Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall, subject to the terms and conditions of this Agreement: (a) diligently pursue, and cooperate with the Purchaser to obtain, the Interim Order and the Final Order; (b) provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counsel; (c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices of hearing or appearance, evidence or other documents served on the 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) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of 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, to do so only after notice to, and in consultation and cooperation with, the Purchaser; and (g) not unreasonably object to legal counsel to the Purchaser making such submissions on the hearing of the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and reasonably cooperate with the Purchaser to obtainin diligently pursuing, the Interim Order and and, subject to the approval of the Arrangement Resolution at the Company Meeting, the Final Order;
(b) provide legal counsel to the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation Company or its outside legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e) subject Arrangement and that reasonable opportunity has been provided to applicable Law, not file any the Purchaser to review such material with and reasonable consideration given by the Court in connection with Company to all comments of the Arrangement or serve any such material, or agree Purchaser prior to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, filing; provided the Purchaser is not required shall have the right to agree or consent consent, in its sole discretion, with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s 's obligations, or diminishes or limits the Purchaser’s 's rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(fe) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, to Order do so only after notice to, and in reasonable consultation and cooperation with, the Purchaser; and
(gf) not unreasonably object to legal counsel to the Purchaser appearing at and making such submissions on both the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised Purchaser advises the Company of the nature of any such submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. Subject to the terms of this Agreementand conditions hereof, the Purchaser and Purchaser Parent shall cooperate with with, diligently assist in pursuing and assist consent to the Corporation in Company seeking the Interim Order and the Final Order, including by providing using commercially reasonable efforts to provide to the Corporation Company on a timely basis basis, any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by or the CorporationPurchaser Parent. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtain, pursue the Interim Order and the Final Order;
(b) provide legal counsel to Purchaser Parent and the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation 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) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s Purchaser or Purchaser Parent's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided Purchaser Parent and the Purchaser is are not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s 's obligations, or diminishes or limits the Purchaser’s Purchaser or Purchaser Parent's rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(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, to Order do so only after notice to, and in consultation and cooperation with, Purchaser Parent and the Purchaser; and
(g) not unreasonably object to legal counsel to the Purchaser or Purchaser Parent making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel Company is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall will cooperate with and assist the Corporation Company in seeking connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, including by providing to the Corporation Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the CorporationCompany. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
(a1) diligently pursue, and cooperate with the Purchaser to obtainin diligently pursuing, the Interim Order and and, subject to the approval of the Arrangement Resolution at the Company Meeting, the Final Order;
(b2) provide legal counsel to the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c3) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation Company or its outside legal counsel in respect of the application applications for the Interim Order or for the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required to agree or may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification the Plan of the terms and conditions of the Support and Voting AgreementsArrangement;
(f6) use commercially reasonable efforts to oppose any proposal from any Person that the Final Order contain any provision inconsistent with this AgreementAgreement or Plan of Arrangement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, to Order do so only after notice to, and in reasonable consultation and cooperation with, the Purchaser; and
(g7) not unreasonably object to legal counsel to the Purchaser making such submissions on the hearing of the application applications for the Interim Order and the application petition for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised Purchaser advises the Company of the nature of any such submissions within reasonably sufficient time prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions 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. Subject to the terms of this Agreement, the (1) The Purchaser shall cooperate with with, and assist the Corporation in Company in, seeking the Interim Order and the Final Order, including by providing to the Corporation Company on a timely basis any with such information regarding the Parent or the Purchaser as the Company reasonably requests or as is required by applicable Law to be supplied by the Parent or the Purchaser in connection therewith, as may be reasonably requested by the Corporation. .
