Court Proceedings. Subject to the terms and conditions hereof, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (a) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments; (b) provide copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (c) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (d) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent (not to be unreasonably withheld or delayed), provided the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement; (e) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation with, the Purchaser; and (f) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Hillman Companies Inc)
Court Proceedings. Subject to the terms and conditions hereof, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Aphria shall:
(a) diligently pursue, and cooperate with Tilray in diligently pursuing, the Interim Order and the Final Order;
(b) provide Tilray and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments. Aphria will accept the comments of Tilray and its legal counsel with respect to any information required to be supplied by Tilray about Tilray and included in such materials;
(bc) provide legal counsel to Tilray, on a timely basis, with copies of any notice of appearance, evidence or other documents served on the Company Aphria or its legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(cd) 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;
(de) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserTilray’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed), provided the Purchaser is not required that nothing herein shall require Tilray to agree or consent to any increase in or variation in the form of the Consideration consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserTilray’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
(ef) oppose any proposal from any Person person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to, and in consultation and cooperation with, the PurchaserTilray; and
(fg) not object to legal counsel to the Purchaser Tilray making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and that such submissions are consistent with this Agreement and the Plan of Arrangement, and provided further that Aphria and its legal counsel are advised of the nature of any such submissions and approve such submissions prior to the hearing.
(2) In connection with all court proceedings relating to obtaining the Interim Order or Final Order, Tilray will cooperate and assist Aphria, including by providing Aphria on a timely basis any information reasonably required to be supplied by Tilray.
Appears in 2 contracts
Samples: Arrangement Agreement (Aphria Inc.), Arrangement Agreement (Tilray, Inc.)
Court Proceedings. Subject to the terms and conditions hereofof this Agreement, the Purchaser shall, co-operate with, diligently and the Parent shall cooperate with and assist in pursuing and consent to the Company in seeking the Interim Order and the Final Order, including by using commercially reasonable efforts to provide providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquisitionco the Parent in connection therewith. In connection with all Court proceedings relating to obtaining The Company shall provide the Interim Order and the Final Order, the Company shall:
(a) provide Purchaser’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(b) provide copies of any notice of appearance. Subject to applicable Law, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(c) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(d) subject to compliance with Law, shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.6 or with the Purchaser’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed); provided that, provided nothing herein shall require the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(e) oppose Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on the Final Company in respect of the application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law the Company indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice to, 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 in consultation withthe Plan of Arrangement. In addition, the Purchaser; and
(f) Company shall not object to the Purchaser’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided the Purchaser advises that the Company is provided with copies of the nature of any such submissions written submissions, if any, with reasonably sufficient time prior to the hearing hearing, the Company and the Company’s legal counsel are provided with a reasonable opportunity to review and comment upon the drafts of such submissions and such submissions submissions, if any, are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 2 contracts
Samples: Arrangement Agreement (Turquoise Hill Resources Ltd.), Arrangement Agreement (Rio Tinto PLC)
Court Proceedings. Subject to the terms and conditions hereof, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. In connection with all Court proceedings Proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) diligently pursue, and co-operate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(b) provide the Purchaser and its outside legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with with, or submitted to, the Court or the Registrar in connection with the Arrangement, Arrangement and give reasonable consideration to all such commentscomments of the Purchaser and its outside legal counsel; provided that, all information relating to the Purchaser included in such materials shall be in a form and substance satisfactory to the Purchaser, acting reasonably;
(bc) 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 in respect of the application for the Interim Order or the Final Order Order, or any appeal from them, them and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, or appeal, the Interim Order or the Final Order;
(cd) ensure that all material filed with the Court in connection with the Arrangement is consistent in all respects with the terms of this Agreement and the Plan of Arrangement;
(de) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent (of the Purchaser; such consent not to be unreasonably withheld or delayed)withheld; provided that, provided the Purchaser is shall not be required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the obligations of the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, rights of the Purchaser as may be set forth in any such filed or served materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Voting Agreements;
(ef) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement;
(g) return to Court with respect to the Final Order, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so so, only after notice to, and in consultation and co-operation with, the Purchaser; and
(fh) not object to permit outside legal counsel to the Purchaser making to make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that, and not inconsistent with this Agreement, 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 2 contracts
Samples: Arrangement Agreement (Hammerhead Energy Inc.), Arrangement Agreement (Crescent Point Energy Corp.)
