Court Proceedings. The Purchaser will cooperate with the Company in pursuing the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser will shall cooperate with and assist the Company in pursuing seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by applicable Law to be supplied by the Purchaser in connection therewiththerewith as requested by the Company in writing. The Company will diligently pursue In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and will the Final Order;
(b) provide legal counsel to the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providingArrangement, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments;
(c) provide copies of any notice of appearance, and will accept evidence or other documents served on the reasonable comments of the Purchaser and Company or its legal counsel with in respect to any such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for or the Final Order as such counsel considers appropriateor any appeal from them, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order. Subject to applicable Law, ;
(d) ensure that all material filed with the Company will Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, and will not or agree to modify or amend materials any material so filed or served, except as contemplated by this Section 2.6 Agreement or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that provided the Purchaser may, in its sole discretion, withhold its is not required to agree or 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 's obligations, or diminishes or limits the Purchaser’s rights 's rights, set forth in any such filed or served materials or under this Agreement. The Company will also ;
(f) oppose any proposal from any party Person that the Final Order contain any provision inconsistent with this Agreement, and, and if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser will cooperate with the Company in pursuing the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) materials and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is provided they are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the The Company will not object to legal counsel to ensure that all materials filed with the Purchaser making such submissions on Court in connection with the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions Arrangement are consistent in all material respects with the terms of this Agreement and that the Company and its legal counsel are advised Plan of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final OrderArrangement. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided, however, that nothing herein shall require the Purchaser may, in its sole discretion, withhold its to agree or consent with respect 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 Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement, the Company is provided with a reasonable opportunity to review and comment upon such submissions prior to the hearing and the Purchaser will give reasonable consideration to such comments. The Company will also oppose provide the Purchaser on a timely basis with copies of any proposal from any party that notice of appearance and evidence or other documents served on the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser will cooperate with the Company in pursuing the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable LawApplicable Laws, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the PurchaserAcquiror’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, provided that nothing herein shall require the Purchaser may, in its sole discretion, withhold its Acquiror to agree or 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 PurchaserAcquiror’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. The Company shall also provide to the Acquiror’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will also oppose any proposal from any party ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Acquiror making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaseras such counsel considers appropriate.
Appears in 1 contract
Court Proceedings. The Purchaser Subject to the terms of this Agreement, Parent and AcquisitionCo will cooperate with and assist the Company in pursuing seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser Parent or AcquisitionCo in connection therewith. The Company will diligently pursue the Interim Order provide outside counsel to Parent and the Final Order and will provide the Purchaser and its legal counsel AcquisitionCo, as specified in Section 8.2(a), with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providingArrangement, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 2.9 or with the Purchaser’s prior written consentconsent of Parent and AcquisitionCo, such consent not to be unreasonably withheld, conditioned or delayed; providedprovided that nothing in this Agreement shall limit the Company’s ability to take any and all steps, howeverincluding the filing of all manner of documents with any Governmental Entity, that the Purchaser may, in to enforce 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, including in connection with any dispute involving the Company and its Subsidiaries on the one hand and Parent and AcquisitionCo on the other hand. The Company shall also provide to outside counsel to Parent and AcquisitionCo, as specified in Section 8.2(a) and on a timely basis, copies of any notice of appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. With the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), legal counsel to Parent and AcquisitionCo may make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall shall, subject to the terms of the Final Order or by Law, do so after notice to, and in consultation and cooperation with, the PurchaserParent.
