Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order; (b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments; (c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement; (f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and (g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 4 contracts
Samples: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Acreage Holdings, Inc.)
Court Proceedings. The Purchaser (a) Each of Canopy Growth, Canopy Rivers and the JW Entities shall cooperate with and assist the Company in in, and consent to the Company, seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis with any information regarding itself or its affiliates as reasonably requested by the Company or as required by applicable Law to be supplied by the Purchaser it in connection therewith as requested by the Company in writing. therewith.
(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, and in each case subject to Law, the Company shall:
(ai) diligently pursue, and cooperate with Canopy Growth, Canopy Rivers and the Purchaser JW Entities in diligently pursuing, the Interim Order and the Final Order;
(bii) provide Canopy Growth, Canopy Rivers, the JW Entities and their respective legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with pursuing the ArrangementInterim Order or the Final Order, and give reasonable consideration to all such comments;
(ciii) provide legal counsel to each of Canopy Growth, Canopy Rivers and the Purchaser on a timely basis JW Entities with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(giv) not object to legal counsel to Canopy Growth, Canopy Rivers or the Purchaser JW Entities making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is advised of the nature of any such submissions on a timely basis prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement;
(v) ensure that all material filed with the Court in connection with pursuing the Interim Order or the Final Order is consistent in all material respects with this Agreement and the Plan of Arrangement;
(vi) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement;
(vii) if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Canopy Growth, Canopy Rivers and the JW Entities; and
(viii) not file any material with the Court in connection with pursuing the Interim Order or the Final Order or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the prior consent of Canopy Growth, Canopy Rivers and the JW Entities, which consent may not be unreasonably withheld, conditioned or delayed, provided that consent may be withheld with respect to any modification or amendment to such filed or served materials that expands or increases the obligations of the Party withholding consent or diminishes or limits the rights of the Party withholding consent set forth in any such filed or served materials or under this Agreement.
Appears in 4 contracts
Samples: Arrangement Agreement (JW Asset Management, LLC), Arrangement Agreement (TerrAscend Corp.), Arrangement Agreement
Court Proceedings. The Purchaser and Canopy shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information reasonably requested by the Company or required by applicable Law to be supplied by the Purchaser or Canopy in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser and Canopy in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser and Canopy with a reasonable opportunity opportunity, and in any event not less than three Business Days, to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide the Purchaser Canopy on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consentconsent of Canopy, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser Canopy shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligationsobligations of the Purchaser or Canopy, or diminishes or limits the Purchaser’s rightsrights of the Purchaser or Canopy, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the PurchaserXxxxxx, and affording the Purchaser Canopy an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser or Canopy making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser or Canopy, as applicable, advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 3 contracts
Samples: Arrangement Agreement (Acreage Holdings, Inc.), Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Amendment Interim Order and the Amendment Final Order, including by providing to the Company on a timely basis any information reasonably requested by the Company or required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Amendment Interim Order and the Amendment Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Amendment Interim Order and the Amendment Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity opportunity, and in any event not less than three Business Days, to review and comment upon drafts of all material to be filed with the Court in connection with the Amended Arrangement, and give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Amendment Interim Order or the Amendment Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Amendment Interim Order or the Amendment Final Order;
(d) ensure that all material filed with the Court in connection with the Amended Arrangement is consistent with this Agreement and the Amended Plan of Arrangement;
(e) not file any material with the Court in connection with the Amended Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Amendment Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Amendment Final Order or by Law to return to Court with respect to the Amendment Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Amendment Interim Order and the application for the Amendment Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Amended Plan of Arrangement.
Appears in 3 contracts
Samples: Proposal Agreement (Acreage Holdings, Inc.), Proposal Agreement (Canopy Growth Corp), Proposal Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company GameSquare shall:
(a) diligently pursue, and cooperate with the Purchaser Engine Gaming in diligently pursuing, the Interim Order and and, subject to Section 2.7, the Final Order;
(b) provide Engine Gaming and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement and give reasonable consideration to all such comments. GameSquare will accept the comments of Engine Gaming and its legal counsel with respect to any information required to be supplied by Engine Gaming about Engine Gaming and included in such materials;
(c) provide the Purchaser legal counsel to Engine Gaming, on a timely basis basis, with copies of any notice of appearanceresponse to petition, evidence or other documents served on the Company GameSquare or its legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserEngine Gaming’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser nothing herein shall not be required require Engine Gaming to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserEngine Gaming’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesconsultation and cooperation with, Engine Gaming; and
(g) not object to legal counsel to the Purchaser Engine Gaming making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementArrangement and provided further that GameSquare and its legal counsel are advised of the nature of any such submissions and approve such submissions prior to the hearing.
(2) In connection with all court proceedings relating to obtaining the Interim Order or Final Order, Engine Gaming will cooperate and assist GameSquare, including by providing GameSquare on a timely basis any information reasonably required to be supplied by Engine Gaming.
Appears in 3 contracts
Samples: Arrangement Agreement (Engine Gaming & Media, Inc.), Arrangement Agreement (GameSquare Esports Inc), Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(ai) diligently pursue, and Triple Flag and the Company will cooperate with the Purchaser each other in diligently pursuing, the Interim Order and the Final Order, including Triple Flag providing the Company on a timely basis any information required to be supplied by the Company in connection therewith;
(bii) provide Triple Flag and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(ciii) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement, as they may be amended in accordance with their terms;
(iv) provide the Purchaser Triple Flag’s legal counsel, on a timely basis basis, with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, oral notice indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(dv) ensure that all material filed with the Court subject to applicable Law, other than as required by and in connection with the Arrangement is consistent accordance with this Agreement and or the Plan of Arrangement;
(e) , not file any material with the Court in connection with the Arrangement or serve any such material, or material and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserTriple Flag’s prior written consent, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned, provided that the Purchaser nothing herein shall not be required require Triple Flag to agree or consent to any increase in consideration payable pursuant to the consideration Arrangement or other modification or amendment to such filed or served materials that expands or increases the PurchaserTriple Flag’s obligations, obligations or diminishes or limits the PurchaserTriple Flag’s rights, rights set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(gvi) not object to Triple Flag’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company and its legal counsel is advised of the nature of any such submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement;
(vii) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement; and
(viii) if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Triple Flag.
Appears in 2 contracts
Samples: Arrangement Agreement (Maverix Metals Inc.), Arrangement Agreement (Triple Flag Precious Metals Corp.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Aphria shall:
(a) diligently pursue, and cooperate with the Purchaser Tilray in diligently pursuing, the Interim Order and the Final Order;
(b) provide Tilray and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments. Aphria will accept the comments of Tilray and its legal counsel with respect to any information required to be supplied by Tilray about Tilray and included in such materials;
(c) provide the Purchaser legal counsel to Tilray, on a timely basis basis, with copies of any notice of appearance, evidence or other documents served on the Company Aphria or its legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserTilray’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser nothing herein shall not be required require Tilray to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserTilray’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesconsultation and cooperation with, Tilray; and
(g) not object to legal counsel to the Purchaser Tilray making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement, and provided further that Aphria and its legal counsel are advised of the nature of any such submissions and approve such submissions prior to the hearing.
(2) In connection with all court proceedings relating to obtaining the Interim Order or Final Order, Tilray will cooperate and assist Aphria, including by providing Aphria on a timely basis any information reasonably required to be supplied by Tilray.
Appears in 2 contracts
Samples: Arrangement Agreement (Tilray, Inc.), Arrangement Agreement (Aphria Inc.)
Court Proceedings. The Purchaser Richmont shall cooperate with and assist apply to the Company in seeking Court for the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith Order as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shallfollows:
(a) diligently pursueas soon as is reasonably practicable after the date hereof, and cooperate with in any case on or before October 23, 2017, Richmont shall make and diligently prosecute an application to the Purchaser Court for the Interim Order, which application shall be in diligently pursuingform and substance satisfactory to Alamos and Richmont, each acting reasonably, and shall request that the Interim Order shall provide, among other things:
(i) for the calling and holding of the Richmont Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement;
(ii) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Richmont Meeting and for the manner in which such notice is to be provided;
(iii) that the requisite approval for the Arrangement Resolution shall be 66 2/3% of the votes cast on the Arrangement Resolution by the Richmont Shareholders present in person or represented by proxy at the Richmont Meeting, voting together as a single class, together with, if required by MI 61-101, minority approval in accordance with Section 8.1 of MI 61-101 or as modified by the Interim Order;
(iv) that, except as modified by the Interim Order, in all other respects, the terms, conditions and restrictions of Richmont’s constating documents, including quorum requirements and other matters, shall apply in respect of the Richmont Meeting;
(v) for the grant of the Dissent Rights as set forth in the Plan of Arrangement;
(vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order;
(vii) that the Richmont Meeting may be adjourned or postponed from time to time by management of Richmont, subject to the terms of this Agreement, without the need for additional approval of the Court;
(viii) confirmation of the record date for the purposes of determining the Richmont Shareholders entitled to receive notice of, and vote at, the Richmont Meeting in accordance with the Interim Order;
(ix) that the record date for Richmont Shareholders entitled to notice of, and to vote at, the Richmont Meeting shall not change in respect of any adjournment(s) or postponement(s) of the Richmont Meeting or any other change;
(x) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and
(xi) for such other matters as Alamos or Richmont may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned; and
(b) subject to approval of the Arrangement Resolution by the Richmont Shareholders at the Richmont Meeting in accordance with the terms of the Interim Order and the approval of the Alamos Resolution by the Alamos Shareholders at the Alamos Meeting, Richmont shall forthwith make and diligently prosecute an application to the Court for the Final Order, which application shall be in form and substance satisfactory to Alamos and Richmont, each acting reasonably, and Alamos and Richmont shall diligently take steps to ensure that the Final Order hearing is held within three Business Days of the approval of the Arrangement Resolution at the Richmont Meeting. Richmont will provide legal counsel to the Purchaser for Alamos with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) . Richmont will also provide the Purchaser legal counsel to Alamos, on a timely basis basis, with copies of any notice of appearance, appearance and evidence or other documents served on the Company Richmont or its legal counsel in respect of the application for the Interim Order or and the Final Order or any appeal from themtherefrom. Subject to applicable Law, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) Richmont will not file any material with the Court in connection with the Arrangement or serve any such material, or material and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserAlamos’s prior written consent, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned, provided that the Purchaser nothing herein shall not be required require Alamos to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect payable pursuant to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing Arrangement or expansion of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangementits obligations.
Appears in 2 contracts
Samples: Arrangement Agreement (Richmont Mines Inc), Arrangement Agreement (Alamos Gold Inc)
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser and the Parent shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information reasonably required by applicable Law to be supplied by the Purchaser or the Parent in connection therewith as requested by therewith. The Company shall provide the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide Purchaser’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance. Subject to applicable Law, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase in or variation in the consideration form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on the Final Company in respect of the application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law the Company indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to ’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is provided with copies of the nature of any such submissions written submissions, if any, with reasonably sufficient time prior to the hearing hearing, the Company and the Company’s legal counsel are provided with a reasonable opportunity to review and comment upon the drafts of such submissions and such submissions submissions, if any, are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 2 contracts
Samples: Arrangement Agreement (Turquoise Hill Resources Ltd.), Arrangement Agreement (Rio Tinto PLC)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) Order and the Company will provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Purchaser for inclusion in such material, prior to the service and give filing of that material, and will accept the reasonable consideration comments of the Purchaser and its legal counsel with respect to any such information required to be supplied by the Purchaser and included in such material and any other matters contained therein. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such comments;
(c) submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with . Subject to Laws, the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) Company will not file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement hereby or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed, ; provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase in the increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Cnooc LTD), Arrangement Agreement (Nexen Inc)
Court Proceedings. (a) The Purchaser shall cooperate with and assist the Company in in, and consent to the Company, seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. therewith.