Court Proceedings. Subject to the terms and conditions hereof, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. In connection with all the Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Raging River shall:
(a) provide legal permit Baytex and its counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed by Raging River with the Court in connection with the Arrangement, Arrangement and give reasonable consideration to all such commentsany supplement or amendment thereto;
(b) provide counsel to Baytex, on a timely basis, with copies of any notice of appearance, appearance and evidence or other documents served on the Company Raging River or its legal counsel in respect of the application for Interim Order and the application for the Final Order or any appeal therefrom, and of any notice (written or oral) received by Raging River indicating an intention to oppose the granting of the Interim Order or the Final Order or any to appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(c) ensure that all material filed with not object to legal counsel to Baytex making such submissions on the Court in connection with application for the Arrangement is consistent with this Agreement Interim Order and the Plan of Arrangementapplication for the Final Order as such counsel considers appropriate, acting reasonably;
(d) subject to compliance with LawLaws, not file any material with with, or make any written submissions to, the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement hereby or with the Purchaser’s Baytex's prior written consent, such consent (not to be unreasonably withheld or delayed), ; provided the Purchaser is not required that nothing herein shall require Baytex to agree or consent 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 Baytex's obligations, or diminishes or limits the Purchaser’s Baytex's rights, set forth in any such filed or served materials or under this Agreement;; and
(e) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(f) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of ArrangementBaytex.
Appears in 2 contracts
Samples: Arrangement Agreement (Baytex Energy Corp.), Arrangement Agreement (Baytex Energy Corp.)
Court Proceedings. Subject to the terms and conditions hereofof this Agreement, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Stars shall:
(a) diligently pursue, and cooperate with Flutter in diligently pursuing, the Interim Order and the Final Order, and Flutter shall provide legal to Stars, on a timely basis, any information reasonably required to be supplied by Flutter in connection therewith;
(b) provide Flutter’s outside counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(bc) provide copies of any notice of appearance, evidence or other documents served on the Company Stars or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(cd) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(de) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.9 or with the PurchaserFlutter’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed), ; provided the Purchaser is not required that nothing herein shall require Flutter to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserFlutter’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement;
(e) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation with, the Purchaser; and
(f) not object to legal counsel to the Purchaser Flutter making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided the Purchaser advises the Company that Stars is advised of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement; and
(g) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Stars is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Flutter.
Appears in 2 contracts
Samples: Arrangement Agreement (Stars Group Inc.), Arrangement Agreement
Court Proceedings. Subject to the terms and conditions hereofof this Agreement, the Company shall diligently pursue, and cooperate with the Purchaser shallin diligently pursuing, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and the Final Order, including by using commercially reasonable efforts to and the Purchaser shall provide to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquisitionco in connection therewith. In connection with all Court proceedings relating to obtaining The Company shall provide the Interim Order and the Final Order, the Company shall:
(a) provide Purchaser’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(b) provide copies of any notice of appearance. Subject to applicable Law, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(c) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(d) subject to compliance with Law, shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 1.6 or with the Purchaser’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed); provided that, provided nothing herein shall require the Purchaser is not required to agree or consent to any increase change 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;
(e) oppose Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on it in respect of the Final application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law it indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice to, 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 in consultation with, the Purchaser; and
(f) not object to legal Plan of Arrangement. Legal counsel to the Purchaser making shall be entitled to make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, ; provided that the Purchaser Purchaser’s legal counsel advises the Company Company’s legal counsel of the nature of any such submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any Person that the Final Order contains any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, the Company shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser.