Appears in 1 contract
Samples: Arrangement Agreement (Tesco Corp)
Court Proceedings. The Purchaser will Subject to the terms of this Agreement, the Acquiror shall cooperate with and assist the Company Corporation in pursuing seeking the Interim Order and the Final Order, including by providing to the Company Corporation, on a timely basis basis, any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser Acquiror in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and will Corporation shall provide the Purchaser Acquiror and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providingArrangement, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments. The Corporation shall provide to the Acquiror and its counsel, and will accept on a timely basis, copies of any notice of appearance, evidence or other documents served on the reasonable comments Corporation or its counsel in respect of the Purchaser application for the Interim Order or the Final Order or any appeal therefrom and its legal counsel with respect of any notice (written or oral) received by the Corporation indicating any intention to any such materialsoppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will Corporation shall ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In additionThe Corporation shall 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 Acquiror’s prior written consent, acting reasonably, provided the Acquiror is not required to agree or consent to any increase in, or variation of the form of, the Company will Consideration or other modification or amendment to such filed or served materials that expands or increases the Acquiror’s obligations, or diminishes or limits the Acquiror’s rights, set forth in any such filed or served materials or under this Agreement. The Corporation shall oppose any proposal from any person that the Final Order contain any provision materially inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, the Acquiror. The Corporation shall not object to legal counsel to the Purchaser Acquiror making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are Corporation is advised of the nature of such any submissions not less than two Business Days prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will not file any hearing and such submissions are consistent in all material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent respects with this Agreement, and, if at any time after Agreement and the issuance Plan of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the PurchaserArrangement.
Appears in 1 contract
Court Proceedings. The Purchaser will shall cooperate with and assist the Company in pursuing seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by applicable Law to be supplied by the Purchaser in connection therewiththerewith as requested by the Company in writing. The Company will diligently pursue In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and will the Final Order;
(b) provide legal counsel to the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providingArrangement, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments;
(c) provide copies of any notice of appearance, and will accept evidence or other documents served on the reasonable comments of the Purchaser and Company or its legal counsel with in respect to any such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for or the Final Order as such counsel considers appropriateor any appeal from them, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order. Subject to applicable Law, ;
(d) ensure that all material filed with the Company will Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, and will not or agree to modify or amend materials any material so filed or served, except as contemplated by this Section 2.6 Agreement or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that provided the Purchaser may, in its sole discretion, withhold its is not required to agree or consent with respect to any increase in the Consideration or variation in the form of the Additional Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations 's obligations, or diminishes or limits the Purchaser’s rights 's rights, set forth in any such filed or served materials or under this Agreement. The Company will also ;
(f) oppose any proposal from any party Person that the Final Order contain any provision inconsistent with this Agreement, and, and if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser Subject to the terms of this Agreement, the Parties will cooperate with the Company in pursuing seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) materials and the Company will shall give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 2.8 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided, however, that nothing herein shall require the Purchaser may, in its sole discretion, withhold its to agree or consent with respect 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 Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company or its legal counsel is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company will also oppose provide the Purchaser on a timely basis with copies of any proposal from any party that notice of appearance and evidence or other documents served on the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser will shall cooperate with and assist the Company in pursuing seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser or Acquireco in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and will shall provide the Purchaser and its Purchaser’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providingArrangement, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and will accept shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the reasonable comments of Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser and its legal counsel with respect to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such materialsfiled 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 the Arrangement. The Company will shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall 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. In addition, the Company will shall not object to the Purchaser’s legal counsel to the Purchaser making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are is advised of the nature of such any submissions with reasonably sufficient time prior to the hearinghearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement. The Company will shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Court Proceedings. The Purchaser will cooperate In connection with the Company in pursuing all Court Proceedings relating to obtaining the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by shall diligently pursue, and cooperate with the Purchaser in connection therewith. The Company will diligently pursue pursuing, the Interim Order and the Final Order and the Company will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (Arrangement, including by providing, providing on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) , prior to the service and the Company will give reasonable consideration to all such commentsfiling of that material, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materialsinformation required to be supplied by the Purchaser and included in such material and any other matters contained therein. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearingreasonably. The Company will also provide legal counsel to the Purchaser’s legal counsel, Purchaser on a timely basis, basis with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable LawLaws, the Company will not file any material with with, or make any written submission to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 hereby or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, provided that nothing herein shall require the Purchaser may, in its sole discretion, withhold its to agree or consent with respect to any increase in increased purchase price or variation in the form of the Consideration other 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. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement (Patheon Inc)