(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, and in each case subject to applicable Law, the Company shall:
(ai) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(bii) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with pursuing the ArrangementInterim Order or the Final Order, and give reasonable consideration to all such comments;
(ciii) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(giv) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is advised of the nature of any such submissions on a timely basis prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement;
(v) ensure that all material filed with the Court in connection with pursuing the Interim Order or the Final Order is consistent in all material respects with this Agreement and the Plan of Arrangement;
(vi) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement;
(vii) if at any time after the issuance of the Final Order and prior to the Effective Date the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser; and
(viii) not file any material with the Court in connection with pursuing the Interim Order or the Final Order or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed, provided that the Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Silvercorp Metals Inc), Arrangement Agreement (Flora Growth Corp.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings Proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate co-operate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser and its outside legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with with, or submitted to, the Court or the Registrar in connection with the Arrangement, Arrangement and give reasonable consideration to all such commentscomments of the Purchaser and its outside legal counsel; provided that, all information relating to the Purchaser included in such materials shall be in a form and substance satisfactory to the Purchaser, acting reasonably;
(c) provide to the Purchaser and its outside legal counsel, on a timely basis with basis, copies of any notice of appearance, evidence or other documents served on the Company or its outside legal counsel in respect of the application for the Interim Order or the Final Order Order, or any appeal from them, them and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, or appeal, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all respects with the terms of this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, consent of the Purchaser; such consent not to be unreasonably withheld; provided that, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the obligations of the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, rights of the Purchaser as may be set forth in any such filed or served materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Voting Agreements;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement;
(g) return to Court with respect to the Final Order, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so so, only after notice to to, and in consultation and co-operation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(gh) not object to permit outside legal counsel to the Purchaser making to make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Hammerhead Energy Inc.), Arrangement Agreement (Crescent Point Energy Corp.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court court proceedings relating to obtaining the Interim Order, the Final Order and the Final Bermuda Court Order, the Company each Party shall:
(a) diligently pursue, and cooperate with the Purchaser other Party in diligently pursuing, in the case of Alignvest, the Interim Order and the Final Order and, in the case of Sagicor, the Bermuda Court Order;
(b) provide legal counsel to the Purchaser other Party with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Ontario Court or the Bermuda Court, as applicable, in connection with the Alignvest Arrangement and the Sagicor Arrangement, respectively, and give reasonable consideration to all such comments;
(c) provide legal counsel to the Purchaser on a timely basis other Party with copies of any notice of appearance, evidence or other documents served on the Company such Party or its legal counsel in respect of the application for the Interim Order or Order, the Final Order and the Bermuda Court Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order, the Final Order or the Final Bermuda Court Order;
(d) ensure that all material filed with the Ontario Court or the Bermuda Court in connection with the Alignvest Arrangement and the Sagicor Arrangement is consistent with this Agreement and Agreement, the Plan of Arrangement and the Scheme of Arrangement, respectively;
(e) not file any material with the Ontario Court or the Bermuda Court in connection with the Alignvest Arrangement or the Sagicor Arrangement, respectively, or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaserother Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Interim Order, the Final Order or the Bermuda Court Order contain any provision inconsistent with this Agreement, and if required by the terms of the Interim Order, the Final Order or the Bermuda Court Order or by Law to return to the Bermuda Court with respect to the Bermuda Court Order or to Ontario Court with respect to the Interim Order or the Final Order Order, do so only after notice to, and in consultation and cooperation with, Sagicor with respect to the Purchaser, Bermuda Court Order and affording Alignvest with respect to the Purchaser an opportunity to consult regarding same which is reasonable in Interim Order or the circumstances; andFinal Order;
(g) in the case of Alignvest, not object to legal counsel to the Purchaser Sagicor making such submissions on the hearing of the motion for the Interim Order and the application for the Final Bermuda Court Order as such counsel considers appropriate, ; provided that the Purchaser advises the Company other Party is advised of the nature of any such submissions on a timely basis prior to the hearing and such submissions are consistent with this Agreement and Agreement, the Plan of Arrangement and the Scheme of Arrangement; and
(h) in the case of Sagicor, not object to legal counsel to Alignvest making such submissions on application for the Interim Order or the Final Order as such counsel considers appropriate Interim Order or the Final Order; provided that the other Party is advised of the nature of any submissions on a timely basis prior to the hearing and such submissions are consistent with this Agreement, the Plan of Arrangement and the Scheme of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Sagicor Financial Co Ltd.), Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing Subject to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser terms of this Agreement, in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Stars shall:
(a) diligently pursue, and cooperate with the Purchaser Flutter in diligently pursuing, the Interim Order and the Final Order, and Flutter shall provide to Stars, on a timely basis, any information reasonably required to be supplied by Flutter in connection therewith;
(b) provide legal Flutter’s outside counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company Stars or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.9 or with the PurchaserFlutter’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that the Purchaser nothing herein shall not be required require Flutter to agree or consent to any increase in or variation in the consideration form of Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserFlutter’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser Flutter making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company Stars is advised of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement; and
(g) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Stars is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Flutter.
Appears in 2 contracts
Samples: Arrangement Agreement (Stars Group Inc.), Arrangement Agreement
Court Proceedings. The Purchaser shall Subject to the terms of this Agreement, Parent will cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information reasonably required by applicable Law to be supplied by the Purchaser Parent in connection therewith therewith. The Company will provide Parent’s outside counsel, as requested by the Company specified in writing. In connection Section 8.1(a), with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance. Subject to applicable Law, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.9 or with the PurchaserParent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that nothing in this Agreement shall limit the Purchaser shall not be required Company’s ability to agree or consent take any and all steps, including the filing of all manner of documents with any Governmental Entity, to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or enforce its rights under this Agreement;
(f, including in connection with any dispute involving the Company and its Subsidiaries on the one hand and Parent on the other hand. The Company shall also provide to Parent’s outside counsel, as specified in Section 8.1(a) oppose and on a timely basis, copies of any proposal from any Person that notice of appearance or other Court documents served on the Final Company in respect of the application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law the Company indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice or to appeal the PurchaserInterim Order or the Final Order. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. With the Company’s prior consent (such consent not to be unreasonably withheld or delayed), and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making Parent may make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Parent.
Appears in 2 contracts
Samples: Arrangement Agreement (Interoil Corp), Arrangement Agreement (Interoil Corp)
Court Proceedings. The Purchaser Primero shall cooperate with and assist apply to the Company in seeking Court for the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith Order as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shallfollows:
(a) as soon as is reasonably practicable after the date hereof, Primero shall file, proceed with and diligently pursue, and cooperate with prosecute an application to the Purchaser in diligently pursuing, Court for an Interim Order which shall request that the Interim Order shall provide:
(i) for the calling and holding of the Primero Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement;
(ii) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Primero Meeting and for the manner in which such notice is to be provided;
(iii) that the requisite approval for the Primero Resolution shall be 66 2/3% of the votes cast on the Primero Resolution by the Primero Shareholders present in person or by proxy at the Primero Meeting voting together as a single class, together with, if required by MI 61-101, minority approval in accordance with MI 61-101 (together, the “Primero Shareholder Approval”) as modified by the Interim Order;
(iv) that, except as modified by the Interim Order, in all other respects, the terms, conditions and restrictions of Primero’s constating documents, including quorum requirements and other matters, shall apply in respect of the Primero Meeting;
(v) for the grant of the Dissent Rights;
(vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order;
(bvii) provide legal counsel that the Primero Meeting may be adjourned or postponed from time to time by management of Primero subject to the Purchaser with a reasonable opportunity to review and comment upon drafts terms of all material to be filed with this Agreement without the Court in connection with need for additional approval of the Arrangement, and give reasonable consideration to all such commentsCourt;
(cviii) provide that the Purchaser on a timely basis with copies of any record date for Primero Shareholders entitled to notice of appearance, evidence or other documents served on and to vote at the Company or its legal counsel Primero Meeting need not change in respect of any adjournment(s) or postponement(s) of the application for Primero Meeting or any other change;
(ix) that each Primero Shareholder, Primero Warrantholder and Primero Optionholder will have the Interim Order or right to appear before the Court at the hearing of the Court to approve the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Orderso long as they enter an appearance within a reasonable time;
(dx) ensure that all material filed with for such other matters as Northgate may reasonably require, subject to obtaining the Court in connection with the Arrangement is consistent with this Agreement and the Plan prior consent of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consentPrimero, such consent not to be unreasonably withheld, conditioned withheld or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(gb) not object subject to legal counsel to obtaining the Purchaser making such submissions on the hearing of the motion for approvals as contemplated by the Interim Order and as may be directed by the Court in the Interim Order, take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. In such notice of motion in connection with the application for the Final Order as such counsel considers appropriateInterim Order, provided Primero will inform the Court that upon the Purchaser advises the Company approval of the nature Arrangement by the Primero Shareholders at the Primero Meeting, and subsequently by the Court, such court approval would be relied upon by Primero and Northgate as an approval of any such submissions prior the Arrangement for the purpose of relying on the exemption from the registration requirements of the 1933 Act pursuant to section 3(a)(10) thereof for the issuance of the Northgate Shares and the Northgate Exchange Options pursuant to the hearing Arrangement to the Primero Shareholders. The notices of motion and such submissions are consistent with related materials for the applications referred to in this Agreement section shall be in a form satisfactory to Primero and the Plan of ArrangementNorthgate, each acting reasonably.
Appears in 2 contracts
Samples: Arrangement Agreement (Primero Mining Corp), Support Agreement (Primero Mining Corp)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Phivida shall:
(a) diligently pursue, and cooperate with the Purchaser Choom in diligently pursuing, the Interim Order and and, subject to the approval of the Arrangement Resolution at the Phivida Meeting, the Final Order;
(b) provide legal counsel to the Purchaser Choom with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis legal counsel to Choom with copies of any notice of appearance, evidence or other documents served on the Company Phivida or its legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of ArrangementArrangement and that such material has been approved by Choom, acting reasonably, for filing;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserChoom’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably, provided that the Purchaser shall not be required to agree or Choom may, in its sole discretion, withhold its consent with respect to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserChoom’s obligations, or diminishes or limits the PurchaserChoom’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesconsultation and cooperation with, Choom; and
(g) not object to legal counsel to the Purchaser Choom appearing at and making such submissions on both the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser Choom advises the Company Phivida of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) shall diligently pursue, and cooperate with the Purchaser Parties in diligently pursuing, the Interim Order and the Final Order;
(b) , and the Company will provide the Purchaser Parties and their legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement prior to the service and filing of such materials, and will accept the reasonable comments of the Purchaser Parties and their legal counsel with respect to any information required to be supplied by the Purchaser Parties and included in such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement, and give reasonable consideration provided that no increase in or variation in the form of Consideration or other modification or amendment to all such comments;
(c) provide filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights under this Agreement or the Arrangement shall be made without the Purchaser’s prior written consent. In addition, the Company will not object to legal counsel to the Purchaser Parties making such submissions on a timely basis the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided the Purchaser Parties advise the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also provide legal counsel to the Purchaser Parties with copies of any notice of appearance, and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) . The Company will oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Spire Global, Inc.), Arrangement Agreement (Spire Global, Inc.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate co-operate with the Purchaser in diligently pursuing, the Interim Order and and, subject to the approval of the Arrangement Resolution at the Company Meeting, the Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of ArrangementArrangement and that such material has been approved by the Purchaser, acting reasonably, for filing;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably, provided that the Purchaser shall not be required to agree or may, in its sole discretion, withhold its consent with respect to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this AgreementAgreement or the Plan of Arrangement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser appearing at and making such submissions on both the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company and its legal counsel of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (TerrAscend Corp.), Arrangement Agreement
Court Proceedings. (1) The Purchaser shall Purchasers will cooperate with and assist the Company and the AP Preferred Equity Issuer in seeking pursuing the Interim Order and the Final Order, including by providing to the Company on a timely basis any information regarding the Purchasers, the Equity Investor, their respective affiliates and any financing sources, as applicable, required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. therewith.
(2) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company and the AP Preferred Equity Issuer shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuingPurchasers to obtain, the Interim Order and the Final Order;
(b) provide the Purchasers and their legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchasers for inclusion in such material), including drafts of the Interim Order and Final Order, and will give reasonable consideration to all such commentscomments of the Purchasers and their legal counsel, provided that all information relating to the Purchasers, the Equity Investor, their respective affiliates and any financing sources, as applicable, included in such materials shall be in a form and substance satisfactory to the Purchasers, acting reasonably;
(c) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(d) provide the Purchaser Purchasers’ legal counsel, on a timely basis basis, with copies of any notice of appearance, evidence or other documents document served on the Company or its the AP Preferred Equity Issuer or their legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(de) ensure not object to legal counsel to the Purchasers making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably; provided that such submissions are consistent in all material filed respects with the Court in connection with the Arrangement is consistent with terms of this Agreement and the Plan of Arrangement;
(ef) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.8 or with the Purchaser’s Purchasers’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, provided however, that nothing herein shall require the Purchaser shall not be required Purchasers to agree or consent to any increase in the Consideration, any increase in the consideration payable to Preferred Shareholders, Company Debentureholders or the MTN Noteholders, or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s Purchasers’ obligations, or diminishes or limits the Purchaser’s Purchasers’ rights, set forth in any such filed or served materials or under this Agreement;Agreement or the Arrangement; and
(fg) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and if prior to the Effective Date, the Company or the AP Preferred Equity Issuer are required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, it shall do so only after notice to the Purchaserto, and affording in consultation and cooperation with, the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementPurchasers.
