Common use of Court Proceedings Clause in Contracts

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 (Acreage Holdings, Inc.), Arrangement Agreement (Canopy Growth Corp)

AutoNDA by SimpleDocs

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 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 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 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 pursueA Dispute may, and cooperate with at the Purchaser option of the Holders or the Trustee, be referred to any United States federal or New York state court sitting in diligently pursuingthe Borough of Manhattan, The City of New York (“New York courts”). In the event that a Dispute is referred to New York courts, the Interim Order Company, the Parent Guarantor and each of the Final Order;Subsidiary Guarantors irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. (b) provide legal counsel The Company, the Parent Guarantor and each of the Subsidiary Guarantors agree that final judgment in any Dispute brought in New York courts pursuant to this ‎Section 14.10. shall be conclusive and binding upon the Company, the Parent Guarantor or the Subsidiary Guarantors, as the case may be, and, to the Purchaser with extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company, the Parent Guarantor or any of the Subsidiary Guarantors, as the case may be, is subject by a reasonable opportunity to review and comment suit upon drafts such judgment or in any manner provided by law; provided that service of all material to be filed with process is effected upon the Court Company, the Parent Guarantor or any of the Subsidiary Guarantors, as the case may be, in connection with the Arrangement, and give reasonable consideration to all such comments;manner specified in the following subsection or as otherwise permitted by applicable law. (c) provide The Company, the Purchaser on a timely basis with copies Parent Guarantor and each of the Subsidiary Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note, the Parent Guarantee or any Subsidiary Guarantee. Service of process upon such agent and written notice of appearancesuch service mailed or delivered to the Company, evidence the Parent Guarantor or other documents served on any Subsidiary Guarantor, as the Company case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, the Parent Guarantor or its such Subsidiary Guarantor, as the case may be, in any such legal counsel in respect action or proceeding. The Company, the Parent Guarantor and each of the application Subsidiary Guarantors hereby appoints Law Debenture Corporate Services Inc., as its agent for such purpose, and covenants and agrees that service of process in any suit, action or proceeding may be made upon it at the office of such agent at 000 0xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, the United States. Notwithstanding the foregoing, the Company, the Parent Guarantor or any Subsidiary Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the Interim Order or above purposes so that 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 ofCompany, the Interim Order or Parent Guarantor and the Final Order;Subsidiary Guarantors shall at all times have an agent for the above purposes in the City of New York. (d) ensure that all material filed with This ‎Section 14.10 is for the Court in connection with benefit of the Arrangement is consistent with this Agreement Holders and the Plan Trustee only. To the extent allowed by law, the Secured Parties may take concurrent proceeding in any number of Arrangement;jurisdictions. (e) not file Each of the Company, the Parent Guarantor and the Subsidiary Guarantors irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any material with the Court in connection with the Arrangement or serve any such material, or agree and all right to modify or amend any material so filed or served, except as contemplated trial 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 jury in any such filed legal proceeding arising out of or served materials or under relating to this Agreement; (f) oppose any proposal from any Person that Indenture, 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 Notes 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 Arrangementtransactions contemplated thereby.

Appears in 3 contracts

Samples: Indenture (Energy Resources Rail LLC), Indenture (Enrestechnology LLC), Indenture (Enrestechnology LLC)

Court Proceedings. The Purchaser (a) Canopy Growth 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. 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;therewith. (b) The Company will provide legal Canopy Growth and 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 . 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 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 PurchaserCanopy Growth’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. In addition, 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) Company will not object to legal counsel to the Purchaser Canopy Growth 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 content and nature of any such submissions on a reasonably timely basis 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 provide Canopy Growth 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 (Canopy Growth 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 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 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 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 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. (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. (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 (Klondex Mines LTD), Arrangement Agreement (Hecla Mining Co/De/)

Court Proceedings. The Purchaser shall Subject to the terms of this Agreement, Xxxxxx will 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 reasonably requested or 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 to be supplied by Xxxxxx for inclusion in such material, prior to the service and filing of such 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 2.8 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 at least 24 hours 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

Samples: Arrangement Agreement (Hudbay Minerals 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) , 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. (a) In connection with all Court proceedings relating to obtaining the Interim Order and or the Final Order, the Company each of LG Parent, New BC Sub, and SEAC shall: : (ai) diligently pursue, and cooperate with the Purchaser in diligently pursuing, pursue the Interim Order and the Final Order; ; (bii) provide LG Parent’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 LG Parent and its legal counsel; (ciii) provide the Purchaser on a timely basis with LG Parent 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 PurchaserLG Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser shall LG Parentis not be required to agree or consent to any increase 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, New BC Sub 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 LG Parent; and and (gvii) not object to legal counsel to the Purchaser LG 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 LG Parent advises the Company of New BC Sub 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, LG Parent will cooperate with, and assist, New BC Sub in seeking the Interim Order and the Final Order, including by providing New BC Sub on a timely basis any information reasonably required or requested to be supplied by LG Parent in connection therewith.