Court Proceedings. The Purchaser will cooperate In connection with the Company in pursuing all Proceedings relating to obtaining the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by shall:
(1) diligently pursue, and cooperate with the Purchaser in connection therewith. The Company will diligently pursue pursuing, the Interim Order and the Final Order and will Order;
(2) 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 with, or submitted to, the Court or the Director in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) ), including drafts of the motion for Interim Order and the Company will Final Order, affidavits, Interim Order and Final Order, and give reasonable and due consideration to all such comments, and will accept the reasonable comments of the Purchaser and its outside legal counsel, provided that all information relating to the Purchaser, its affiliates and any financing sources, as applicable, included in such materials shall be in a form and substance satisfactory to the Purchaser, acting reasonably;
(3) provide to the Purchaser and its outside legal counsel, on a timely basis, copies of any notice of appearance, evidence or other documents served on the Company or its outside legal counsel with 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 any such materials. The Company will appeal, or oppose the granting of, the Interim Order or the Final Order;
(4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will ;
(5) not file any material with the Court in connection with the Arrangement or serve any such material, and will not or agree to modify or amend materials any material so filed or served, except as contemplated by this Section 2.6 Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, provided that the Purchaser may, in its sole discretion, withhold its is not required to agree or 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. The Company will also , the Arrangement and the D&O Support and Voting Agreements;
(6) oppose any proposal from any party Person that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after Agreement and consult with the issuance of the Final Order and prior Purchaser with respect to the Effective Datedefense or settlement of any Shareholder or derivative Proceeding and shall not settle in respect of any such Proceeding without the Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed);
(7) if the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall only do so after notice to, and in consultation and cooperation with, the Purchaser; and
(8) not object to the outside legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement (Semtech Corp)
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser will shall cooperate with with, assist and consent to the Company in pursuing seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by applicable Law to be supplied by the Purchaser in connection therewith. The Company will diligently pursue In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and will the Final Order;
(2) provide the Purchaser and or its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providingArrangement, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel;
(3) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to any such materials. The Company will appeal, or oppose the granting of, the Interim Order or the Final Order, subject to applicable Laws;
(4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition;
(5) 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, acting reasonably, provided the Purchaser is not required to agree or consent to any increase in, or variation of the form of, the Company will 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;
(6) oppose any proposal from any Person that the Final Order contain any provision materially inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(7) not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are is advised of the nature of such any submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will hearing and such submissions are not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after Agreement or the issuance Plan of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the PurchaserArrangement.
Appears in 1 contract
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser will cooperate with the Company and assist Absolute in pursuing seeking the Interim Order and the Final Order, including by providing the Company Absolute on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and Absolute will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing all of such material, a description of any information required to which shall be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition), and will give reasonable consideration to all such comments (provided that all information relating to the Purchaser, the Company will not object to legal counsel Financing Sources and their respective Affiliates included in such materials shall be in form and content satisfactory to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriatePurchaser, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Orderreasonably). Subject to applicable Law, the Company Absolute will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that . Absolute shall also provide to the Purchaser may, on a timely basis copies of any notice of appearance or other Court documents served on Absolute in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration application for the Interim Order 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. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law Absolute indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, it shall do so after notice to. Absolute (a) will diligently pursue, and cooperate in consultation and cooperation withgood faith with the Purchaser in diligently pursuing, the PurchaserInterim Order and the Final Order; and (b) not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably.
Appears in 1 contract
Court Proceedings. The Purchaser will cooperate In connection with the Company in pursuing all Court proceedings relating to obtaining the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding shall diligently pursue, and cooperate with the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser Buyer in connection therewith. The Company will diligently pursue pursuing, the Interim Order and the Final Order and the Company will provide the Purchaser Buyer and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement (Arrangement, including by providing, providing on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser Buyer for inclusion in such material) materials, prior to the service and the Company will give reasonable consideration to all filing of such commentsmaterials, and will accept the reasonable comments of the Purchaser Buyer and its legal counsel with respect to any such information required to be supplied by the Buyer and included in such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser Buyer making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearingreasonably. The Company will also provide legal counsel to the Purchaser’s legal counsel, Buyer on a timely basis, basis with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable LawLaws, the Company will not file any material with materials with, or make any submissions to, the Court in connection with the Arrangement or serve any such materialmaterials, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 hereby or with the PurchaserBuyer’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that the Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement (ORBCOMM Inc.)