Appears in 2 contracts
Samples: Arrangement Agreement (Atlantic Power Corp), Arrangement Agreement
Court Proceedings. The Purchaser shall Subject to the terms of this Agreement, the Parties will cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by the Purchaser providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the therewith. The Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with will provide the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser its Representatives with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the . The Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e) . Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.7 or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided provided, however, that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, 's obligations set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that Agreement or the Final Order contain any provision inconsistent with this AgreementArrangement. In addition, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such legal counsel considers appropriate, provided that the Purchaser advises the Company or its legal counsel is advised of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company will also provide the Purchaser on a timely basis with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.
Appears in 2 contracts
Samples: Arrangement Agreement (Integra Resources Corp.), Arrangement Agreement (Integra Resources Corp.)
Court Proceedings. (a) The Purchaser shall cooperate with and assist the Company in in, and consent to the Company, seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information regarding the Purchaser and its affiliates as reasonably requested by the Company or as required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. therewith.
(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, and in each case subject to Law, the Company shall:
(ai) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(bii) provide the Purchaser and its outside legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including drafts of the motion for Interim Order and Final Order, affidavits, the Interim Order and the Final Order, and give reasonable consideration to all such comments;
(ciii) promptly provide outside legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(div) not object to outside legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that (A) the Purchaser advises the Company of the nature of any such submissions and provides copies to the Company of any notice of appearance, motions or other documents supporting such submissions, in each case, on a timely basis prior to the hearing, and (B) such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement;
(v) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement;
(evi) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement;
(vii) if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser; and
(viii) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such which consent may not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or may, in its sole discretion, withhold its consent with respect to any increase in or variation in the consideration form of the Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, obligations or diminishes or limits the Purchaser’s rights, rights set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that , the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order Arrangement and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementVoting Support Agreements.
Appears in 2 contracts
Samples: Arrangement Agreement (Rogers Communications Inc), Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with The Company will provide the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal its counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments;.
(cb) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the The Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;.
(ec) Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided provided, however, that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase or change in the consideration Arrangement Consideration or other any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;Agreement or the Arrangement.
(d) The Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company or its legal counsel is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement.
(e) The Company will provide the Purchaser, on a timely basis, with:
(i) copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of:
(A) the application for the Interim Order or the Final Order; or
(B) any appeal therefrom; and
(ii) any notice, whether or not in writing, received by the Company or its legal counsel indicating any intention to:
(A) oppose the granting of the Interim Order or the Final Order; or
(B) appeal the Interim Order or the Final Order.
(f) The Company will oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Hecla Mining Co/De/), Arrangement Agreement (Klondex Mines LTD)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(ai) diligently pursue, and cooperate with the Purchaser SPAC in diligently pursuing, the Interim Order and the Final Order;
(bii) provide legal counsel to the Purchaser SPAC with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give will accept the reasonable consideration to all such commentscomments of SPAC and its legal counsel;
(ciii) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(div) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(ev) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall SPAC is not be required to agree or consent to any increase or variation in the consideration form of the Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserSPAC’s obligations, or diminishes or limits the PurchaserSPAC’s rights, set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement;
(fvi) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood faith consultation and cooperation with, SPAC; and
(gvii) not object to legal counsel to the Purchaser SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(b) Subject to the terms of this Agreement (including Section 10.04), SPAC will cooperate with, and assist the Company in, seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information reasonably required or requested to be supplied by SPAC in connection therewith.
Appears in 2 contracts
Samples: Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) shall diligently pursue, and the Purchaser and the Parent will cooperate with the Purchaser Company in diligently pursuing, the Interim Order and the Final Order;
(b) Order and the Company will provide the Purchaser, the Parent and their legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser and the Parent for inclusion in such material) and the Company will give reasonable consideration to the comments of the Purchaser, the Parent and their legal counsel on such material. The Company will use reasonable best efforts to ensure that all material filed by it with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser and the Parent making such comments;
(c) submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably; provided that the Parent and the Purchaser will provide the Company and its legal counsel with a reasonable opportunity to review and comment upon drafts of any such submissions and the Purchaser and the Parent will give reasonable consideration to the comments of the Company and its legal counsel on such submissions. The Company will also provide legal counsel to the Purchaser and the Parent on a reasonably timely basis with copies of any notice of appearancenotice, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, therefrom. Subject to Law and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court other than in connection with an Acquisition Proposal or an Intervening Event, the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) Company will not file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement hereby or with the Purchaser’s and the Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, acting reasonably; provided that the Purchaser nothing herein shall not be required require any Party to agree or consent to any increase change in the purchase price or other consideration contemplated hereby or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s in any material respect its obligations, or diminishes or limits the Purchaser’s in any material respect its rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose . If at any proposal from any Person that time after the issuance of the Final Order contain any provision inconsistent with this Agreementand prior to the Effective Date, and if the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, it will, whenever reasonably practicable, do so only after written notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementParent.
Appears in 2 contracts
Samples: Arrangement Agreement (Unitedhealth Group Inc), Arrangement Agreement (Catamaran Corp)
Court Proceedings. The Subject to the terms and conditions hereof, the Purchaser shall cooperate with shall, co-operate with, diligently assist in pursuing and assist consent to the Company in seeking the Interim Order and the Final Order, including by providing using commercially reasonable efforts to provide to the Company Company, on a timely basis basis, any information required by applicable Law to be supplied by the Purchaser or Acquisitionco in connection therewith as requested by the Company in writingtherewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(cb) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(dc) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(ed) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent (not to be unreasonably withheld, conditioned withheld or delayed), provided that the Purchaser shall is not be required to agree or consent to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(fe) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in consultation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(gf) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Hillman Companies Inc)
Court Proceedings. The Subject to the terms of this Agreement, Purchaser and Parent shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information reasonably required by applicable Law to be supplied by the Purchaser or Parent in connection therewith as requested by the therewith. The Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order shall provide both Purchaser and the Final Order, the Company shall:
(a) diligently pursue, Parent and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide their legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Purchaser or Parent for inclusion in such material), and will give reasonable consideration to all such comments;
(c) provide comments and will accept the reasonable comments of Purchaser on a timely basis and Parent and their legal counsel with copies of respect to any notice of appearancesuch materials. Subject to applicable Law, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.8 or with the both Purchaser’s and Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, provided that the nothing herein shall require Purchaser shall not be required or Parent to agree or consent to any increase in or variation in the form of consideration payable to the Company Shareholders or the holders of the Company Options or Company RSUs pursuant to the plan of Arrangement or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose Agreement or the Arrangement. The Company shall also provide to Purchaser and Parent and their legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on the Company in respect of the motion for the Interim Order or application for the Final Order contain (or any provision inconsistent with this Agreementappeals therefrom), and if required as well as any notice, whether written or oral, received by the terms Company indicating any intention to oppose the granting of the Interim Order or the Final Order or by Law to return to Court with respect to appeal the Interim Order or the Final Order do so only after notice to Order. The Company shall ensure that all materials filed with the PurchaserCourt in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) Company shall not object to Purchaser or Purchaser’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, ; provided that the Purchaser advises the Company is advised as promptly as practicable of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Purchaser.
Appears in 2 contracts
Samples: Arrangement Agreement (Score Media & Gaming Inc.), Arrangement Agreement (Penn National Gaming Inc)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all the Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Raging River shall:
(a) diligently pursue, permit Baytex and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal its counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed by Raging River with the Court in connection with the Arrangement, Arrangement and give reasonable consideration to all such commentsany supplement or amendment thereto;
(cb) provide the Purchaser counsel to Baytex, on a timely basis basis, with copies of any notice of appearance, appearance and evidence or other documents served on the Company Raging River or its legal counsel in respect of the application for Interim Order and the application for the Final Order or any appeal therefrom, and of any notice (written or oral) received by Raging River indicating an intention to oppose the granting of the Interim Order or the Final Order or any to appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(dc) ensure that all material filed with not object to legal counsel to Baytex making such submissions on the Court in connection with application for the Arrangement is consistent with this Agreement Interim Order and the Plan of Arrangementapplication for the Final Order as such counsel considers appropriate, acting reasonably;
(ed) subject to Laws, not file any material with with, or make any written submissions to, the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement hereby or with the Purchaser’s Baytex's prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed, ; provided that the Purchaser nothing herein shall not be required require Baytex to agree or consent to any increase in the increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s Baytex's obligations, or diminishes or limits the Purchaser’s Baytex's rights, set forth in any such filed or served materials or under this Agreement;; and
(fe) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order consultation and the application for the Final Order as such counsel considers appropriatecooperation with, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementBaytex.
Appears in 2 contracts
Samples: Arrangement Agreement (Baytex Energy Corp.), Arrangement Agreement (Baytex Energy Corp.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, Corporation shall, subject to the Company shallterms of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide the legal counsel to Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company Corporation or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company Corporation is advised of the nature of any such submissions on a timely basis prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement;
(e) ensure that all material filed with the Court in connection with pursuing the Interim Order or the Final Order is consistent in all material respects with this Agreement and the Plan of Arrangement;
(f) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement;
(g) not file any material with the Court in connection with pursuing the Interim Order or the Final Order or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with Purchaser’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed, provided that Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases Purchaser’s obligations or diminishes or limits Purchaser’s rights (including through the imposition of any additional conditions to the effectiveness of this Agreement or the Plan of Arrangement) set forth in any such filed or served materials or under this Agreement; and
(h) if, at any time after the issuance of the Final Order and prior to the Effective Time, Corporation is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, do so only after notice to, and in consultation and cooperation with, Purchaser.
Appears in 2 contracts
Samples: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)
Court Proceedings. The Purchaser (a) Subject to the terms of this Agreement, Xos shall use its commercially reasonable efforts to cooperate with and assist the Company EMV in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. .
(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company and in each case subject to applicable law, EMV shall:
(ai) diligently pursue, and cooperate with the Purchaser Xos in diligently pursuing, the Interim Order and the Final Order;
(bii) provide legal counsel to the Purchaser Xos with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(ciii) provide the Purchaser on a timely basis with copies of any notice of appearanceresponse to petition, evidence or other documents served on the Company EMV or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(div) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(ev) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserXos’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall Xos is not be required to agree or consent to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserXos’s obligations, or diminishes or limits the PurchaserXos’s rights, set forth in any such filed or served materials or under this Agreement;
(fvi) oppose any proposal from any Person person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(gvii) not object to legal counsel to the Purchaser Xos making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser Xos advises the Company EMV of the nature of any such submissions prior to the hearing and such submissions are reasonable and consistent with this Agreement and the Plan of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Electrameccanica Vehicles Corp.), Arrangement Agreement (Xos, Inc.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, or otherwise in connection with this Agreement or the transactions contemplated by this Agreement, the Company shallwill:
(a1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, pursue obtaining the Interim Order and the Final Order;
(b2) provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c3) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, delayed provided that the Purchaser shall is not be required to agree or consent to any increase in the consideration payable pursuant to this Agreement or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f6) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g7) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that such submissions are consistent with this Agreement and the Purchaser advises Company’s obligations in Section 2.6(1) and provided further that the Company and its legal counsel are advised of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangementhearing.
Appears in 2 contracts
Samples: Arrangement Agreement (Bridgeway National Corp.), Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and and, subject to the approval of the Arrangement Resolution at the Company Meeting, the Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application applications for the Interim Order or for the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably, provided that the Purchaser shall not be required to agree or may, in its sole discretion, withhold its consent with respect to any increase in the consideration Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) use commercially reasonable efforts to oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in reasonable consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion applications for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (Cresco Labs Inc.), Arrangement Agreement (Columbia Care Inc.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser Parent in diligently pursuing, the Interim Order and the Final Order;
(b) provide the Parent and its outside legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with with, or submitted to, the Court or any Governmental Authority in connection with the Arrangement, including drafts of the application for the Interim Order and Final Order, affidavits, Interim Order and Final Order, and give reasonable and due consideration to all such commentscomments of the Parent and its outside legal counsel, provided that all information relating to the Purchaser or any of its Affiliates included in such materials shall be in a form and substance satisfactory to the Parent, acting reasonably;
(c) provide to the Purchaser Parent and its outside legal counsel, on a timely basis with basis, copies of any notice of appearance, evidence or other documents served on the Company or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s Parent's prior written consent, such consent provided the Parent is not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Parent's or the Purchaser’s obligations, or diminishes or limits the Parent's or the Purchaser’s rights, set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and ;
(g) if the Company is required by the terms of the Final Order or by Applicable Law to return to Court with respect to the Final Order Order, do so only after notice to the Purchaserto, and affording in consultation and cooperation with, the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesParent; and
(gh) not object to legal counsel to the Purchaser Parent making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser Parent advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Purchaser
(a) Agnico shall cooperate with and assist the Company in Xxxxxxxx in, and consent to Xxxxxxxx, seeking the Interim Order and the Final Order, including by providing to the Company Xxxxxxxx on a timely basis any information regarding Agnico and its Affiliates as reasonably requested by Xxxxxxxx or as required by applicable Law to be supplied by the Purchaser Agnico in connection therewith as requested by the Company in writing. therewith.