Appears in 1 contract

Samples: Business Combination Agreement (Screaming Eagle Acquisition Corp.)

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 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; (div) not object to Agnico's legal counsel 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: (A) Agnico advises 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 (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 Person that the Final Order contain any provision inconsistent with this Agreement or the Plan of Arrangement; (vii) if at any time after the issuance of the Final Order and prior to the Effective Date, Xxxxxxxx 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, Agnico; 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 Agnico'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 Agnico 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, Agnico's obligations or diminishes or limits the Purchaser’s rights, Agnico'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 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 Xxxxxxxx Support and such submissions are consistent with this Agreement and the Plan of ArrangementVoting Agreements.

Appears in 1 contract

Samples: Merger Agreement (Kirkland Lake Gold Ltd.)

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

Samples: Arrangement Agreement (Interoil 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: (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 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 2.7 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 1 contract

Samples: Arrangement Agreement (Hecla Mining Co/De/)

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 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; (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 Finance Technology Inc.)

Court Proceedings. The Purchaser (a) Agnico shall cooperate with and assist the Company in Kxxxxxxx in, and consent to Kxxxxxxx, seeking the Interim Order and the Final Order, including by providing to the Company Kxxxxxxx on a timely basis any information regarding Agnico and its Affiliates as reasonably requested by Kxxxxxxx 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 obtaining the Interim Order and the Final Order, the Company and in each case subject to Law, Kxxxxxxx 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 Kxxxxxxx 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; (div) not object to Agnico’s legal counsel 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: (A) Agnico advises Kxxxxxxx of the nature of any such submissions and provides copies to Kxxxxxxx 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 Person that the Final Order contain any provision inconsistent with this Agreement or the Plan of Arrangement; (vii) if at any time after the issuance of the Final Order and prior to the Effective Date, Kxxxxxxx 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, Agnico; 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 PurchaserAgnico’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 Agnico 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 PurchaserAgnico’s obligations, obligations or diminishes or limits the PurchaserAgnico’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 Kxxxxxxx Support and such submissions are consistent with this Agreement and the Plan of ArrangementVoting Agreements.

Appears in 1 contract

Samples: Merger Agreement (Agnico Eagle 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 Parent in diligently pursuing, the Interim Order and the Final Order; (bii) provide legal counsel to the Purchaser Parent 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, and will give reasonable and due consideration to all such commentsthe comments of Parent and its Representatives; (ciii) provide the Purchaser Parent and its Representatives on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel Representatives 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; (div) ensure that all material materials 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; (ev) except as may be required by Law, not file any material materials with the Court in connection with the Arrangement or serve any such materialmaterials, or agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserParent’s prior written consent, such which consent shall not to be unreasonably withheld, conditioned withheld or delayed, provided that the Purchaser shall Parent and CaymanCo are 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 PurchaserParent’s or CaymanCo’s obligations, or diminishes or limits the PurchaserParent’s or CaymanCo’s rights, set forth in any such filed or served materials or under this Agreement; (fvi) 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 the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesconsultation and cooperation with, Parent; and (gvii) not object to legal counsel to the Purchaser Parent or its Representatives 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 Parent or its Representatives consider appropriate, acting reasonably, provided that the Purchaser advises the Company is advised of the nature of any such submissions at least one day prior to the hearing and such submissions are consistent not inconsistent with this Agreement and or the Plan of Arrangement. (b) The Parties agree that the Arrangement will be carried out with the intention that all Consideration issued on completion of the Arrangement to Company Securityholders in the United States will be issued by Parent or CaymanCo, as applicable, in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis: (i) the Arrangement will be subject to the approval of the Court; (ii) the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (iii) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Company Securityholders subject to the Arrangement; (iv) the Final Order will expressly state that the Arrangement is approved by the Court as being fair to the Company Securityholders; (v) each Company Securityholder entitled to receive Consideration pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (vi) the Interim Order approving the Company Meeting will specify that each Company Securityholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as it enters an appearance within a reasonable time; and (vii) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the U.S. Securities Act, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of OPKO Health, Inc. to the Transition Therapeutics Inc. securityholders in the United States pursuant to the Plan of Arrangement.”

Appears in 1 contract

Samples: Arrangement Agreement (Opko Health, 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 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 '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 Share 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 consistent with this Agreement and the Plan of Arrangement.