Appears in 1 contract
Court Proceedings. Subject to the terms of this Agreement, Purchaser and conditions hereof, the Purchaser shall, co-operate with, diligently Parent shall cooperate with and assist in pursuing and consent to the Company in seeking the Interim Order and the Final Order, including by using commercially reasonable efforts to provide providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquisitionco Parent in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order The Company shall provide both Purchaser and the Final Order, the Company shall:
(a) provide Parent and their legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the ArrangementArrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Purchaser or Parent for inclusion in such material), and will give reasonable consideration to all such comments;
(b) provide copies comments and will accept the reasonable comments of any notice of appearance, evidence or other documents served on the Company or its Purchaser and Parent and their legal counsel in with respect of the application for the Interim Order or the Final Order or to any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(c) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(d) subject to compliance with Law, such materials. The Company shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.8 or with the both Purchaser’s and Parent’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed); provided that, provided the nothing herein shall require Purchaser is not required or Parent to agree or consent to any increase in or variation in the form of consideration payable to the Consideration Company Shareholders or the holders, if any, of Company DSUs, Company Options, Company PSUs, Company RSUs or Company SARs pursuant to the plan of Arrangement or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any modification or amendment to such filed or served materials or under this Agreement;
(e) oppose Agreement or the Arrangement. The Company shall also provide to Purchaser and Parent and their legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on the Company in respect of the motion for the Interim Order or application for the Final Order contain (or any provision inconsistent with this Agreementappeals therefrom), and if required as well as any notice, whether written or oral, received by the terms Company indicating any intention to oppose the granting of the Interim Order or the Final Order or by Law to return to Court with respect to appeal the Interim Order or the Final Order do so only after notice to, Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and in consultation withthe Plan of Arrangement. In addition, the Purchaser; and
(f) Company shall not object to Purchaser or Purchaser’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, ; provided the Purchaser advises that the Company is advised as promptly as practicable of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Purchaser.
Appears in 1 contract
Court Proceedings. Subject to the terms and conditions hereof, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:EHT shall:
(a) diligently pursue, and cooperate with SKYE in diligently pursuing, the Interim Order and, subject to Section 2.7, the Final Order;
(b) provide SKYE and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement and give reasonable consideration to all such comments. EHT will accept the comments of SKYE and its legal counsel with respect to any information required to be supplied by SKYE about SKYE and included in such materials;
(bc) provide legal counsel to SKYE, on a timely basis, with copies of any notice of appearanceresponse to petition, evidence or other documents served on the Company EHT or its legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(cd) 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;
(de) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserSKYE’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed), provided the Purchaser is not required that nothing herein shall require SKYE to agree or consent to any increase in or variation in the form of the Consideration consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserSKYE’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
(ef) oppose any proposal from any Person person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to, and in consultation and cooperation with, the PurchaserSKYE; andand
(fg) not object to legal counsel to the Purchaser SKYE making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and that such submissions are consistent with this Agreement and the Plan of ArrangementArrangement and provided further that EHT and its legal counsel are advised of the nature of any such submissions and approve such submissions prior to the hearing.
(2) In connection with all court proceedings relating to obtaining the Interim Order or Final Order, SKYE will cooperate and assist EHT, including by providing EHT on a timely basis any information reasonably required to be supplied by SKYE.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. Subject to the terms and conditions hereof, The Company shall provide the Purchaser shall, co-operate with, diligently assist in pursuing Parties and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) provide their legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of the Interim Order and the Final Order and all other material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(b) provide copies including by providing on a timely basis a description of any notice information required to be supplied by the Purchaser Parties for inclusion in such material, prior to the service and filing of appearancethat material, evidence or other documents served on and shall accept the Company or its reasonable comments of the Purchaser Parties and their legal counsel with respect to any such information required to be supplied by the Purchaser Parties and included in such material and shall reasonably consider their comments with respect of the application for the Interim Order or the Final Order or to any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(c) other matters contained therein. The Company 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;
(d) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent (not to be unreasonably withheld or delayed), provided the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(e) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation with. In addition, the Purchaser; and
(f) Company shall not object to legal counsel to the Purchaser Parties making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, 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. The Company shall also provide legal counsel to the Purchaser Parties on a timely basis with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the 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. Subject to applicable Laws, the Company shall not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated hereby or with the Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require the Purchaser Parties to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser Parties’ obligations set forth in any such filed or served materials or under this Agreement.