(b) In connection with all Court proceedings relating to relatingto obtaining the Interim Order and the Final Order, the Company and in each case subject to Law, Xxxxxxxx shall:
(ai) diligently pursue, and consult and cooperate with the Purchaser Agnico in diligently pursuing, the Interim Order and the Final OrderOrder and any appeal therefrom or any amendment thereto;
(bii) provide Agnico and its legal counsel to the Purchaser with a reasonable and timely opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including drafts of the motion for Interim Order and Final Order, affidavits, the Interim Order and Final Order, and will give reasonable consideration to all such commentsthe comments of Agnico and its legal counsel;
(ciii) promptly provide the Purchaser on a timely basis Agnico’s legal counsel with copies of any notice of appearance, appearance and any evidence or other documents served on the Company Xxxxxxxx or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom or any amendment thereto, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(giv) not object to Agnico’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order or any appeal therefrom or any amendment thereto as such counsel considers appropriate, ; provided that the Purchaser that: (A) Agnico advises the Company Xxxxxxxx of the nature of any such submissions and provides copies to Xxxxxxxx of any notice of appearance, motions or other documents supporting such submissions, in each case, on a timely basis prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.hearing; and
Appears in 1 contract
Samples: Merger Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company EHT shall:
(a) diligently pursue, and cooperate with the Purchaser SKYE in diligently pursuing, the Interim Order and and, subject to Section 2.7, the Final Order;
(b) provide SKYE and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement and give reasonable consideration to all such comments. EHT will accept the comments of SKYE and its legal counsel with respect to any information required to be supplied by SKYE about SKYE and included in such materials;
(c) provide the Purchaser legal counsel to SKYE, on a timely basis basis, with copies of any notice of appearanceresponse to petition, evidence or other documents served on the Company EHT or its legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserSKYE’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser nothing herein shall not be required require SKYE to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserSKYE’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesconsultation and cooperation with, SKYE; and
(g) not object to legal counsel to the Purchaser SKYE making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementArrangement and provided further that EHT and its legal counsel are advised of the nature of any such submissions and approve such submissions prior to the hearing.
(2) In connection with all court proceedings relating to obtaining the Interim Order or Final Order, SKYE will cooperate and assist EHT, including by providing EHT on a timely basis any information reasonably required to be supplied by SKYE.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company will cooperate in seeking the Interim Order and the Final Order, including by Purchaser providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser concerning itself or its affiliates in connection therewith as requested by the therewith. The Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) will provide legal counsel to the Purchaser and Hydrogen Company with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, prior to service and filing of such materials, and will give reasonable consideration to all such comments;
(c) . The Company will also provide the legal counsel to Purchaser and Hydrogen Company on a timely basis with copies of any notice of appearance, evidence or other court documents served on the Company or its legal counsel in respect of the application for the Interim Order or and the Final Order or any appeal from them, therefrom and of any notice, whether written or oral, received by the Company indicating the any intention of any Person to appeal, or oppose the granting of, of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;
(d) ensure that all material filed with . Subject to applicable Laws, the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) Company will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement hereby or with the Purchaser’s prior written consent, consent (such consent not to be unreasonably withheld, conditioned or delayed, ); provided that the nothing herein shall (i) require Purchaser shall not be required to agree or consent to any increase in the consideration Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
, or (fii) oppose limit the Company’s ability to take any proposal from and all steps, including the filing of all manner of documents with any Person Governmental Entity, to enforce its rights hereunder, including in connection with any dispute involving the Company and its subsidiaries on the one hand and Parent and Purchaser on the other hand. The Company will ensure that all material filed with the Final Order contain any provision inconsistent Court in connection with this Agreement, and if required by the Arrangement is consistent in all material respects with the terms of this Agreement and the Final Order or by Law to return to Court with respect to Plan of Arrangement. In addition, the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. (1) The Purchaser shall and the Guarantor will cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the Company on a reasonably timely basis with any information regarding the Purchaser, the Guarantor, their respective affiliates and any financing sources, as applicable, that is required by applicable Law to be supplied by the Purchaser included in connection therewith as requested by the Company in writing. Proxy Statement.
(2) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser and its legal counsels and financial advisors with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give will accept and implement the reasonable consideration comments of the Purchaser and its legal counsels and financial advisors; provided however that the Company agrees that all information relating solely to the Purchaser or the Guarantor included in all such commentsmaterials must be in a form and content satisfactory to the Purchaser in its sole discretion;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided ; except that nothing in this Agreement shall require the Purchaser shall not be required or the Guarantor to agree or consent to any increase or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s or the Guarantor’s obligations, or diminishes or limits the Purchaser’s or the Guarantor’s rights, set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement; or that requires any amendment or modification to the terms and conditions of the Voting Agreements;
(f) oppose any proposal from any Person that the Final Order contain contains any provision inconsistent with the Arrangement or this Agreement, and, if at any time after the issuance of the Final Order and if prior to the Effective Date, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, ; provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent consistent, in all material respects, with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings Proceedings relating to obtaining the Interim Order and the Final Order, the Company Corporation shall, subject to the terms of this Agreement:
(a1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b2) provide the Purchaser and its outside legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with with, or submitted to, the Court Court, the Director or the OSC in connection with the Arrangement, including drafts of the motion for Interim Order and Final Order, affidavits, Interim Order and Final Order, and give reasonable consideration to all such commentscomments of the Purchaser and its outside legal counsel, provided that all information relating to the Purchaser, the Financing Sources and their respective affiliates included in such materials shall be in a form and substance satisfactory to the Purchaser, acting reasonably;
(c3) provide to the Purchaser and its outside legal counsel, on a timely basis with basis, copies of any notice of appearance, evidence or other documents served on the Company Corporation or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material materials filed with the Court by the Corporation in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) not file any material materials with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall is not be required to agree or consent to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s 's obligations, or diminishes or limits the Purchaser’s 's rights, set forth in any such filed or served materials or under this Agreement, the Arrangement and the D&O Support and Voting Agreements;
(f6) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and ; if the Corporation is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, it shall do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g7) not object to the outside legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company Corporation of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:EHT shall:
(a) diligently pursue, and cooperate with the Purchaser SKYE in diligently pursuing, the Interim Order and and, subject to Section 2.7, the Final Order;
(b) provide SKYE and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement and give reasonable consideration to all such comments. EHT will accept the comments of SKYE and its legal counsel with respect to any information required to be supplied by SKYE about SKYE and included in such materials;
(c) provide the Purchaser legal counsel to SKYE, on a timely basis basis, with copies of any notice of appearanceresponse to petition, evidence or other documents served on the Company EHT or its legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserSKYE’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser nothing herein shall not be required require SKYE to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserSKYE’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesconsultation and cooperation with, SKYE; andand
(g) not object to legal counsel to the Purchaser SKYE making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementArrangement and provided further that EHT and its legal counsel are advised of the nature of any such submissions and approve such submissions prior to the hearing.
(2) In connection with all court proceedings relating to obtaining the Interim Order or Final Order, SKYE will cooperate and assist EHT, including by providing EHT on a timely basis any information reasonably required to be supplied by SKYE.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and the Purchaser will cooperate with the Purchaser Company in diligently pursuing, the Interim Order and the Final Order. The Purchaser shall provide to the Company on a timely basis any information required to be supplied by the Purchaser in connection therewith;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall is not be required to agree or consent to any increase in the consideration Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser and its legal counsel, in diligently pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, prior to the service and filing of such materials, and give reasonable consideration to all such commentscomments and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any information required to be supplied by the Purchaser and included in such materials;
(c) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, appeal or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with the terms of this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably, provided that neither the Purchaser shall not be nor the Parent is required to agree or consent to any increase in the consideration Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, Purchaser or the Parent's obligations or diminishes or limits the Purchaser’s rightsPurchaser or the Parent's rights in any material respect, set forth in in this Agreement or in any of such filed or served materials or under this Agreementmaterials;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to the Purchaserto, and affording in consultation and cooperation with, the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesand its legal counsel; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangementacting reasonably.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by will provide the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal its counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments;
(c) . The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making reasonable submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company or its legal counsel is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company will also provide the Purchaser on a timely basis with copies of any notice of appearance, appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, therefrom and of any notice, written whether or oralnot in writing, received by the Company or its legal counsel indicating the any intention of any Person to appeal, or oppose the granting of, of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;
(d) ensure . In the event that all material any materials are filed with opposing the Court in connection with grant of the Arrangement is consistent with this Agreement and Final Order, the Plan Company will, at the request of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that adjourn the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms hearing of the Final Order or by Law to return to Court in accordance with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing provisions of the motion for the Interim Order or, if no such provision is made in the Interim Order or the parties otherwise agree, as determined by the parties and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementCourt.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (aA) diligently pursue, pursue (and Buyer shall reasonably cooperate with the Purchaser Company in diligently pursuing), the Interim Order and the Final Order;
; (bB) provide legal counsel to the Purchaser Buyer and its Representatives with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and give accept the reasonable consideration comments of Buyer and its Representatives, and all information relating to all Buyer included in such comments;
materials must be in a form and content reasonably satisfactory to Buyer; (cC) provide to the Purchaser Buyer on a timely basis with copies of any notice of appearanceresponse to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (dD) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement;
; (eE) not file any material with the Court that results in connection with the Arrangement an increase or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase variation in the consideration form of the Exchange Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserBuyer’s obligations, or diminishes or limits the PurchaserBuyer’s rights, set forth in any such filed or served materials or under this Agreement;
, the Arrangement, the Plan of Arrangement or the Transaction Support Agreements; (fF) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Effective Time, the Company is required by the terms of the Final Order or by Law applicable Legal Requirement to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood faith consultation with, Buyer; and
and (gG) not object to legal counsel to the Purchaser Buyer making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser Buyer advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(ii) Subject to the terms of this Agreement, Bxxxx will reasonably cooperate with, and assist the Company in, seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any material information reasonably required or reasonably requested to be supplied by Buyer in connection therewith.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (a) diligently pursue, and cooperate with the Purchaser Parent in diligently pursuing, the Interim Order and the Final Order;
Order and any appeal therefrom or any amendment thereto; (b) provide Parent and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with with, or submitted to, the Court or the CBCA Director in connection with the ArrangementArrangement (including drafts of the motion for Interim Order and Final Order, affidavits, Interim Order and Final Order), prior to the service and filing of such materials, and give reasonable consideration to all such comments;
comments of Parent and its legal counsel, provided that all Parent Information shall be in a form and substance satisfactory to Parent; (c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserParent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser Parent shall not be required to agree or consent to any increase in or variation in the consideration form of the Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserParent’s obligations, or diminishes or limits the PurchaserParent’s rights, set forth in any such filed or served materials or under this Agreement;
Agreement or the Arrangement and the Voting Support Agreements; (fd) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, Agreement and if required by the terms of the Final Order or by Law to return to Court consult with Parent with respect to the Final Order do so only after notice defense or settlement of any Company shareholder or derivative proceeding and shall not settle in respect of any such proceeding without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; (e) ensure that all material filed with the Purchaser, Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesPlan of Arrangement; and
(gf) not object to legal counsel to the Purchaser Parent making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that the Purchaser Parent advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement; and (g) provide Parent on a timely basis with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. If, at any time after the issuance of the Final Order and prior to the Effective Time, the Company is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it shall do so only after notice to, and in good faith consultation and cooperation with, Parent.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing Subject to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser terms of this Agreement, in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Stars shall:
(a) diligently pursue, and cooperate with the Purchaser Flutter in diligently pursuing, the Interim Order and the Final Order, and Flutter shall provide to Stars, on a timely basis, any information reasonably required to be supplied by Flutter in connection therewith;
(b) provide legal Xxxxxxx’s outside counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company Stars or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.9 or with the PurchaserXxxxxxx’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that the Purchaser nothing herein shall not be required require Flutter to agree or consent to any increase in or variation in the consideration form of Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserFlutter’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser Flutter making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company Stars is advised of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement; and
(g) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Stars is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Flutter.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (aA) diligently pursue, pursue (and Purchaser shall reasonably cooperate with the Purchaser Company in diligently pursuing), the Interim Order and the Final Order;
; (bB) provide legal counsel to the Purchaser and its Representatives with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and give reasonable consideration reasonably consider the comments of Purchaser and its Representatives, and ensure that all information relating to all Purchaser included in such comments;
materials must be in a form and content reasonably satisfactory to Purchaser; (cC) provide the Purchaser on a timely basis with copies of any notice of appearance, response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (dD) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement;
; (eE) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that the Purchaser shall is not be required to agree or consent to any increase or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such materials or under any such filed or served materials or under materials, this Agreement;
, the Arrangement, the Plan of Arrangement or the Voting Agreements (fF) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood faith consultation and cooperation with, Purchaser; and
and (gG) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(ii) Subject to the terms of this Agreement (including Section 10.3 hereof), Purchaser will reasonably cooperate with, and assist the Company in, seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any material information reasonably required or reasonably requested to be supplied by Purchaser in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (Healthwell Acquisition Corp. I)
Court Proceedings.