Appears in 1 contract

Samples: Arrangement Agreement (Valens Company, 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 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

AutoNDA by SimpleDocs

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) make the applications for and 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 shall 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 shall 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, and without limiting the generality of Section 2.07(a), SPAC shall 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 (Oxus 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 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. 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 (Dominion Diamond 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 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 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

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 Frankly shall: (a) diligently pursue, and cooperate with the Purchaser Torque and WinView in diligently pursuing, the Interim Order and and, subject to the approval of the Frankly Resolution at the Frankly Meeting, the Final Order; (b) provide legal counsel to the Purchaser Torque and WinView with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Frankly Arrangement, and give reasonable consideration to all such comments; (c) provide the Purchaser on a timely basis legal counsel to Torque and WinView with copies of any notice of appearance, evidence or other documents served on the Company Frankly 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 Frankly Arrangement is consistent with this Agreement and the Plan of ArrangementArrangement and that such material has been approved by Torque and WinView, acting reasonably, for filing; (e) not file any material with the Court in connection with the Frankly 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 PurchaserTorque and WinView’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 Torque and WinView may, in their sole discretion, withhold their consent with respect to any increase in or other variation in the consideration form of the Frankly Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserTorque or WinView’s obligations, or diminishes or limits the PurchaserTorque or WinView’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, Torque and WinView; and (g) not object to legal counsel to the Purchaser Torque and WinView 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 Torque and WinView advise Frankly 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: Business Combination Agreement (Torque Esports Corp.)

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. (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. 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: (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

Samples: Arrangement Agreement (Response Biomedical 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 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; (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 legal 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 (Transglobe Energy Corp)

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

Samples: Arrangement Agreement (Hydrogenics Corp)

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. (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. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company TPCO and, subject to Section 2.9(2) of this Agreement, Stately shall: (a) diligently pursue, and cooperate co-operate with the Purchaser Gold Flora and each other in diligently pursuing, the Interim Order and, subject to the approval of the TPCO Arrangement Resolution at the TPCO Meeting and approval of the Stately Arrangement Resolution at the Stately Meeting, the Final Order; (b) provide legal counsel to the Purchaser other Parties 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 other Parties on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company TPCO, Stately or its 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; (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 Gold Flora, 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 consentconsent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably, provided that the Purchaser shall not be required to agree or such Party may, in its sole discretion, withhold its consent with respect to any increase in or variation in the consideration form of the TPCO Consideration, Stately Consideration or Gold Flora Consideration, as applicable, or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s Gold Flora's obligations, or diminishes or limits the Purchaser’s Gold Flora'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 ; (g) 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 the Purchaserto, and affording the Purchaser an opportunity to consult regarding same which is reasonable in the circumstancesconsultation and cooperation with, Gold Flora; and (gh) not object to legal counsel to the Purchaser Gold Xxxxx 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 Gold Xxxxx advises the Company TPCO and Stately and their 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 1 contract

Samples: Business Combination Agreement (TPCO Holding 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 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

Samples: Arrangement Agreement (POINTS.COM Inc.)

Court Proceedings. (1) 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 or the Financing Sources 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. (2) In connection with all Court proceedings Proceedings relating to obtaining the Interim Order and the Final Order, in each case subject to applicable Law, the Company shall: (a) diligently pursue, and the Parties shall cooperate with the Purchaser each other 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 materials to be filed with with, or submitted to, the Court or the Director in connection with the Arrangement, including drafts of the applications for the Interim Order and the 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, 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; (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 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 not, unless required to do so under Law (in which case a copy will be provided to the Purchaser) file any material with materials with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, or modify or amend, or agree to modify or amend 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, the D&O Support and Voting Agreements or the Rollover Shareholder Support and Voting Agreements; (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 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 (gh) not object to the outside 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 provides copies to the Company of the nature any notice of any appearance, applications or other documents supporting such submissions with sufficient time 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 (Nuvei 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) will diligently pursue, and cooperate with the Purchaser and the Parent 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, and give reasonable consideration to all such comments; (c) provide the Purchaser on a timely basis with copies and prior to the service and filing of such material, a description of any notice of appearance, evidence or other documents served on information required to be supplied by the Purchaser and the Parent for inclusion in such material) and the Company or its will accept the reasonable comments of the Purchaser, the Parent and 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; (d) 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; (e) not file any material with . In addition, 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) Company will not object to legal counsel to the Purchaser and the Parent making such submissions on the hearing in support of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder; provided however, 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. The Company will also provide legal counsel to the Purchaser and the Parent on a timely basis with copies of any notice, evidence or other documents served on the Company or its legal counsel in respect of the application for 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. Subject to Law, no Party will file any material with, or make any submissions to, 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 hereby or with the other Parties’ prior written consent, not to be unreasonably withheld, delayed or conditioned; provided however, that nothing herein will require the Purchaser and the Parent to agree or consent to any 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 and the Parent’s obligations, or materially diminishes or limits the Purchaser’s and the Parent’s rights in respect of the Transactions, set forth in any such filed or served materials or under this Agreement. 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 will, whenever reasonably practicable, do so after written notice to the Purchaser and the Parent.

Appears in 1 contract

Samples: Arrangement Agreement (Motorola Solutions, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!