholly owned Subsidiaries) and would not result in any breach by the Company or any of its Subsidiaries of any Contract or Authorization, (viii) such Contemplated Reorganization Transaction shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that each of them is prepared, and able, to promptly and without condition and delay proceed to effect the Arrangement, and (ix) such Contemplated Reorganization Transaction is effected as close as reasonably practicable to the Effective Time.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Dominion Diamond Corp)
Cooperation Regarding Reorganization. (1) The Company Corporation shall, and shall cause each of its Subsidiaries to, reasonably cooperate with the Purchaser in structuring and preparing any reorganization or reorganization, transfer of securities, assets or business as the Purchaser may reasonably require or as may be necessary or appropriate to complete the Transactionsrequire, including amalgamationsamalgamations or liquidations, liquidations or asset transfers and including the structuring transactions described in a letter of Purchaser to Corporation dated the date hereof (each a “"Contemplated Reorganization Transaction”"), and to use its commercially reasonable efforts to implement any such Contemplated Reorganization Transaction as the Purchaser may request; Transaction, provided, however, that (i) such requested cooperation does not unreasonably nor materially interfere with the ongoing operations of the Company Corporation and its Subsidiaries, (ii) such Contemplated Reorganization Transaction is not, in the opinion of the CompanyCorporation or Corporation's counsel, acting reasonably, prejudicial to the Securityholders Shareholders, holders of the CompanyOptions, the Company holders of DSUs, holders of RSUs, Corporation or any of its Subsidiaries and does not result in Taxes being imposed on, or any adverse Tax or other consequences to, any Securityholder of the CompanySubsidiaries, (iii) such Contemplated Reorganization Transaction shall not materially impede impede, delay or delay, or prevent, prevent the receipt of any Regulatory Approvals, Approvals or the satisfaction of any other conditions set forth in Article 6, the ability of the Purchaser to obtain the Debt Financing or consummation of the Transactions, (iv) such Contemplated Reorganization Transaction does shall not impede, delay or prevent the consummation of the Arrangement, (v) such Contemplated Reorganization Transaction shall not require the Company Corporation to obtain the approval of the Shareholders (other than is obtained by virtue of and shall not require Purchaser to obtain the approval of the Arrangement) and does not require the Company or any of its Subsidiaries to obtain any material consent of any third party (including under any Authorization) or to follow any right of first offer or preemptive right procedure provided for under any Material Contractshareholders, (vvi) such Contemplated Reorganization Transaction complies with all Laws, including the Nordion Act and the Nordion Articles, (vii) Purchaser shall pay all of the cooperation and implementation costs and all direct or indirect costs and liabilities, fees, damages, penalties and Taxes that may be incurred as a consequence of the implementation of or to unwind any such Contemplated Reorganization Transaction reorganization if the Arrangement is not completed, including actual out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred, (viviii) such cooperation does not require the directors, officers, employees or agents of Corporation or its Subsidiaries to take any action in any capacity other than as a director, officer or employee, and (ix) no such Contemplated Reorganization Transaction or any action of the Company or its Subsidiaries in connection therewith shall be considered to constitute a breach of the representations, warranties or covenants of Corporation hereunder. Subject to and in accordance with this Section 4.6, the Company hereunder or in determining whether documents (collectively, the "Reorganization Documents") to give effect, as at the Effective Time, to any of the conditions in Section 6.1 or Section 6.2 have been satisfied, (vii) such Contemplated Reorganization Transaction shall not in accordance with the Plan of Arrangement will be contrary to applicable Laws or the constating documents of the Company or any of its Subsidiaries (excluding wholly owned Subsidiaries) and would not result in any breach executed by the Company or any of its Subsidiaries of any Contract or Authorization, (viii) such Contemplated Reorganization Transaction shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that each of them is prepared, and able, to promptly and without condition and delay proceed to effect the Arrangement, and (ix) such Contemplated Reorganization Transaction is effected as close as reasonably practicable parties thereto prior to the Effective TimeTime to take effect pursuant to the Plan of Arrangement, provided that Corporation shall have the right to not execute any Reorganization Document in accordance with this Section 4.6 and this refusal shall not prevent or delay the filing of the Articles of Arrangement and the effectiveness of the Plan of Arrangement which shall then become effective in accordance with its terms but without any step relating to any such Reorganization Document not executed becoming effective.
Appears in 1 contract
Samples: Arrangement Agreement (Nordion Inc.)