(2) In connection with all Court proceedings relating to the Arrangement, including obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtainin pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts by providing on a timely basis a description of any information required to be supplied by the petition, supporting affidavit(s), notices Parent and the Purchaser for inclusion in such material prior to the service and filing of hearing, the Interim Order, Final Order such material and Circular, and will give reasonable consideration to all such any comments of the Purchaser and its legal counselcounsel thereon, and will accept the comments of the Purchaser and its legal counsel with respect to any information required to be supplied by, and related solely to, the Parent and the Purchaser and included in such material;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation 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) subject to applicable LawLaws, not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided ; except that nothing in this Agreement requires the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the rights of the Parent or the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsArrangement;
(f) oppose any proposal from any Person that the Interim Order or the Final Order contain any provision inconsistent with the Arrangement or this Agreement;
(g) if at any time after the issuance of the Interim Order or the Final Order, and if prior to the Effective Date, the Company is required by the terms of the Interim Order, Final Order or by Law to return to Court with respect to the Interim Order or the Final Order, to it shall do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(gh) not unreasonably object to the Purchaser’s legal counsel to the Purchaser making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order (and in any related proceedings) as such legal counsel considers appropriate, provided that the Corporation and its legal counsel is advised Purchaser advises the Company of the nature of any such submissions on a reasonably timely basis prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions 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. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Phivida shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtainChoom in diligently pursuing, the Interim Order and and, subject to the approval of the Arrangement Resolution at the Phivida Meeting, the Final Order;
(b) provide the Purchaser and its outside legal counsel to Choom with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c) provide outside legal counsel to the Purchaser on a timely basis Choom with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation Phivida or its outside legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of ArrangementArrangement and that such material has been approved by Choom, acting reasonably, for filing;
(e) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserChoom’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably, provided the Purchaser is not required to agree or Choom may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserChoom’s obligations, or diminishes or limits the PurchaserChoom’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(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, to Order do so only after notice to, and in consultation and cooperation with, the PurchaserChoom; and
(g) not unreasonably object to legal counsel to the Purchaser Xxxxx appearing at and making such submissions on both the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised Xxxxx advises Phivida of the nature of any such submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions 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. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtainParent in pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser Parent and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court or any Governmental Authority in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, application for the Interim Order and Final Order, Final affidavits, Interim Order and CircularFinal Order, and give reasonable and due consideration to all such comments of the Purchaser Parent and its outside legal counsel, provided that all information relating to the Purchaser or any of its Affiliates included in such materials shall be in a form and substance satisfactory to the Parent, acting reasonably;
(c) provide to the Parent and its outside legal counsel to the Purchaser counsel, on a timely basis with basis, copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation 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) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserParent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser Parent is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Parent’s or the Purchaser’s obligations, or diminishes or limits the Parent’s or the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsArrangement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and ;
(g) if the Company is required by the terms of the Final Order or by Applicable Law to return to Court with respect to the Final Order, to do so only after notice to, and in consultation and cooperation with, the PurchaserParent; and
(gh) not unreasonably object to legal counsel to the Purchaser Parent making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised Parent advises the Company of the nature of any such submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions 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 (Masonite International Corp)
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtainin diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation 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) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s 's obligations, or diminishes or limits the Purchaser’s 's rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(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, to Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g) not unreasonably object to legal counsel to the Purchaser making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised Purchaser advises the Company of the nature of any such submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are reasonable and consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement (Mogo Inc.)
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. (a) In connection with all Court proceedings relating to obtaining the Interim Order and or the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
: (ai) diligently pursue, and cooperate with the Purchaser to obtain, pursue the Interim Order and the Final Order;
; (bii) provide the Purchaser and its outside SPAC’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of and accept the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser SPAC and its legal counsel;
; (ciii) provide outside legal counsel to the Purchaser on a timely basis with SPAC copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation it 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) 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;
; (ev) 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 or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided the Purchaser that SPAC is not required to agree or consent to any increase in or variation in the form of the Consideration 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 that require any amendment or modification of the terms and conditions of the Support and Voting Agreements;
Arrangement; (fvi) subject to this Agreement, 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, to it will do so only after notice to, and in good faith consultation and cooperation with, the Purchaserwith SPAC; and
and (gvii) not unreasonably object to legal counsel to the Purchaser SPAC making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that SPAC advises the Corporation and its legal counsel is advised Company of the nature of any such submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(b) Subject to the terms of this Agreement, SPAC will cooperate with, and assist, the Company in seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information reasonably required or requested to be supplied by SPAC in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (Pyrophyte Acquisition Corp.)