(a) The Purchaser shall cooperate with and assist the Company in in, and consent to the Company, seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. therewith.
(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, and in each case subject to applicable Law, the Company shall:
(ai) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(bii) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with pursuing the ArrangementInterim Order or the Final Order, and give reasonable consideration to all such comments;
(ciii) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(giv) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is advised of the nature of any such submissions on a timely basis prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement;
(v) ensure that all material filed with the Court in connection with pursuing the Interim Order or the Final Order is consistent in all material respects with this Agreement and the Plan of Arrangement;
(vi) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement;
(vii) if at any time after the issuance of the Final Order and prior to the Effective Date the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser; and
(viii) not file any material with the Court in connection with pursuing the Interim Order or the Final Order or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed, provided that the Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a1) diligently pursue, and cooperate with the Parent and the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b2) provide the Parent and the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give will accept the reasonable consideration to all such commentscomments of the Parent and the Purchaser and its legal counsel;
(c3) provide legal counsel to the Parent and the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Parent and the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably, provided that the Purchaser shall Parent is not be required to agree or consent to any increase in in, or variation of the consideration form of, the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s or Parent’s obligations, or diminishes or limits the Parent’s or Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f6) oppose any proposal from any Person that the Final Order contain any provision materially inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to to, and in consultation and cooperation with, the Parent and the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g7) not object to legal counsel to the Parent and the Purchaser making such submissions on the hearing of the motion application for either the Interim Order and the application for or the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is advised of the nature of any such submissions prior to the hearing and such submissions are consistent not inconsistent with this Agreement and or the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information reasonably required by applicable Law to be supplied by the Purchaser or Acquireco in connection therewith as requested by therewith. The Company shall provide the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide Purchaser’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance. Subject to applicable Laws, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase in or variation in the consideration form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on the Final Company in respect of the application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law the Company indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to ’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The (a) Subject to the terms of this Agreement, the Purchaser shall will cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. .
(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, and in each case subject to applicable law, the Company shallwill:
(ai) diligently pursue, and cooperate with provide the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal its counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(dii) ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(eiii) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.06 or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided provided, however, that nothing in this Agreement shall require the Purchaser shall not be required to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, 's obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(giv) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company or its legal counsel is advised of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(v) provide the Purchaser on a timely basis with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order; and
(vi) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (aA) diligently pursue, pursue (and SPAC and the Acquisition Entities shall reasonably cooperate with the Purchaser Company in diligently pursuing), the Interim Order and the Final Order;
; (bB) provide legal counsel to the Purchaser SPAC and its Representatives with a reasonable and timely opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and give reasonable consideration reasonably consider the comments of SPAC and its Representatives, and all information relating to all SPAC and the Acquisition Entities included in such comments;
materials must be in a form and content reasonably satisfactory to SPAC; (cC) provide the Purchaser on a timely basis with copies of any notice of appearance, response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (dD) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
; (eE) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, acting reasonably; provided that the Purchaser shall SPAC is not be required to agree or consent to any increase or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserSPAC’s obligationsobligations or Liabilities, or diminishes or limits the PurchaserSPAC’s rights, set forth in any such materials or under any such filed or served materials or under materials, this Agreement;
, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreement; (fF) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if if, at any time after the issuance of the Final Order and prior to the Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood-faith consultation and cooperation with, SPAC; and
and (gG) not object to legal counsel to the Purchaser SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(ii) Subject to the terms of this Agreement (and Section 11.3 hereof), SPAC will reasonably cooperate with, and assist the Company in, seeking the Interim Order and the Final Order, including by providing the Company on a timely basis with any material information reasonably required or reasonably requested to be supplied by SPAC in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (Arogo Capital Acquisition Corp.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (ai) diligently pursue, and cooperate with the Purchaser in diligently pursuing, pursue the Interim Order and the Final Order;
; (bii) provide FEAC’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give accept the reasonable consideration to all such comments;
comments of FEAC and its legal counsel; (ciii) provide the Purchaser on a timely basis with FEAC copies of any notice of appearance, evidence or other documents served on the Company it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (div) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement;
; (ev) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserFEAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall FEAC is not be required to agree or consent to any increase or variation in the consideration form of the Exchange Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement;
(f) , oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood faith consultation and cooperation with, FEAC; and
and (gvii) not object to legal counsel to the Purchaser FEAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser FEAC advises the Company of the nature of any such submissions prior to reasonably in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(b) Subject to the terms of this Agreement, FEAC will cooperate with, and assist the Company, in seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information reasonably required or requested to be supplied by FEAC in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (Forbion European Acquisition Corp.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) GVIC will diligently pursue, and cooperate with the Purchaser Glacier in diligently pursuing, pursuing the Interim Order and the Final Order;
(b) Order and GVIC will provide legal counsel to the Purchaser Glacier and its Representatives with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Glacier for inclusion in such material) and GVIC will accept the reasonable comments of Glacier and its Representatives on such material. All information relating solely to GVIC’s reliance on the Section 3(a)(10) Exemption and the effect thereof included in any filings with the Court shall be in form and content satisfactory to Glacier, acting reasonably. GVIC will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, GVIC will not object to Glacier’s applicable Representative making such submissions in support of the application for the Interim Order and give reasonable consideration the application for the Final Order; provided, however, that Glacier advises GVIC of the nature of such submissions prior to all the hearing and such comments;
(c) submissions are consistent with this Agreement and the Plan of Arrangement. GVIC will also provide the Purchaser Glacier’s applicable Representative on a timely basis with copies of any notice of appearancenotice, evidence or other documents served on the Company GVIC or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not . Subject to Applicable Laws, no Party will file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, served except as contemplated by this Agreement hereby or with the Purchaser’s other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned delayed or delayed, conditioned; provided however that the Purchaser shall not be required nothing herein will require Glacier to agree or consent to any increase in the increased purchase price or other consideration or other modification or amendment to such filed or served materials that materially expands or increases the PurchaserGlacier’s obligations, or materially diminishes or limits Glacier’s rights in respect of the Purchaser’s rightstransactions contemplated by this Agreement, set forth in any such filed or served materials or under this Agreement;
(f) oppose . If at any proposal from any Person that time after the issuance of the Final Order contain any provision inconsistent with this Agreementand prior to the Effective Date, and if GVIC is required by the terms of the Final Order or by Applicable Law to return to Court with respect to the Final Order Order, it will, whenever reasonably practicable, do so only after reasonable written notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementGlacier.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) Pure LP will diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) Order and Pure LP will provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and Pure LP will accept the reasonable comments of the Purchaser and its legal counsel on such material. Pure LP will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Pure LP will not object to legal counsel to the Purchaser making such submissions in support of the application for the Interim Order and give reasonable consideration the application for the Final Order; provided however, that the Purchaser advises Pure LP of the nature of any such submissions prior to all the hearing and such comments;
(c) submissions are consistent with this Agreement and the Plan of Arrangement. Pure LP will also provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearancenotice, evidence or other documents served on the Company Pure LP or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not . Subject to Law, no Party will file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement hereby or with the Purchaser’s other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned; provided however, provided that nothing herein will require the Purchaser shall not be required to agree or consent to any increase in the increased purchase price or other consideration or other modification or amendment to such filed or served materials that materially expands or increases the Purchaser’s obligations, or materially diminishes or limits the Purchaser’s rightsrights in respect of the Transactions, set forth in any such filed or served materials or under this Agreement;
(f) oppose . If at any proposal from any Person that time after the issuance of the Final Order contain any provision inconsistent with this Agreementand prior to the Effective Date, and if Pure LP is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, it will, whenever reasonably practicable, do so only after written notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser Parties shall cooperate with with, assist and assist consent to the Company in Corporation seeking the Interim Order and the Final Order, including by providing to the Company Corporation on a timely basis any information regarding the Purchaser Parties and their affiliates as required by applicable Law to be supplied by the Purchaser Parties in connection therewith as requested by the Company in writingtherewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Corporation shall:
(a1) diligently pursue, and cooperate with the Purchaser Parties in diligently pursuing, the Interim Order and the Final Order;
(b2) provide the Purchaser Parties and their outside legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with with, or submitted to, the Court or the Enterprise Registrar in connection with the Arrangement, including drafts of the motion for Interim Order and Final Order, affidavits, the Interim Order and the Final Order, and give reasonable consideration to all such commentscomments of the Purchaser Parties and their legal counsel;
(c3) provide outside legal counsel to the Purchaser Parties on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company Corporation or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser Parties shall not be required to agree or consent to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s Purchaser Parties’ obligations, or diminishes or limits the Purchaser’s Purchaser Parties’ rights, set forth in any such filed or served materials or under this Agreement, or that require any amendment or modification to the terms and conditions of the Support and Voting Agreements;
(f6) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this AgreementAgreement and consult with the Purchaser Parties with respect to the defense or settlement of any shareholder or derivative proceeding, and not settle in respect of any such proceeding without the Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; and
(7) at any time after the issuance of the Final Order and prior to the Effective Time, return to Court with respect to the Final Order, if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so so, only after notice to the Purchaserto, and affording in consultation and co-operation with, the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementParties.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, Brio will provide Leagold and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal its counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments;.
(cb) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) Brio will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;.
(ec) Subject to applicable Law, Brio will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.6 or with the PurchaserLeagold’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided provided, however, that the Purchaser nothing herein shall not be required require Leagold to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases the PurchaserLeagold’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;Agreement or the Arrangement.
(fd) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) Brio will not object to legal counsel to the Purchaser Leagold making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company Brio or its legal counsel is advised of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement.
(e) Brio will provide Leagold, on a timely basis, with:
(i) copies of any notice of appearance and evidence or other documents served on Brio or its legal counsel in respect of:
(A) the application for the Interim Order or the Final Order; or
(B) any appeal therefrom; and
(ii) any notice, whether or not in writing, received by Brio or its legal counsel indicating any intention to:
(A) oppose the granting of the Interim Order or the Final Order; or
(B) appeal the Interim Order or the Final Order.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and reasonably cooperate with the Purchaser in diligently pursuing, the Interim Order and and, subject to the approval of the Arrangement Resolution at the Company Meeting, the Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any Arrangement and that reasonable opportunity has been provided to the Purchaser to review such material with and reasonable consideration given by the Court in connection with Company to all comments of the Arrangement or serve any such material, or agree Purchaser prior to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, filing; provided that the Purchaser shall not be required have the right to agree or consent consent, in its sole discretion, with respect to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s 's obligations, or diminishes or limits the Purchaser’s 's rights, set forth in any such filed or served materials or under this Agreement;
(fe) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in reasonable consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(gf) not object to legal counsel to the Purchaser appearing at and making such submissions on both the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Subject to the terms of this Agreement, the Company will diligently pursue, and the Purchaser shall will cooperate with and reasonably assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuingseeking, the Interim Order and the Final Order;
(b) . The Company will provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) . The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, appearance or notice of intent to oppose or any evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person therefrom. Subject to appeal, or oppose the granting ofapplicable Law, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) Company will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase in the consideration Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that . In addition, the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, provided that the Purchaser advises the Company is advised of the nature of any such submissions prior to the such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also oppose any appearance, proposal or motion from any third party on the hearing of the motion for the Interim Order and the application for the Final Order which is inconsistent with this Agreement or the Plan of Arrangement. If at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement (B2gold Corp)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings Proceedings relating to obtaining the Interim Order and the Final Order, the Company STEP shall:
: (a) diligently pursue, and cooperate co-operate with the Purchaser Parties in diligently pursuing, the Interim Order and the Final Order;
; (b) provide the Purchaser Parties and their legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with with, or submitted to, the Court or the Registrar in connection with the ArrangementArrangement and any supplement or amendment thereto, including by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such materials, prior to the service and filing of such materials, and give will accept the reasonable consideration comments of the Purchaser Parties and their legal counsel, provided that all information relating to all the Purchaser Parties included in such comments;
materials shall be in a form and substance satisfactory to the Purchaser Parties, acting reasonably; (c) provide to the Purchaser Parties and their legal counsel on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company STEP or its legal counsel in respect of the application for the Interim Order or and/or the Final Order or any appeal from them, therefrom and of any notice, notice (written or oral, ) received by STEP indicating the any intention of any Person to appeal, or oppose the granting of, of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;
; (d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all respects with this Agreement and the Plan of Arrangement;
; (e) not not, subject to Applicable Laws, file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consentconsent of the Purchaser Parties, such consent not to be unreasonably withheld, conditioned withheld or delayed, provided that the Purchaser Parties shall not be required to agree or consent to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligationsobligations of the Purchaser Parties, or diminishes or limits the Purchaser’s rights, rights of the Purchaser Parties as may be set forth in any such filed or served materials or under this Agreement;
, the Arrangement, the Plan of Arrangement or the STEP Lock-up Agreements; (f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser Parties making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such legal counsel considers appropriate, provided acting reasonably; (g) oppose any proposal from any Person that the Purchaser advises Interim Order or the Company Final Order contain any provision inconsistent with this Agreement; and (h) if required by the terms of the nature of any such submissions prior Final Order or by Applicable Law to return to Court with respect to the hearing Final Order, to do so only after notice to, and such submissions are consistent with this Agreement in consultation and cooperation with, the Plan of ArrangementPurchaser Parties.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (ai) diligently pursue, and cooperate with the Purchaser in diligently pursuing, pursue the Interim Order and the Final Order;
; (bii) provide SPAC’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and give reasonable consideration in good faith to all such comments;
; (ciii) provide the Purchaser on a timely basis with SPAC copies of any notice of appearance, evidence or other documents served on the Company it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (div) ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with this Agreement and the Plan of Arrangement;
; (ev) not file any material materials with the Court in connection with the Arrangement or serve any such materialmaterials, or and not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, provided that the Purchaser shall SPAC is not be required to agree or consent to any increase or variation in the form of the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement;
(f) , oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood faith consultation and cooperation with, SPAC; and
and (gvii) not object to legal counsel to the Purchaser SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel reasonably considers appropriate; provided, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementArrangement and SPAC provides the Company with copies of such submissions prior to the hearing and affords the Company a reasonable opportunity to consult with SPAC regarding the same.