Court Proceedings. The Purchaser will cooperate In connection with the Company in pursuing all Proceedings relating to obtaining the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by shall:
(1) diligently pursue, and cooperate with the Purchaser in connection therewith. The Company will diligently pursue pursuing, the Interim Order and the Final Order and will Order;
(2) 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 with, or submitted to, the Court or the Director in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) ), including drafts of the motion for Interim Order and the Company will Final Order, affidavits, Interim Order and Final Order, and give reasonable and due consideration to all such comments, and will accept the reasonable comments of the Purchaser and its outside legal counsel, provided that all information relating to the Purchaser, its affiliates and any financing sources, as applicable, included in such materials shall be in a form and substance satisfactory to the Purchaser, acting reasonably;
(3) provide to the Purchaser and its outside legal counsel, on a timely basis, copies of any notice of appearance, evidence or other documents served on the Company or its outside legal counsel with 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 any such materials. The Company will appeal, or oppose the granting of, the Interim Order or the Final Order;
(4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will ;
(5) not file any material with the Court in connection with the Arrangement or serve any such material, and will not or agree to modify or amend materials any material so filed or served, except as contemplated by this Section 2.6 Agreement or with the Purchaser’s 's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, provided that the Purchaser may, in its sole discretion, withhold its is not required to agree or 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 's obligations, or diminishes or limits the Purchaser’s rights 's rights, set forth in any such filed or served materials or under this Agreement. The Company will also , the Arrangement and the D&O Support and Voting Agreements;
(6) oppose any proposal from any party Person that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after Agreement and consult with the issuance of the Final Order and prior Purchaser with respect to the Effective Datedefense or settlement of any Shareholder or derivative Proceeding and shall not settle in respect of any such Proceeding without the Purchaser's prior written consent (not to be unreasonably withheld, conditioned or delayed);
(7) if the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall only do so after notice to, and in consultation and cooperation with, the Purchaser; and
(8) not object to the outside legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. The Purchaser will cooperate with Each of the Company in pursuing the Interim Order Partnership Entities and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and Corporation will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (Arrangement, including by providing, providing on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) , prior to the service and the Company filing of that material, and will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materialscounsel. The Company Each of the Partnership Entities and the Corporation will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement Agreement, the agreements that it contemplates and the Plan of Arrangement. In addition, each of the Company Partnership Entities and the Corporation agree that it will not object to legal counsel to the Purchaser making such submissions on behalf of the Purchaser on the application (and the hearing of the motion) for the Interim Order and the application (and the hearing of the motion) for the Final Order as such counsel considers appropriate, acting reasonably provided that the Partnership Entities and the Corporation are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement Agreement, the agreements that it contemplates and that the Company Plan of Arrangement. Each of the Partnership Entities and the Corporation will also provide to legal counsel to the Purchaser on a timely basis copies of any notice and evidence served on it or its legal counsel are advised in respect of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, application for the Interim Order or the Final OrderOrder or any appeal therefrom. Subject to applicable Law, none of the Company Partnership Entities and the Corporation will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 hereby or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, provided that nothing herein shall require the Purchaser may, in its sole discretion, withhold its to agree or consent with respect to any increase in or variation the consideration contemplated in connection with the form of the Consideration Arrangement or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. The Company Partnership Entities and the Corporation shall also provide to the Purchaser’s outside counsel on a timely basis copies of any notice of appearance or other Court documents served on any of the Partnership Entities and/or the Corporation in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by any of the Partnership Entities and/or the Corporation indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Each of the Partnership Entities and the Corporation will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Arrangement Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, any of the Company Partnership Entities and/or the Corporation is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Court Proceedings. The Subject to the terms of this Agreement, the Purchaser will shall cooperate with and assist the Company in pursuing seeking the Interim Order and the Final Order, including by providing to the Company Company, on a timely basis basis, any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser or Acquireco in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and will shall provide the Purchaser and its Purchaser’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providingArrangement, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will shall not file any material with the Court in connection with the Arrangement or serve any such material, and will shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; providedprovided that, however, that nothing herein shall require the Purchaser may, in its sole discretion, withhold its to agree or 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 AgreementAgreement or the Arrangement. The Company will shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel 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 with reasonably sufficient time prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser will cooperate with the Company in pursuing the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser in connection therewith. (a) The Company will diligently pursue the Interim Order and the Final Order and will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) materials and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. .