Court Proceedings. Subject to the terms of this Agreement, the Purchaser Parties shall cooperate with with, assist and assist consent to the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information regarding the Purchaser Parties and their affiliates as required by applicable Law to be supplied by the Purchaser Parties in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall, subject to the terms and conditions of this Agreement:
(a1) diligently pursue, and cooperate with the Purchaser to obtainParties in diligently pursuing, the Interim Order and the Final Order;
(b2) provide the Purchaser Parties and its their outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court or the Enterprise Registrar in connection with the Arrangement, including drafts of the petitionmotion for Interim Order and Final Order, supporting affidavit(s), notices of hearingaffidavits, the Interim Order, Final Order and Circularthe Final Order, and give reasonable consideration to all such comments of the Purchaser Parties and its their legal counsel;
(c3) provide outside legal counsel to the Purchaser Parties on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser is Parties shall not be required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s Purchaser Parties’ obligations, or diminishes or limits the Purchaser’s Purchaser Parties’ rights, set forth in any such filed or served materials or under this Agreement Agreement, or that require any amendment or modification of to the terms and conditions of the Support and Voting Agreements;
(f6) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this AgreementAgreement and consult with the Purchaser Parties with respect to the defense or settlement of any shareholder or derivative proceeding, and not settle in respect of any such proceeding without the Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; and
(7) at any time after the issuance of the Final Order and prior to the Effective Time, return to Court with respect to the Final Order, if required by the terms of the Final Order or by Law to return to Court with respect to the Final Orderdo so, to do so only after notice to, and in consultation and cooperation co-operation with, the Purchaser; and
(g) not unreasonably object to legal counsel to the Purchaser making such submissions on the hearing of the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementParties.
Appears in 1 contract
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtain, the Interim Order and the Final Order;
(b) Brio will provide the Purchaser Leagold and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with, or submitted to, the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counsel;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices of hearing or appearance, evidence or other documents served on the 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 prior to the service and filing of such materials and will give reasonable consideration to such comments.
(b) Brio 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;.
(ec) subject Subject to applicable Law, Brio will not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.6 or with the PurchaserLeagold’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required provided, however, that nothing herein shall require Leagold to agree or consent to any increase in or variation change in the form consideration payable under the terms of the Consideration Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases the PurchaserLeagold’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting Agreements;Arrangement.
(fd) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, to do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g) Brio will not unreasonably object to legal counsel to the Purchaser Leagold making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and Brio or its legal counsel is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement.
(e) Brio will provide Leagold, on a timely basis, with:
(i) copies of any notice of appearance and evidence or other documents served on Brio or its legal counsel in respect of:
(A) the application for the Interim Order or the Final Order; or
(B) any appeal therefrom; and
(ii) any notice, whether or not in writing, received by Brio or its legal counsel indicating any intention to:
(A) oppose the granting of the Interim Order or the Final Order; or
(B) appeal the Interim Order or the Final Order.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtainParent in pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser Parent and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court or any Governmental Authority in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, application for the Interim Order and Final Order, Final affidavits, Interim Order and CircularFinal Order, and give reasonable and due consideration to all such comments of the Purchaser Parent and its outside legal counsel, provided that all information relating to the Purchaser or any of its Affiliates included in such materials shall be in a form and substance satisfactory to the Parent, acting reasonably;
(c) provide to the Parent and its outside legal counsel to the Purchaser counsel, on a timely basis with basis, copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation 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) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s Parent's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser Parent is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Parent's or the Purchaser’s obligations, or diminishes or limits the Parent's or the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsArrangement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and ;
(g) if the Company is required by the terms of the Final Order or by Applicable Law to return to Court with respect to the Final Order, to do so only after notice to, and in consultation and cooperation with, the PurchaserParent; and
(gh) not unreasonably object to legal counsel to the Purchaser Parent making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised Parent advises the Company of the nature of any such submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
(a1) diligently pursue, and cooperate with the Purchaser to obtainin diligently pursuing, the Interim Order and the Final Order;
(b2) provide legal counsel to the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c3) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation Company or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(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, to Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g7) not unreasonably object to legal counsel to the Purchaser making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall, subject to the terms CFCL and conditions of this AgreementNew Administrator shall each:
(a) diligently pursue, and cooperate with the Purchaser to obtainSII in diligently pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser and its outside legal counsel to SII with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c) provide outside legal counsel to the Purchaser on a timely basis SII with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation them or its outside their legal counsel in respect of the joint 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) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserSII’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided the Purchaser SII is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserSII’s obligations, or diminishes or limits the PurchaserSII’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(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, to Order do so only after notice to, and in consultation and cooperation with, the PurchaserSII; and