(b) Subject to the terms of this Agreement, each of Pubco and SPAC shall cooperate with, assist and consent to the Company seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information (i) required by applicable Law to be supplied by it in connection therewith or (ii) reasonably requested by the Company in writing.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. III)
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information reasonably required by applicable Law to be supplied by the Purchaser in connection therewith as requested by therewith. The Company shall provide the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide Purchaser’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance. Subject to applicable Law, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase in or variation in the consideration form of Consideration or other modification or amendment to such filed or served materials material that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials material or under this Agreement;
(f) oppose Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on the Final Company in respect of the application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law the Company indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice or to appeal the Interim Order or the Final Order. The Company shall ensure that all material filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to ’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is advised of the nature of any such submissions with reasonably sufficient time prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) shall diligently pursue, and cooperate with the Purchaser SPAC in diligently pursuing, the Interim Order and the Final Order;
(b) , and the Company will provide the SPAC and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, prior to the service and give filing of such materials, and will accept the reasonable comments of the SPAC and its legal counsel with respect to any information required to be supplied by the SPAC and included in such materials. The Company will not file any material with the Court in connection with the Plan of Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with the SPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, that the SPAC is not required to agree or consent to any increase or variation in the form of the consideration payable hereunder or other modification or amendment to all such comments;
(c) filed or served materials that expands or increases its obligations, or diminishes or limits its rights, set forth in any such filed or served materials or under this Agreement or the Plan of Arrangement. In addition, the Company will not object to legal counsel to the SPAC making such submissions on the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably; provided, that the SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also provide legal counsel to the Purchaser on a timely basis SPAC with copies of any notice of appearance, and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser . The Company shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) also oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this AgreementAgreement and the Plan of Arrangement and, if at any time after the issuance of the Final Order and if prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, it shall do so only after notice to the Purchaserto, and affording in consultation and cooperation with, the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementSPAC.
Appears in 1 contract
Samples: Business Combination Agreement (Focus Impact Acquisition Corp.)
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information reasonably required by applicable Law to be supplied by the Purchaser or Acquireco in connection therewith as requested by therewith. The Company shall provide the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide Purchaser’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance. Subject to applicable Law, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase in or variation in the consideration form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on the Final Company in respect of the application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law the Company indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to ’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is advised of the nature of any such submissions with reasonably sufficient time prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) will diligently pursue, and cooperate with the Purchaser Parent in diligently pursuing, the Interim Order and the Final Order;
(b) . The Company will provide Parent and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and shall give reasonable and due consideration to all such comments;
comments (c) provided that all information relating to the Parent Parties and their respective Affiliates included in such materials shall be in form and content satisfactory to Parent, acting reasonably). The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Laws, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except with Parent’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned; provided, however, that nothing herein shall require Parent to agree or consent to any increase in the consideration offered or change to the form of the consideration offered to Company Shareholders under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the obligations of Holdings, Parent and any of their respective Subsidiaries set forth in any such filed or served materials or under this Agreement, the Mergers or the Arrangement. In addition, the Company will not object to Parent or its legal counsel making such submissions on the hearing of the application for the Interim Order and the application for the Final Order as Parent or its legal counsel considers reasonably appropriate. The Company will also provide the Purchaser Parent and its legal counsel, on a timely basis basis, with copies of any notice of appearance, appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, therefrom and of any notice, written whether or oralnot in writing, received by the Company or its legal counsel indicating the any intention of any Person to appeal, or oppose the granting of, of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;
(d) ensure . The Company will also oppose any proposal from any Person that all material filed with the Court in connection with the Arrangement is consistent Final Order contain any provision inconsistent with this Agreement and consult with Parent with respect to the Plan defense or settlement of Arrangement;
(e) any Company Shareholder or derivative proceeding and shall not file any material with the Court settle in connection with the Arrangement or serve respect of any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaserproceeding without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) will provide legal counsel to the Parent, USCo, the Purchaser and US New Opco with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to all such comments;
(c) provide . The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to Applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Parent’s, USCo’s or the Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Parent, USCo, the Purchaser and US New Opco making such submissions in favor of the consummation of the Arrangement on the hearing of the motion for the Interim Order and the application for the Final Order, consistent with the terms of this Agreement and the Plan of Arrangement, as such counsel considers appropriate, provided that the Company and its legal counsel are advised of the nature of any submissions prior to the hearing. The Company will also provide legal counsel to the Parent, USCo, the Purchaser and US New Opco on a timely basis with copies of any notice of appearance, appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, therefrom and of any notice, written whether or oralnot in writing, received by the Company or its legal counsel indicating the any intention of any Person to appeal, or oppose the granting of, of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) , and the Company will provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, prior to the service and give filing of that material, and will accept the reasonable consideration comments of the Purchaser and its legal counsel with respect to any such information required to be supplied by the Purchaser and included in such material and any other matters contained therein. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such comments;
(c) submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearancenotice, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with . Subject to applicable Law, the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) Company will not file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.6 or with the Purchaser’s prior written consentconsent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed; provided, provided however, that nothing herein shall (i) require the Purchaser shall not be required to agree or consent to any increase in the consideration Consideration or other modification or amendment to such filed or served materials that expands or increases the obligations of the Purchaser’s obligations, or diminishes or limits the rights of the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
Agreement or the Arrangement or (fii) limit the Company’s ability to take any and all steps, including the filing of all manner of documents with any Governmental Entity, to enforce its rights hereunder, including in connection with any dispute involving the Company (and/or the Company Subsidiaries) on the one hand, and the Purchaser (and/or its affiliates) on the other hand . The Company will also oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and if prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, it shall do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement (Merus Labs International Inc.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) Order and the Company will provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Purchaser for inclusion in such material, prior to the service and give filing of that material, and will accept the reasonable consideration comments of the Purchaser and its legal counsel with respect to any such information required to be supplied by the Purchaser and included in such material and any other matters contained therein. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such comments;
(c) submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with . Subject to Laws, the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) Company will not file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement hereby or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed, ; provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase in the increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) . The Company will oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, Order the Company shall:
(a) diligently pursue, and cooperate with the Purchaser Xxxxxx and Acquireco in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser Parent with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such commentscomments (recognizing that whether or not the comments are appropriate shall be determined by the Company, acting reasonably);
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserParent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall Parent is not be required to agree or consent to any increase in or variation in the consideration quantum or form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserParent’s obligations, or diminishes or limits the PurchaserParent’s rights, set forth in any such filed or served materials or under this Agreement;
(f) subject to Article 5, oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesconsultation and cooperation with, Parent; and
(g) not object to legal counsel to the Purchaser Parent making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, ; provided that the Purchaser advises the Company is advised of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b2) provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give will accept the reasonable consideration to all such commentscomments of the Purchaser and its legal counsel;
(c3) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably, provided that the Purchaser shall is not be required to agree or consent to any increase in in, or variation of the consideration form of, the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f6) oppose any proposal from any Person that the Final Order contain any provision materially inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g7) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion application for either the Interim Order and the application for or the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is advised of the nature of any such submissions prior to the hearing and such submissions are consistent not inconsistent with this Agreement and or the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (ai) diligently pursue, and cooperate with the Purchaser SPAC in diligently pursuing, the Interim Order and the Final Order;
; (bii) provide SPAC’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
; (ciii) provide the Purchaser on a timely basis with SPAC copies of any notice of appearance, evidence or other documents served on the Company it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (div) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement;
; (ev) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall SPAC is not be required to agree or consent to any increase or variation in the consideration form of the Stockholder Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement;
(f) , oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood faith consultation and cooperation with, SPAC; and
and (gvii) not object to legal counsel to the Purchaser SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel reasonably considers appropriate, provided that the Purchaser SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(b) Subject to the terms of this Agreement, SPAC will cooperate with, assist and consent to the Company seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information (i) required by applicable Law to be supplied by SPAC in connection therewith or (ii) reasonably requested by the Company in writing.
Appears in 1 contract
Samples: Business Combination Agreement (CF Acquisition Corp. VI)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (ai) diligently pursue, and cooperate with the Purchaser in diligently pursuing, pursue the Interim Order and the Final Order;
; (bii) provide Prospector’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and give accept the reasonable consideration to all such comments;
comments of Prospector and its legal counsel; (ciii) provide the Purchaser Prospector on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (div) ensure that all material materials filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
; (ev) not file any material materials with the Court in connection with the Arrangement or serve any such materialmaterials, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserProspector’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall Prospector is not be required to agree or consent to any increase or variation in the consideration form of the Exchange Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement;
(f) , oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood faith consultation and cooperation with, Prospector; and
and (gvii) not object to Prospector’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser Prospector advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(ii) Subject to the terms of this Agreement, Prospector will reasonably cooperate with, and assist the Company, in seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any material information reasonably required or reasonably requested to be supplied by Prospector in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (Prospector Capital Corp.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (a) In connection with all Court proceedings relating to obtaining the Interim Order and or the Final Order, the Company shall:
: (ai) diligently pursue, and cooperate with the Purchaser in diligently pursuing, pursue the Interim Order and the Final Order;
; (bii) provide SPAC’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give accept the reasonable consideration to all such comments;
comments of SPAC and its legal counsel; (ciii) provide the Purchaser on a timely basis with SPAC copies of any notice of appearance, evidence or other documents served on the Company it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (div) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
; (ev) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that the Purchaser shall SPAC is not be required to agree or consent to any increase or variation in the form of the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement;
(f) , oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood faith consultation and cooperation with SPAC; and
and (gvii) not object to legal counsel to the Purchaser SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(b) Subject to the terms of this Agreement, SPAC will cooperate with, and assist, the Company in seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information reasonably required or requested to be supplied by SPAC in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (Pyrophyte Acquisition Corp.)