Cooperation Regarding Reorganization. (1) The Company shall, and shall cause each of its Subsidiaries to, reasonably cooperate with the Purchaser in preparing any reorganization or transfer of securities, assets or business as the Purchaser may reasonably require or as may be necessary or appropriate to complete the Transactions, including amalgamations, liquidations or asset transfers (each a “Contemplated Reorganization Transaction”), and to Tundra will use its commercially reasonable efforts to implement effect, at the request of Parent SubCo, the Pre-Closing Reorganization and shall use commercially reasonable efforts to cooperate with Parent SubCo and Parent in structuring, planning and implementing any reorganization (including for Tax purposes) of their respective capital, assets and corporate structure or such Contemplated Reorganization Transaction other planning as the Purchaser Parent SubCo may request, acting reasonably (an “Additional Reorganization”) prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the obligations of Tundra pursuant to this Section 7.8 shall be conditional on the understanding that (i) such requested cooperation does not unreasonably nor the Pre-Closing Reorganization and any Additional Reorganization shall not, in the opinion of Tundra, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (ii) the Pre-Closing Reorganization and any Additional Reorganization shall not, in the opinion of Tundra, acting reasonably, materially interfere with the ongoing operations of Tundra or its subsidiaries, (iii) the Company Pre-Closing Reorganization and any Additional Reorganization shall not require Tundra or any subsidiary to contravene any applicable Laws or their respective organizational documents or any Tundra Material Contract in any material respect, (iv) Tundra and its Subsidiaries, (ii) such Contemplated Reorganization Transaction is not, in the opinion of the Company, acting reasonably, prejudicial subsidiaries shall not be obligated to the Securityholders of the Company, the Company or take any of its Subsidiaries and does not action that would reasonably be expected to result in Taxes any taxes being imposed on, or any adverse Tax tax or other consequences to, any Securityholder holders of Tundra Shares incrementally greater than the Company, (iii) taxes or other consequences to such Contemplated Reorganization Transaction shall not materially impede or delay, or prevent, holders in connection with the receipt of any Regulatory Approvals, the satisfaction of any other conditions set forth in Article 6, the ability of the Purchaser to obtain the Debt Financing or consummation of the Transactions, (iv) such Contemplated Reorganization Transaction does not require Arrangement in the Company to obtain the approval absence of the Shareholders (other than is obtained by virtue of the approval of the Arrangement) Pre-Closing Reorganization and does not require the Company or any of its Subsidiaries to obtain any material consent of any third party (including under any Authorization) or to follow any right of first offer or preemptive right procedure provided for under any Material ContractAdditional Reorganization, and (v) Tundra, its subsidiaries and their respective officers, directors and employees (to the Purchaser extent employees are assessed with statutory liability thereto), shall pay have received an indemnity, in form and substance satisfactory to Tundra, acting reasonably, from Parent and Parent SubCo from and against any and all direct or indirect costs and implementation costs, liabilities, feescosts, damages, claims, expenses, interest, awards, judgments and penalties and Taxes that may be incurred as a consequence of the implementation result of or to unwind any such Contemplated Pre-Closing Reorganization Transaction if the Arrangement is not completed, including actual out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred, (vi) no such Contemplated or Additional Reorganization Transaction suffered or incurred by any action of them in connection with or as a result of the Company Pre-Closing Reorganization and any Additional Reorganization if this Agreement is terminated other than pursuant to Section 8.1(1)(c)(A), Section 8.1(1)(c)(B) or Section 8.1(1)(d)(A), which indemnity shall survive termination of this Agreement. Any step or action taken by Tundra or its Subsidiaries subsidiaries at the written request of Parent SubCo in connection therewith furtherance of the proposed Pre-Closing Reorganization and any Additional Reorganization shall not be considered to constitute be a breach of the representationsany representation, warranties warranty or covenants covenant of the Company hereunder or Tundra contained in determining whether any of the conditions in Section 6.1 or Section 6.2 have been satisfied, (vii) such Contemplated Reorganization Transaction shall not be contrary to applicable Laws or the constating documents of the Company or any of its Subsidiaries (excluding wholly owned Subsidiaries) and would not result in any breach by the Company or any of its Subsidiaries of any Contract or Authorization, (viii) such Contemplated Reorganization Transaction shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that each of them is prepared, and able, to promptly and without condition and delay proceed to effect the Arrangement, and (ix) such Contemplated Reorganization Transaction is effected as close as reasonably practicable to the Effective TimeAgreement.
Appears in 1 contract
Samples: Arrangement Agreement (Integrated Device Technology Inc)