(g) not unreasonably object to legal counsel to the Purchaser SII making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, ; provided that the Corporation and its legal counsel is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings Proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall, subject to the terms and conditions of this Agreement:
(a1) diligently pursue, and cooperate with the Purchaser to obtainin diligently pursuing, the Interim Order and the Final Order;
(b2) provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court Court, the Director or the AMF in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the motion for Interim Order and Final Order, Final affidavits, Interim Order and CircularFinal Order, and give reasonable and due consideration to all such comments of the Purchaser and its outside legal counsel, provided that all information relating to the Purchaser included in such materials shall be in a form and substance satisfactory to the Purchaser, acting reasonably;
(c3) provide outside legal counsel to the Purchaser and its outside legal counsel, on a timely basis with basis, copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e5) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s 's obligations, or diminishes or limits the Purchaser’s 's rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of Agreement, the terms Arrangement and conditions of 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, to it shall do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g7) not unreasonably object to the outside legal counsel to the Purchaser making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Purchaser advises the Corporation and its legal counsel is advised of the nature of any such submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and reasonably cooperate with the Purchaser to obtainin diligently pursuing, the Interim Order and and, subject to the approval of the Arrangement Resolution at the Company Meeting, the Final Order;
(b) provide legal counsel to the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation Company or its outside legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(e) subject Arrangement and that reasonable opportunity has been provided to applicable Law, not file any the Purchaser to review such material with and reasonable consideration given by the Court in connection with Company to all comments of the Arrangement or serve any such material, or agree Purchaser prior to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, filing; provided the Purchaser is not required shall have the right to agree or consent consent, in its sole discretion, with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(fe) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, to Order do so only after notice to, and in reasonable consultation and cooperation with, the Purchaser; and
(gf) not unreasonably object to legal counsel to the Purchaser appearing at and making such submissions on both the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised Purchaser advises the Company of the nature of any such submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions 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. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. (a) In connection with all Court proceedings relating to obtaining the Interim Order and or the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
: (ai) diligently pursue, and cooperate with the Purchaser to obtain, pursue the Interim Order and the Final Order;
; (bii) provide the Purchaser and its outside SPAC’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of and accept the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser SPAC and its legal counsel;
; (ciii) provide outside legal counsel to the Purchaser on a timely basis with SPAC copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation it 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) 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;
; (ev) 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 or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser that SPAC is not required to agree or consent to any increase in or variation in the form of the Consideration 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 that require any amendment or modification of the terms and conditions of the Support and Voting Agreements;
Arrangement; (fvi) subject to this Agreement, 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, to it will do so only after notice to, and in good faith consultation and cooperation with, the Purchaserwith SPAC; and
and (gvii) not unreasonably object to legal counsel to the Purchaser SPAC making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that SPAC advises the Corporation and its legal counsel is advised Company of the nature of any such submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(b) Subject to the terms of this Agreement, SPAC will cooperate with, and assist, the Company in seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information reasonably required or requested to be supplied by SPAC in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (Decarbonization Plus Acquisition Corp IV)
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. (a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Cangold shall, subject to the terms and conditions of this Agreement:
(ai) diligently pursue, and cooperate with the Purchaser to obtainGreat Panther in diligently pursuing, the Interim Order and the Final Order;
(bii) provide the Purchaser and its outside legal counsel to Great Panther with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(ciii) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation Cangold 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) 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;
(ev) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserGreat Panther’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser Great Panther is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserGreat Panther’s obligations, or diminishes or limits the PurchaserGreat Panther’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(fvi) 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, to Order do so only after notice to, and in consultation and cooperation with, the PurchaserGreat Panther; and
(gvii) not unreasonably object to legal counsel to the Purchaser Great Panther making such submissions on the hearing heading of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Nova shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtainMetalla in diligently pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser and its outside legal counsel to Metalla with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation Nova 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) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s Metalla's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser Metalla is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s Metalla's obligations, or diminishes or limits the Purchaser’s Metalla's rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(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, to Order do so only after notice to, and in consultation and cooperation with, the PurchaserMetalla; and
(ga) not unreasonably object to legal counsel to the Purchaser Metalla making such submissions on at the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised that, Metalla advises Nova of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(2) In connection with all Court proceedings relating to obtaining the Interim Order or Final Order, Metalla will cooperate and assist Xxxx, including by providing or causing to be provided to Nova on a timely basis any information reasonably required by Nova or its counsel to be supplied by Metalla.
Appears in 1 contract
Samples: Arrangement Agreement (Metalla Royalty & Streaming Ltd.)