Court Proceedings. The Purchaser shall Subject to the terms of this Agreement, Parent will cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information reasonably required by applicable Law to be supplied by the Purchaser Parent in connection therewith therewith. The Company will provide Parent's outside counsel, as requested by the Company specified in writing. In connection Section 8.1(a), with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance. Subject to applicable Law, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.9 or with the Purchaser’s Parent's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that nothing in this Agreement shall limit the Purchaser shall not be required Company's ability to agree or consent take any and all steps, including the filing of all manner of documents with any Governmental Entity, to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or enforce its rights under this Agreement;
(f, including in connection with any dispute involving the Company and its Subsidiaries on the one hand and Parent on the other hand. The Company shall also provide to Parent's outside counsel, as specified in Section 8.1(a) oppose and on a timely basis, copies of any proposal from any Person that notice of appearance or other Court documents served on the Final Company in respect of the application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law the Company indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice or to appeal the PurchaserInterim Order or the Final Order. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. With the Company's prior consent (such consent not to be unreasonably withheld, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to conditioned or delayed), legal counsel to the Purchaser making Parent may make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Parent.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, Corporation shall, subject to the Company shallterms of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide the legal counsel to Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company Corporation or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company Corporation is advised of the nature of any such submissions on a timely basis prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement;
(e) ensure that all material filed with the Court in connection with pursuing the Interim Order or the Final Order is consistent in all material respects with this Agreement and the Plan of Arrangement;
(f) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement;
(g) not file any material with the Court in connection with pursuing the Interim Order or the Final Order or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with Purchaser's prior written consent, which consent may not be unreasonably withheld, conditioned or delayed, provided that Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases Purchaser's obligations or diminishes or limits Purchaser's rights set forth in any such filed or served materials or under this Agreement; and
(h) if, at any time after the issuance of the Final Order and prior to the Effective Time, Corporation is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, do so only after notice to, and in consultation and cooperation with, Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement (Clementia Pharmaceuticals Inc.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, XS shall, subject to the Company shallterms of this Agreement:
(a) diligently pursue, and cooperate co-operate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide Purchaser and their legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with with, or submitted to, the Court or the Registrar in connection with the ArrangementArrangement (including drafts of the petition for the Interim Order and Final Order, affidavits, and the Interim Order and Final Order) and give reasonable and due consideration to all such commentscomments of Purchaser and their legal counsel; provided that, all information relating to Purchaser included in such materials shall be in a form and substance satisfactory to Purchaser, acting reasonably;
(c) provide the to Purchaser and their legal counsel, on a timely basis basis, with copies of any notice of appearance, evidence or other documents served on the Company XS or its legal counsel in respect of the application for the Interim Order or the Final Order Order, or any appeal from them, them and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned; provided that, provided that the Purchaser shall is not be required to agree or consent to any increase in or variation in the consideration form of the Purchase Price or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this AgreementAgreement and the Arrangement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and ;
(g) if XS is required by the terms of the Final Order or by Law applicable Laws to return to Court with respect to the Final Order Order, it shall do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesconsultation and co-operation with, Purchaser; and
(gh) not unreasonably object to legal counsel to the Purchaser making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that, provided that the Purchaser advises the Company XS of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing Subject to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Orderterms of this Agreement, the Company shall:
(a) shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) , and the Purchaser shall provide the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance. Subject to applicable Law, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 1.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase change in or variation in the consideration form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on it in respect of the Final application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law it indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice or to appeal the Purchaser, Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal Plan of Arrangement. Legal counsel to the Purchaser making shall be entitled to make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, ; provided that the Purchaser Purchaser’s legal counsel advises the Company Company’s legal counsel of the nature of any such submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person that the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) shall diligently pursue, and the Company and the Purchaser will cooperate with the Purchaser each other in diligently pursuing, the Interim Order and the Final Order;
(b) , and the Company will provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, prior to the service and filing of such materials, and will give reasonable consideration to all such comments;
(c) provide the comments of the Purchaser and its legal counsel on such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. 24 In addition, the Company will not object to legal counsel to the Purchaser making such submissions in support of the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided the Purchaser advises the Company of the nature of such submissions prior to the application and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also provide legal counsel to the Purchaser, on a timely basis basis, with copies of any notice of appearance, and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with . Subject to Law, the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) Company will not file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement hereby or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase in the consideration increased Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser Corporation shall cooperate with and assist apply to the Company in seeking Court pursuant to the BCBCA for the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith Order as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shallfollows:
(a) As soon as is reasonably practicable after the date of execution of this Agreement, Corporation shall file, proceed with and diligently pursue, and cooperate with prosecute an application to the Purchaser in diligently pursuing, Court for the Interim Order which shall request that the Interim Order shall provide:
(i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged;
(ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”);
(iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting;
(iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders;
(v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares;
(vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order;
(bvii) provide legal counsel that the Corporation Meeting may be adjourned from time to time by management of Corporation without the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect need for additional approval of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase in the consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesCourt; and
(gviii) that the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not object to legal counsel to the Purchaser making such submissions on the hearing change in respect of any adjournment(s) of the motion for Corporation Meeting;
(b) subject to obtaining the approvals as contemplated by the Interim Order and as may be directed by the application Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order as such counsel considers appropriateOrder. The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangementeach acting reasonably.
Appears in 1 contract
Samples: Business Combination Agreement (Pediment Gold Corp.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b2) provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give will accept the reasonable consideration to all such commentscomments of the Purchaser and its legal counsel;
(c3) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably, provided that the Purchaser shall is not be required to agree or consent to any increase in in, or variation of the consideration form of, the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f6) oppose any proposal from any Person that the Final Order contain any provision materially inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g7) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is advised of the nature of any such submissions prior to the hearing and such submissions are consistent not inconsistent with this Agreement and or the Plan of Arrangement.
(8) The Parties acknowledge and agree that no deduction will be claimed by the Company in respect of any payment made to a holder of Options in respect of the Options pursuant to the Plan of Arrangement who is a resident of Canada or who is employed in Canada (both within the meaning of the Tax Act) in computing the Company’s taxable income under the Tax Act, and the Company shall: (i) where applicable, make an election pursuant to subsection 110(1.1) of the Tax Act in respect of the cash payments made in exchange for the surrender of Options, and (ii) provide evidence in writing of such election to holders of Options, it being understood that holders of Options shall be entitled to claim any deductions available to such persons pursuant to the Tax Act in respect of the calculation of any benefit arising from the surrender of Options.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) will diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) Order and the Company will provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will accept the reasonable comments of the Purchaser and its legal counsel on such material. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions in support of the application for the Interim Order and give the application for the Final Order; provided however, that the Purchaser advises the Company of the nature of any such submissions not less than one (1) Business Day prior to the hearing and the Purchaser has given reasonable consideration to all such comments;
(c) any comments from the Company and its legal counsel with respect thereto. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearancenotice, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not . Subject to Law, no Party will file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement hereby or with the Purchaserother Party’s prior written consent, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned; provided however, provided that nothing herein will require the Purchaser shall not be required to agree or consent to any increase in the increased purchase price or other consideration or other modification or amendment to such filed or served materials that materially expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
(f) oppose . If at any proposal from any Person that time after the issuance of the Final Order contain any provision inconsistent with this Agreementand prior to the Effective Date, and if the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, it will provide immediate written notice to the Purchaser and will do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making providing such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangementwritten notice.
Appears in 1 contract
Samples: Arrangement Agreement (Charlotte's Web Holdings, Inc.)
Court Proceedings. The Purchaser shall (a) Buyer will cooperate with and assist the Company Target in seeking the Interim Order and the Final Order, including by providing to the Company Target on a timely basis with any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;reasonably requested.
(b) provide legal counsel to the Purchaser with a Target will give Buyer reasonable opportunity to review and comment upon drafts of all material to be filed by Target with the Court in connection with the ArrangementArrangement before the service and filing of that material, and will give reasonable consideration to all such those comments;.
(c) Target will not object to counsel to Buyer making any submissions on the application for the Interim Order and the application for the Final Order as that counsel deems appropriate, acting reasonably, provided that those submissions are consistent in all material respects with this Agreement and the Plan of 24 Arrangement, and provided that Target is advised of the nature of any submissions to the extent reasonably practicable not less than two (2) Business Days prior to the hearing, and the Buyer has given reasonable consideration to any comments from the Target and its legal counsel with respect thereto.
(d) Target will provide the Purchaser counsel to Buyer on a timely basis with with:
(i) copies of any notice of appearancenotice, evidence or other documents documentation served on the Company Target or its legal counsel in respect of connection with the application for the Interim Order or the Final Order or any appeal from them, and either; and
(ii) notice of any notice, notice (written or oral, ) received by Target indicating the any intention of any Person to appeal, or oppose the granting of, of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;.
(de) Target will ensure that all material materials filed with with, and all submissions made to, the Court by or on behalf of Target in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;.
(ef) Subject to applicable Law and any direction of the Court, Target will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserXxxxx’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that the Purchaser nothing herein shall not be required require Buyer to agree or consent to any increase in or variation in the consideration form of the Consideration payable for the Target Shares, or other modification or amendment to such filed or served materials that expands or increases the PurchaserBuyer’s obligations, or diminishes or limits the PurchaserBuyer’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that Agreement or the Final Order contain any provision inconsistent with this Agreement, and if required by the terms Plan of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; andArrangement.
(g) not object to legal counsel to the Purchaser making such submissions Target will oppose any appearance, proposal or motion from any party on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent which is inconsistent with this Agreement and or the Plan of Arrangement.
(h) If, at any time after the issuance of the Final Order and before the Effective Time, Target is required by the terms of the Final Order or otherwise by Law to return to the Court with respect to the Final Order, Target will do so after notice to, and in consultation and cooperation with, Buyer.
Appears in 1 contract
Samples: Arrangement Agreement (Cybin Inc.)
Court Proceedings. (1) The Purchaser shall and the Guarantor will cooperate with and assist the Company in seeking obtaining the Interim Order and the Final Order, including by providing to the Company on a reasonably timely basis with any information regarding the Purchaser, the Guarantor, their respective affiliates and any financing sources, as applicable, that is required by applicable Law to be supplied by the Purchaser included in connection therewith as requested by the Company in writing. Proxy Statement.
(2) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
; (b) provide legal counsel to the Purchaser and its legal counsels and financial advisors with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give will accept and implement the reasonable consideration comments of the Purchaser and its legal counsels and financial advisors; provided however that the Company agrees that all information relating solely to the Purchaser or the Guarantor included in all such comments;
materials must be in a form and content satisfactory to the Purchaser in its sole discretion; (c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
; (e) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided ; except that nothing in this Agreement shall require the Purchaser shall not be required or the Guarantor to agree or consent to any increase or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s or the Guarantor’s obligations, or diminishes or limits the Purchaser’s or the Guarantor’s rights, set forth in any such filed or served materials or under this Agreement;
Agreement or the Arrangement; or that requires any amendment or modification to the terms and conditions of the Voting Agreements; (f) oppose any proposal from any Person that the Final Order contain contains any provision inconsistent with the Arrangement or this Agreement, and, if at any time after the issuance of the Final Order and if prior to the Effective Date, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to to, and in consultation and cooperation with, the Purchaser, ; and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, ; provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent consistent, in all material respects, with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by will provide the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal its counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, Arrangement prior to the service and filing of such materials and will give reasonable consideration to such comments provided they are consistent in all such comments;
(c) provide material respects with the Purchaser on a timely basis with copies terms of any notice this Agreement and the Plan of appearance, evidence or other documents served on the Arrangement. The Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e) . Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided provided, however, that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that Agreement or the Final Order contain any provision inconsistent with this AgreementArrangement. In addition, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that such submissions are consistent in all material respects with the Purchaser advises terms of this Agreement and the Plan of Arrangement, the Company of the nature of any is provided with a reasonable opportunity to review and comment upon such submissions prior to the hearing and the Purchaser will give reasonable consideration to such submissions are consistent comments. The Company will also provide the Purchaser on a timely basis with this Agreement copies of any notice of appearance and evidence or other documents served on the Plan Company or its legal counsel in respect of Arrangementthe application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser shall cooperate with with, assist and assist consent to the Company in Corporation seeking the Interim Order and the Final Order, including by providing to the Company Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writingtherewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Corporation shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuingto obtain, the Interim Order and the Final Order;
(b) provide the Purchaser and its outside legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with with, or submitted to, the Court or the Director in connection with the Arrangement, including drafts of the Interim Order, Final Order and Circular, and give reasonable consideration to all such commentscomments of the Purchaser and its legal counsel;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company Corporation or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall is not be required to agree or consent to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement, or that require any amendment or modification to the terms and conditions of the Support and Voting Agreements;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, to do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises provides copies to the Company of the nature Corporation of any notice of appearance, motions or other documents supporting such submissions prior to in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Parent shall:
(a) diligently pursue, pursue and cooperate with the Purchaser Company in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser Company with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company Parent or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend in any material respect any material so filed or served, except as contemplated by this Agreement or with the PurchaserCompany’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall Company is not be required to agree or consent to any increase in or variation in the form of the consideration for the Arrangement or other modification or amendment to such filed or served materials that expands or increases the PurchaserCompany’s obligations, or diminishes or limits the PurchaserCompany’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order Order, do so only after notice to the Purchaserto, and affording in consultation and cooperation with, the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesCompany; and
(g) not object to legal counsel to the Purchaser Company making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that the Purchaser advises the Company Parent and its legal counsel are advised of the nature of any such submissions prior to the hearing and such the submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement and Plan of Merger (Yerbae Brands Corp.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall is not be required to agree or consent to any increase in the consideration Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement (Aphria Inc.)