(b) The Company will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. .
(c) Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided, however, that nothing herein shall require the Purchaser may, in its sole discretion, withhold its to agree or consent with respect 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 Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement. Agreement or the Arrangement.
(d) The Company will also oppose any proposal from any party that 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 contain any provision inconsistent with this Agreementas such legal counsel considers appropriate, and, if at any time after provided that the issuance Company or its legal counsel is advised of the Final Order and nature of any submissions prior to the Effective Date, the Company is required by hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Final Plan of Arrangement.
(e) The Company will provide the Purchaser, on a timely basis, with:
(i) copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of:
(A) the application for the Interim Order or by Law to return to Court with respect to the Final Order; or
(B) any appeal therefrom; and
(ii) any notice, it shall do so after notice whether or not in writing, received by the Company or its legal counsel indicating any intention to, and in consultation and cooperation with, :
(A) oppose the Purchasergranting of the Interim Order or the Final Order; or
(B) appeal the Interim Order or the Final Order.
Appears in 1 contract
Court Proceedings. The Purchaser will cooperate In connection with the Company in pursuing all Court proceedings relating to obtaining the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by will diligently pursue, and cooperate with the Purchaser in connection therewith. The Company will diligently pursue pursuing, the Interim Order and the Final Order and the Company will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel on such material; provided, however, that all information relating solely to the Purchaser’s reliance on the Section 3(a)(10) Exemption and the effect thereof included in any filing with respect the Court shall be in form and content satisfactory to any such materialsthe Purchaser, acting reasonably. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on in support of the application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder; provided however, acting reasonably provided that such submissions are consistent with this Agreement and that the Purchaser advises the Company and its legal counsel are advised of the nature of such submissions prior to the hearinghearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also provide legal counsel to the Purchaser’s legal counsel, Purchaser on a timely basis, basis with copies of any notice, evidence or other documents served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company no Party will not file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 hereby or with the Purchaser’s other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned; provided, however, provided however that nothing herein will require the Purchaser may, in its sole discretion, withhold its to agree or consent with respect to any increase in increased purchase price or variation in the form of the Consideration other consideration or other modification or amendment to such filed or served materials that materially expands or increases the Purchaser’s obligations obligations, or materially diminishes or limits the Purchaser’s rights in respect of the Transactions, set forth in any such filed or served materials or under this Agreement. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if If at any time after the issuance of the Final Order and prior to the Effective 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 will, whenever reasonably practicable, do so after reasonable written notice to, and in consultation and cooperation with, to the Purchaser.
Appears in 1 contract
Court Proceedings. The Purchaser will shall cooperate with and assist the Company in pursuing seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by applicable Law to be supplied by the Purchaser in connection therewiththerewith as requested by the Company in writing. The Company will diligently pursue In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and will the Final Order;
(b) provide legal counsel to the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providingArrangement, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments;
(c) provide copies of any notice of appearance, and will accept evidence or other documents served on the reasonable comments of the Purchaser and Company or its legal counsel with in respect to any such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for or the Final Order as such counsel considers appropriateor any appeal from them, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order. Subject to applicable Law, ;
(d) ensure that all material filed with the Company will Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(e) not file any material with the Court in connection with the Arrangement or serve any such material, and will not or agree to modify or amend materials any material so filed or served, except as contemplated by this Section 2.6 Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that provided the Purchaser may, in its sole discretion, withhold its is not required to agree or 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. The Company will also ;
(f) oppose any proposal from any party Person that the Final Order contain any provision inconsistent with this Agreement, and, and if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement (Aphria Inc.)