Court Proceedings. Subject to the terms of this Agreement, the
(a) The Purchaser shall cooperate with and assist the Corporation in Company in, and consent to the Company, seeking the Interim Order and the Final Order, including by providing to the Corporation Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. .
(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall, and in each case subject to applicable Law, the terms and conditions of this AgreementCompany shall:
(ai) diligently pursue, and cooperate with the Purchaser to obtainin diligently pursuing, the Interim Order and the Final Order;
(bii) provide legal counsel to the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, pursuing the Interim Order or the Final Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(ciii) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation 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 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 is advised of the nature of any 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 Arrangement Interim Order or the Final Order is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
(evi) subject 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 applicable Lawthe Effective Date the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser; and
(viii) not file any material with the Court in connection with pursuing the Arrangement Interim Order or the Final Order or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such which consent may not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser is not required to agree or may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, obligations or diminishes or limits the Purchaser’s rights, rights set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of 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, to do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g) not unreasonably object to legal counsel to the Purchaser making such submissions on the hearing of the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions 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. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Cxxxxx shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtainStarcore in diligently pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser and its outside legal counsel to Starcore with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation Cxxxxx 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) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserStarcore’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser Starcore is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserStarcore’s obligations, or diminishes or limits the PurchaserStarcore’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(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, to Order do so only after notice to, and in consultation and cooperation with, the PurchaserStarcore; and
(g) not unreasonably object to legal counsel to the Purchaser Starcore making such submissions on the hearing heading of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions 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 (Starcore International Mines Ltd.)
Court Proceedings. (a) Subject to the terms of this Agreement, the Purchaser Tevva shall use its commercially reasonable efforts to cooperate with and assist the Corporation EMV in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. .
(b) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall, and in each case subject to the terms and conditions of this Agreementapplicable law, EMV shall:
(ai) diligently pursue, and cooperate with the Purchaser to obtainTevva in diligently pursuing, the Interim Order and the Final Order;
(bii) provide the Purchaser and its outside legal counsel to Tevva with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(ciii) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation EMV 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 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 the terms of this Agreement and the Plan of Arrangement;
(ev) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserTevva’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser Tevva is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserTevva’s obligations, or diminishes or limits the PurchaserTevva’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(fvi) oppose any proposal from any Person person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, to do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(gvii) not unreasonably object to legal counsel to the Purchaser Tevva making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised Tevva advises EMV of the nature of any such submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are reasonable and consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement (Electrameccanica Vehicles Corp.)
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtainin diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation 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) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s 's obligations, or diminishes or limits the Purchaser’s 's rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(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, to Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g) not unreasonably object to legal counsel to the Purchaser making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised Purchaser advises the Company of the nature of any such submissions sufficiently prior to the hearing, the Purchaser provides copies hearing to the Corporation and its legal counsel allow reasonable consideration of any notice of hearing, applications or other documents supporting such submissions 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. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Stars shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtainFlutter in diligently pursuing, the Interim Order and the Final Order, and Flutter shall provide to Stars, on a timely basis, any information reasonably required to be supplied by Flutter in connection therewith;
(b) provide the Purchaser and its Xxxxxxx’s outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and will give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation Stars 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) 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 2.9 or with the PurchaserXxxxxxx’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, ; provided the Purchaser is not required that nothing herein shall require Flutter to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserFlutter’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 that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsArrangement;
(f) not object to legal counsel to Flutter making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Stars is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement; and
(g) oppose any proposal from any 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, Stars is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, to it shall do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g) not unreasonably object to legal counsel to the Purchaser making such submissions on the hearing of the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementFlutter.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. (a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
: (ai) diligently pursue, and cooperate with the Purchaser to obtain, pursue the Interim Order and the Final Order;
; (bii) provide the Purchaser and its outside SPAC’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration in good faith to all such comments of the Purchaser and its legal counsel;
comments; (ciii) provide outside legal counsel to the Purchaser on a timely basis with SPAC copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation it 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 person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (div) ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;
; (ev) subject to applicable Law, not file any material materials with the Court in connection with the Arrangement or serve any such materialmaterials, or and not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserSPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, provided the Purchaser that SPAC is not required to agree or consent to any increase in or variation in the form of the Consideration 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 that require any amendment or modification of the terms and conditions of the Support and Voting Agreements;
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 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, to it will do so only after notice to, and in good faith consultation and cooperation with, the PurchaserSPAC; and
and (gvii) not unreasonably object to legal counsel to the Purchaser SPAC making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel reasonably considers appropriate; provided, provided that the Corporation and its legal counsel is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementArrangement and SPAC provides the Company with copies of such submissions prior to the hearing and affords the Company a reasonable opportunity to consult with SPAC regarding the same.