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser shall cooperate with with, assist and assist consent to the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writingtherewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b2) provide the Purchaser or its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such commentscomments of the Purchaser and its legal counsel;
(c3) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order, subject to applicable Laws;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably, provided that the Purchaser shall is not be required to agree or consent to any increase in in, or variation of the consideration form of, the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f6) oppose any proposal from any Person that the Final Order contain any provision materially inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g7) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is advised of the nature of any such submissions prior to the hearing and such submissions are consistent not inconsistent with this Agreement and or the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser shall will cooperate with and assist the Company Absolute in seeking the Interim Order and the Final Order, including by providing to the Company Absolute on a timely basis any information regarding the Purchaser reasonably required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writingtherewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) Absolute will provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to Arrangement (all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel which shall be consistent in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed respects with the Court in connection with the Arrangement is consistent with terms of this Agreement and the Plan of Arrangement;
), and will give reasonable consideration to all such comments (e) provided that all information relating to the Purchaser, the Financing Sources and their respective Affiliates included in such materials shall be in form and content satisfactory to the Purchaser, acting reasonably). Subject to applicable Law, Absolute will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that . Absolute shall also provide to the Purchaser shall not be required to agree or consent to on a timely basis copies of any increase in the consideration notice of appearance or other modification Court documents served on Absolute in respect of the application for the Interim Order or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law Absolute indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice or to appeal the PurchaserInterim Order or the Final Order. Absolute (a) will diligently pursue, and affording cooperate in good faith with the Purchaser an opportunity to consult regarding same which is reasonable in diligently pursuing, the circumstancesInterim Order and the Final Order; and
and (gb) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangementacting reasonably.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall is not be required to agree or consent to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s 's obligations, or diminishes or limits the Purchaser’s 's rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are reasonable and consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement (Mogo Inc.)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (aA) diligently pursue, pursue (and SOAC shall reasonably cooperate with the Purchaser Company in diligently pursuing), the Interim Order and the Final Order;
; (bB) provide legal counsel to the Purchaser SOAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and give accept the reasonable consideration comments of SOAC and its Representatives, and all information relating to all SOAC included in such comments;
materials must be in a form and content reasonably satisfactory to SOAC; (cC) provide the Purchaser on a timely basis with copies of any notice of appearanceresponse to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (dD) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
; (eE) not file any material with the Court that result in connection with the Arrangement an increase or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall not be required to agree or consent to any increase variation in the consideration form of the Exchange Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserSOAC’s obligations, or diminishes or limits the PurchaserSOAC’s rights, set forth in any such filed or served materials or under this Agreement;
, the Arrangement, the Plan of Arrangement or the Transaction Support Agreements; (fF) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood faith consultation with, SOAC; and
and (gG) not object to legal counsel to the Purchaser SOAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser SOAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(ii) Subject to the terms of this Agreement, SOAC will reasonably cooperate with, and assist the Company in, seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any material information reasonably required or reasonably requested to be supplied by SOAC in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (Sustainable Opportunities Acquisition Corp.)
Court Proceedings. The Purchaser shall Subject to the terms of this Agreement, Xxxxxx will cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information reasonably required by applicable Law to be supplied by the Purchaser Hudbay in connection therewith as requested by the therewith. The Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order will provide Hudbay and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Hudbay for inclusion in such material, prior to the service and filing of that material, and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance. Subject to applicable Law, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.7 or with the Purchaser’s Xxxxxx's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that the Purchaser nothing herein shall not be required require Hudbay to agree or consent to any increase in the consideration Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, Hudbay's obligations set forth in any such filed or served materials or under this Agreement;
(f) oppose Agreement or the Arrangement. The Company shall also provide to Xxxxxx's outside counsel on a timely basis copies of any proposal from any Person that notice of appearance or other Court documents served on the Final Company in respect of the application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law the Company indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice or to appeal the PurchaserInterim Order or the Final Order. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) Company will not object to Xxxxxx's legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is advised of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Hudbay.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (a) In connection with all Court proceedings relating to obtaining the Interim Order and or the Final Order, the Company shall:
: (ai) diligently pursue, and cooperate with the Purchaser in diligently pursuing, pursue the Interim Order and the Final Order;
; (bii) provide SPAC’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give accept the reasonable consideration to all such comments;
comments of SPAC and its legal counsel; (ciii) provide the Purchaser on a timely basis with SPAC copies of any notice of appearance, evidence or other documents served on the Company it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (div) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
; (ev) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall SPAC is not be required to agree or consent to any increase or variation in the form of the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s its obligations, or diminishes or limits the Purchaser’s its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement;
(f) , oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood faith consultation and cooperation with SPAC; and
and (gvii) not object to legal counsel to the Purchaser SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(b) Subject to the terms of this Agreement, SPAC will cooperate with, and assist, the Company in seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information reasonably required or requested to be supplied by SPAC in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (Decarbonization Plus Acquisition Corp IV)
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final OrderOrder including pursuing any appeals therefrom;
(b) provide legal counsel to the Purchaser and Purchaser’s Counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with pursuing the Interim Order and the Final Order in relation to the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Purchaser for inclusion in such material, prior to the service and filing of that material, and will give reasonable and due consideration to all reasonable comments of the Purchaser and Purchaser’s Counsel with respect to the materials to be filed, and will accept the comments of the Purchaser and Purchaser’s Counsel with respect to any information required to be supplied by the Purchaser and included in such commentsmaterial and any other matters contained therein;
(c) provide the Purchaser Purchaser’s Counsel, on a timely basis basis, with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel Company’s Counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall is not be required to agree or consent to any increase in or variation in the consideration form of the Share Consideration or the Cash Consideration or any other modification or amendment to such filed or served materials that expands or increases the obligations of the Purchaser’s obligations, or diminishes or limits the rights of the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Interim Order or the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Interim Order, Final Order or by Law to return to Court with respect to the Interim Order or Final Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g) if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, it shall do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement (Marizyme Inc)
Court Proceedings. The Subject to the terms of this Agreement, Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information reasonably required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the therewith. The Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order shall provide Purchaser and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide Purchaser’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material), and will give reasonable consideration to all such comments;
(c) provide comments and will accept the reasonable comments of the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or and its legal counsel in with respect of the application for the Interim Order or the Final Order or to any appeal from them, and any notice, written or oral, indicating the intention of any Person such materials. Subject to appeal, or oppose the granting ofapplicable Law, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) Company shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, provided that the nothing herein shall require Purchaser shall not be required to agree or consent to any increase in or variation in the form of consideration payable to the Company Shareholders, the Company Warrant Holder or the holders of the Company Options, Company RSUs or Company PSUs pursuant to the plan of Arrangement or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose Agreement or the Arrangement. The Company shall also provide to Purchaser and Purchaser’s legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on the Company in respect of the motion for the Interim Order or application for the Final Order contain (or any provision inconsistent with this Agreementappeals therefrom), and if required as well as any notice, whether written or oral, received by the terms Company indicating any intention to oppose the granting of the Interim Order or the Final Order or by Law to return to Court with respect to appeal the Interim Order or the Final Order do so only after notice to Order. The Company shall ensure that all materials filed with the PurchaserCourt in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) Company shall not object to Purchaser or Purchaser’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, ; provided that the Purchaser advises the Company is advised as promptly as practicable of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Purchaser.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings Proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b2) provide the Purchaser and its outside legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with with, or submitted to, the Court or the Director in connection with the ArrangementArrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material), including drafts of the motion for Interim Order and Final Order, affidavits, Interim Order and Final Order, and give reasonable and due consideration to all such commentscomments of the Purchaser and its outside legal counsel, provided that all information relating to the Purchaser, its affiliates and any financing sources, as applicable, included in such materials shall be in a form and substance satisfactory to the Purchaser, acting reasonably;
(c3) provide to the Purchaser and its outside legal counsel, on a timely basis with basis, copies of any notice of appearance, evidence or other documents served on the Company or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall is not be required to agree or consent to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s 's obligations, or diminishes or limits the Purchaser’s 's rights, set forth in any such filed or served materials or under this Agreement, the Arrangement and the D&O Support and Voting Agreements;
(f6) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this AgreementAgreement and consult with the Purchaser with respect to the defense or settlement of any Shareholder or derivative Proceeding and shall not settle in respect of any such Proceeding without the Purchaser's prior written consent (not to be unreasonably withheld, and conditioned or delayed);
(7) if the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, only do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) 8) not object to the outside legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (aA) diligently pursue, pursue (and SPAC shall reasonably cooperate with the Purchaser Company in diligently pursuing), the Interim Order and the Final Order;
; (bB) provide legal counsel to the Purchaser SPAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and give reasonable consideration reasonably consider the comments of SPAC and its Representatives, and all information relating to all the SPAC Parties included in such comments;
materials must be in a form and content reasonably satisfactory to SPAC; (cC) provide the Purchaser on a timely basis with copies of any notice of appearance, response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (dD) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
; (eE) not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that the Purchaser shall SPAC is not be required to agree or consent to any increase or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserSPAC’s obligations, or diminishes or limits the PurchaserSPAC’s rights, set forth in any such materials or under any such filed or served materials or under materials, this Agreement;
, the Arrangement, the Plan of Arrangement or the Transaction Support Agreements (fF) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesgood faith consultation and cooperation with, SPAC; and
and (gG) not object to legal counsel to the Purchaser SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(ii) Subject to the terms of this Agreement (and Section 10.3 hereof), SPAC will reasonably cooperate with, and assist the Company in, seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any material information reasonably required or reasonably requested to be supplied by SPAC in connection therewith.
Appears in 1 contract
Court Proceedings. The Purchaser shall cooperate with and assist Each of the Company in seeking the Interim Order Partnership Entities and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by Corporation will provide the Purchaser in connection therewith as requested by the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Purchaser for inclusion in such material, prior to the service and filing of that material, and will give reasonable consideration to all such comments;
comments of the Purchaser and its legal counsel. Each of the Partnership Entities and the Corporation will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement, the agreements that it contemplates and the Plan of Arrangement. In addition, each of the Partnership Entities and the Corporation agree that it will not object to legal counsel to the Purchaser making submissions on behalf of the Purchaser on the application (cand the hearing of the motion) for the Interim Order and the application (and the hearing of the motion) for the Final Order as such counsel considers appropriate, provided that the Partnership Entities and the Corporation are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement, the agreements that it contemplates and the Plan of Arrangement. Each of the Partnership Entities and the Corporation will also provide to legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, and evidence or other documents served on the Company it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom. Subject to applicable Law, and any notice, written or oral, indicating none of the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement Partnership Entities and the Plan of Arrangement;
(e) not Corporation will file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement hereby or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase in the consideration contemplated in connection with the Arrangement or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
(f) Agreement or the Arrangement. The Partnership Entities and the Corporation shall also provide to the Purchaser’s outside counsel on a timely basis copies of any notice of appearance or other Court documents served on any of the Partnership Entities and/or the Corporation in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by any of the Partnership Entities and/or the Corporation indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Each of the Partnership Entities and the Corporation will also oppose any proposal from any Person party that the Final Order contain any provision inconsistent with this Arrangement Agreement, and, if at any time after the issuance of the Final Order and if prior to the Effective Date, any of the Partnership Entities and/or the Corporation is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, it shall do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser and the Parent shall cooperate with with, assist and assist consent to the Company in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information regarding the Purchaser or the Parent as required by applicable Law to be supplied by the Purchaser or the Parent in connection therewith as requested by the Company in writingtherewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b2) provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable and due consideration to all such commentscomments of the Purchaser and its legal counsel;
(c3) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned, provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase in in, or variation of the consideration form of, the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f6) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if if, at any time after the issuance of the Final Order and prior to the Effective Time, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to to, and in consultation and cooperation with, the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g7) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that the Purchaser Purchaser’s legal counsel advises the Company of the nature of any such submissions prior to at least the day before the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information reasonably required by applicable Law to be supplied by the Purchaser or Acquireco in connection therewith as requested by therewith. The Company shall provide the Company in writing. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide Purchaser’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(c) provide the Purchaser on a timely basis with copies of any notice of appearance. Subject to applicable Law, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, provided that nothing herein shall require the Purchaser shall not be required to agree or consent to any increase in or variation in the consideration form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on the Final Company in respect of the application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law the Company indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(g) not object to ’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Company is advised of the nature of any such submissions with reasonably sufficient time prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser (a) Subject to the terms of this Agreement, Tevva shall use its commercially reasonable efforts to cooperate with and assist the Company EMV in seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith as requested by the Company in writing. .
(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company and in each case subject to applicable law, EMV shall:
(ai) diligently pursue, and cooperate with the Purchaser Tevva in diligently pursuing, the Interim Order and the Final Order;
(bii) provide legal counsel to the Purchaser Tevva with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(ciii) provide the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company EMV or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(div) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(ev) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserTevva’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall Tevva is not be required to agree or consent to any increase in or variation in the consideration form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserTevva’s obligations, or diminishes or limits the PurchaserTevva’s rights, set forth in any such filed or served materials or under this Agreement;
(fvi) oppose any proposal from any Person person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to the Purchaser, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstances; and
(gvii) not object to legal counsel to the Purchaser Tevva making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser Tevva advises the Company EMV of the nature of any such submissions prior to the hearing and such submissions are reasonable and consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement (Electrameccanica Vehicles Corp.)