Court Proceedings. The Purchaser will cooperate with the Company in pursuing the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and will provide the Purchaser Parent and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) materials and the Company will shall give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable LawLaws, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 2.2 or with the PurchaserParent’s prior written consent, such consent not to be unreasonably withheld, conditioned delayed or delayed; conditioned, provided, however, that the Purchaser may, in its sole discretion, withhold its nothing herein shall require Parent to agree or consent with respect to any increase in the consideration offered or variation in change to the form of the Consideration consideration offered to Company Shareholders under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights of Holdings, Parent and any of their respective Subsidiaries set forth in any such filed or served materials or under this Agreement, the Merger or the Arrangement. In addition, the Company will not object to Parent or its legal counsel making such submissions on the hearing of the application for the Interim Order and the application for the Final Order as Parent or its legal counsel considers reasonably appropriate. The Company will also provide Parent and its legal counsel, on a timely basis, with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will also oppose any proposal from any party Person that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement and Plan of Merger (Burger King Worldwide, Inc.)
Court Proceedings. The Purchaser will cooperate 1. In connection with the Company in pursuing all Court proceedings relating to obtaining the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by shall:
a. diligently pursue, and cooperate with the Purchaser in connection therewith. The Company will diligently pursue pursuing, the Interim Order and and, provided the Arrangement Resolution is approved, the Final Order and will Order;
b. provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providingArrangement, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and . The Company will accept the reasonable comments of the Purchaser and its legal counsel with respect to any Purchaser Information included in such materials. The ;
c. provide legal counsel to the Purchaser, on a timely basis, with copies of any notice of appearance, evidence or other documents served on the Company will or its legal counsel in respect of the motion for the Interim Order or the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or 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. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will ;
e. not file any material with the Court in connection with the Arrangement or serve any such material, and will not or agree to modify or amend materials any material so filed or served, except as contemplated by this Section 2.6 Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, provided that nothing herein shall require the Purchaser may, in its sole discretion, withhold its to agree or 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 set forth in this Agreement, or diminishes that reduces or limits decreases the Purchaser’s rights set forth in any such filed or served materials or under this Agreement. The Company will also ;
f. oppose any proposal from any party person that the Final Order contain any provision inconsistent with this Agreement, and, and if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so only after notice to, and in consultation and cooperation with, the Purchaser; and
g. not object to legal counsel to the Purchaser making such submissions on the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that such submissions are consistent with this Agreement and the Plan of Arrangement, and provided further that the Company and its legal counsel are advised of the nature of any such submissions prior to the hearing. In connection with all court proceedings relating to obtaining the Interim Order or Final Order, the Purchaser will cooperate with and assist the Company, including by providing the Company on a timely basis with any information reasonably required to be supplied by the Purchaser.
Appears in 1 contract
Court Proceedings. The Purchaser will cooperate In connection with the Company in pursuing all Court proceedings relating to obtaining the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by will diligently pursue, and cooperate with the Purchaser in connection therewith. The Company will diligently pursue pursuing, the Interim Order and the Final Order and the Company will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any on such materialsmaterial. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on in support of the application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder; provided however, acting reasonably provided that the Purchaser advises the Company of the nature of any such submissions are consistent with this Agreement not less than one (1) Business Day prior to the hearing and that the Purchaser has given reasonable consideration to any comments from the Company and its legal counsel are advised of the nature of such submissions prior to the hearingwith respect thereto. The Company will also provide legal counsel to the Purchaser’s legal counsel, Purchaser on a timely basis, basis with copies of any notice, evidence or other documents served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company no Party will not file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 hereby or with the Purchaserother Party’s prior written consent, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned; provided, provided however, that nothing herein will require the Purchaser may, in its sole discretion, withhold its to agree or consent with respect to any increase in increased purchase price or variation in the form of the Consideration other consideration or other modification or amendment to such filed or served materials that materially expands or increases the Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if If at any time after the issuance of the Final Order and prior to the Effective 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 will provide immediate written notice to the Purchaser and will do so only after notice to, and in consultation and cooperation with, the Purchaserproviding such written notice.