(b) Subject to the terms of this Agreement, each of Pubco and SPAC shall cooperate with, assist and consent to the Company seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information (i) required by applicable Law to be supplied by it in connection therewith or (ii) reasonably requested by the Company in writing.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. III)
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation XS shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate co-operate with the Purchaser to obtainin diligently pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser and its outside their legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with, or submitted to, the Court or the Registrar in connection with the Arrangement, Arrangement (including drafts of the petition, supporting affidavit(s), notices of hearing, petition for the Interim Order and Final Order, Final affidavits, and the Interim Order and Circular, Final Order) and give reasonable and due consideration to all such comments of the Purchaser and its their legal counsel; provided that, all information relating to Purchaser included in such materials shall be in a form and substance satisfactory to Purchaser, acting reasonably;
(c) provide outside to Purchaser and their legal counsel to the Purchaser counsel, on a timely basis basis, with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation XS or its outside legal counsel in respect of the application for the Interim Order or the Final Order Order, or any appeal from them, them and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, 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) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned; provided that, provided the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration Purchase Price or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of and the terms and conditions of the Support and Voting AgreementsArrangement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and ;
(g) if XS is required by the terms of the Final Order or by Law applicable Laws to return to Court with respect to the Final Order, to it shall do so only after notice to, and in consultation and cooperation co-operation with, the Purchaser; and
(gh) not unreasonably object to legal counsel to the Purchaser making such submissions on the hearing of the application for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that, provided that the Corporation and its legal counsel is advised Purchaser advises XS of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions in advance of the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation American Consolidated shall, subject to the terms and conditions of this Agreement:
(a) diligently pursue, and cooperate with the Purchaser to obtainStarcore in diligently pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser and its outside legal counsel to Starcore with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser and its legal counselcomments;
(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation American Consolidated 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) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserStarcore’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser Starcore is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserStarcore’s obligations, or diminishes or limits the PurchaserStarcore’s rights, set forth in any such filed or served materials or under this Agreement or that require any amendment or modification of the terms and conditions of the Support and Voting AgreementsAgreement;
(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, to Order do so only after notice to, and in consultation and cooperation with, the PurchaserStarcore; and
(g) not unreasonably object to legal counsel to the Purchaser Starcore making such submissions on the hearing heading of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Corporation and its legal counsel is advised of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions 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 (Starcore International Mines Ltd.)
Court Proceedings. Subject to the terms of this Agreement, the Purchaser shall cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Corporation. (a) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation Company shall, subject to the terms and conditions of this Agreement:
: (ai) diligently pursue, and cooperate with the Purchaser to obtain, pursue the Interim Order and the Final Order;
; (bii) provide the Purchaser and its outside FEAC’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, with the Court in connection with the Arrangement, including drafts of and accept the petition, supporting affidavit(s), notices of hearing, the Interim Order, Final Order and Circular, and give reasonable consideration to all such comments of the Purchaser FEAC and its legal counsel;
; (ciii) provide outside legal counsel to the Purchaser on a timely basis with FEAC copies of any notices notice of hearing or appearance, evidence or other documents served on the Corporation it 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 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 the terms of this Agreement and the Plan of Arrangement;
; (ev) 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 or with the PurchaserFEAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser that FEAC is not required to agree or consent to any increase in or variation in the 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 that require any amendment or modification of the terms and conditions of the Support and Voting Agreements;
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 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, to it will do so only after notice to, and in good faith consultation and cooperation with, the PurchaserFEAC; and
and (gvii) not unreasonably object to legal counsel to the Purchaser FEAC making such submissions on the hearing of the application motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that FEAC advises the Corporation and its legal counsel is advised Company of the nature of any submissions prior to the hearing, the Purchaser provides copies to the Corporation and its legal counsel of any notice of hearing, applications or other documents supporting such submissions reasonably in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(b) Subject to the terms of this Agreement, FEAC will cooperate with, and assist the Company, in seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information reasonably required or requested to be supplied by FEAC in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (Forbion European Acquisition Corp.)