Appears in 1 contract
Samples: Arrangement Agreement (Charlotte's Web Holdings, Inc.)
Court Proceedings. The Purchaser Subject to the terms of this Agreement, Xxxxxx will cooperate with and assist the Company in pursuing seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser Xxxxxx in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and will provide the Purchaser and its legal counsel to Xxxxxx with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providingArrangement, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 2.7 or with the PurchaserWalter’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the Purchaser may, in its sole discretion, withhold its nothing herein shall require Xxxxxx to agree or 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 PurchaserWalter’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. The Company shall also provide to Walter’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Arrangement Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to Xxxxxx 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 prior to the hearing and such submissions are consistent with this Arrangement Agreement and the Plan of Arrangement. The Company will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Arrangement Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the PurchaserXxxxxx.
Appears in 1 contract
Court Proceedings. The Purchaser will cooperate In connection with the Company in pursuing all Court proceedings relating to obtaining the Interim Order and the Final Order, including by providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by shall diligently pursue, and cooperate with the Purchaser in connection therewith. The Company will diligently pursue pursuing, the Interim Order and the Final Order and the Company will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (Arrangement, including by providing, providing on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) , prior to the service and the Company will give reasonable consideration to all such commentsfiling of that material, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materialsinformation required to be supplied by the Purchaser and included in such material and any other matters contained therein. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearingreasonably. The Company will also provide legal counsel to the Purchaser’s legal counsel, Purchaser on a timely basis, basis with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable LawLaws, the Company will not file any material with with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 hereby or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided, however, provided that nothing herein shall require the Purchaser may, in its sole discretion, withhold its to agree or consent with respect to any increase in increased purchase price or variation in the form of the Consideration other 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. The Company will also oppose any proposal from any party Person that the Final Order contain any provision inconsistent with this Agreement, and, and if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall Order do so only after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Court Proceedings. The Purchaser Subject to the terms of this Agreement, the Parties will cooperate with the Company in pursuing seeking the Interim Order and the Final Order, including by the Purchaser providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser Company in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) materials and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided, however, that nothing herein shall require the Purchaser may, in its sole discretion, withhold its to agree or consent with respect 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 Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company or its legal counsel is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company will also oppose provide the Purchaser on a timely basis with copies of any proposal from any party that notice of appearance and evidence or other documents served on the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. The Purchaser Subject to the terms of this Agreement, the Parties will cooperate with the Company in pursuing seeking the Interim Order and the Final Order, including by the Purchaser providing the Company on a timely basis any information regarding the Purchaser as reasonably requested by the Company or as required by Law to be supplied by the Purchaser Company in connection therewith. The Company will diligently pursue the Interim Order and the Final Order and will provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material) materials and the Company will shall give reasonable consideration to all such comments, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent with this Agreement and that the Company and its legal counsel are advised of the nature of such submissions prior to the hearing. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided, however, that nothing herein shall require the Purchaser may, in its sole discretion, withhold its to agree or consent with respect 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 Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company or its legal counsel is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company will also oppose provide the Purchaser on a timely basis with copies of any proposal from any party that notice of appearance and evidence or other documents served on the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance Company or its legal counsel in respect of the Final application for the Interim Order and prior to the Effective Date, the Company is required by the terms of or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Law the Company or its legal counsel indicating any intention to return oppose the granting of the Interim Order or the Final Order or to Court with respect to appeal the Interim Order or the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement (Gold Standard Ventures Corp.)