Appears in 1 contract
Court Proceedings. Subject to the terms and conditions hereofof this Agreement, the Purchaser shall, co-operate with, diligently shall cooperate with and assist in pursuing and consent to the Company in seeking the Interim Order and the Final Order, including by using commercially reasonable efforts to provide providing to the Company, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquisitionco Acquireco in connection therewith. In connection with all Court proceedings relating to obtaining The Company shall provide the Interim Order and the Final Order, the Company shall:
(a) provide Purchaser’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(b) provide copies of any notice of appearance. Subject to applicable Laws, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(c) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(d) subject to compliance with Law, shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.8 or with the Purchaser’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed); provided that, provided nothing herein shall require the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(e) oppose Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on the Final Company in respect of the application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law the Company indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice to, 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 in consultation withthe Plan of Arrangement. In addition, the Purchaser; and
(f) Company shall not object to the Purchaser’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, 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 the terms of this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. Subject to the terms and conditions hereof, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. (1) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company EHT shall:
(a) diligently pursue, and cooperate with SKYE in diligently pursuing, the Interim Order and, subject to Section 2.7, the Final Order;
(b) provide SKYE and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement and give reasonable consideration to all such comments. EHT will accept the comments of SKYE and its legal counsel with respect to any information required to be supplied by SKYE about SKYE and included in such materials;
(bc) provide legal counsel to SKYE, on a timely basis, with copies of any notice of appearanceresponse to petition, evidence or other documents served on the Company EHT or its legal counsel in respect of the application motion for the Interim Order or the application for the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(cd) 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;
(de) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserSKYE’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed), provided the Purchaser is not required that nothing herein shall require SKYE to agree or consent to any increase in or variation in the form of the Consideration consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserSKYE’s obligations, or diminishes or limits the Purchaser’s rights, obligations set forth in any such filed or served materials or under this Agreement;
(ef) oppose any proposal from any Person person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to, and in consultation and cooperation with, the PurchaserSKYE; and
(fg) not object to legal counsel to the Purchaser SKYE making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and that such submissions are consistent with this Agreement and the Plan of ArrangementArrangement and provided further that EHT and its legal counsel are advised of the nature of any such submissions and approve such submissions prior to the hearing.
(2) In connection with all court proceedings relating to obtaining the Interim Order or Final Order, SKYE will cooperate and assist EHT, including by providing EHT on a timely basis any information reasonably required to be supplied by SKYE.
Appears in 1 contract
Court Proceedings. Subject to the terms and conditions hereof, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company REIT and ArrangementCo shall:
: (a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order; (b) provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, prior to the service and filing of such materials, and give reasonable consideration to all such comments;
(b) provide copies comments of any notice the Purchaser and its legal counsel, provided that the REIT and ArrangementCo will accept the comments of appearance, evidence or other documents served on the Company or Purchaser and its legal counsel with respect to any information required to be supplied by the Purchaser and included 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 such materials. Subject to appeal, or oppose the granting of, the Interim Order or the Final Order;
(c) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(d) subject to compliance with applicable Law, not neither the REIT nor ArrangementCo shall file any material materials with the Court in connection with the Arrangement or serve any such materialmaterials, or and neither the REIT nor ArrangementCo shall agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.6 or with the Purchaser’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed); provided that, provided nothing herein shall require the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(e) , the Arrangement or the Voting Support Agreements. The REIT and ArrangementCo shall oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement and consult with the Purchaser with respect to the defence or settlement of any REIT Unitholder or derivative suit, action, claim or proceeding related to the Arrangement and shall not settle in respect of any such suit, action, claim or proceeding without the Purchaser’s prior written consent. The REIT and ArrangementCo 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 REIT or ArrangementCo 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 REIT or ArrangementCo 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 REIT and ArrangementCo 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, neither the REIT nor ArrangementCo shall object to the Purchaser’s legal counsel making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that the REIT and ArrangementCo are 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 REIT and ArrangementCo shall also oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and if prior to the Effective Date, the REIT or ArrangementCo are required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, it shall do so only after notice to, and in reasonable consultation and reasonable cooperation with, the Purchaser; and
(f) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided 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. Subject to the terms and conditions hereof, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (aA) diligently pursue (and SPAC and the Acquisition Entities shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide legal counsel to the Purchaser SPAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and give reasonable consideration reasonably consider the comments of SPAC and its Representatives, and all information relating to all SPAC and the Acquisition Entities included in such comments;
materials must be in a form and content reasonably satisfactory to SPAC; (bC) provide on a timely basis copies of any notice of appearance, response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (cD) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
; (dE) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the PurchaserSPAC’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed), ; provided the Purchaser that SPAC is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserSPAC’s obligations, or diminishes or limits the PurchaserSPAC’s rights, set forth in any such materials or under any such filed or served materials or under materials, this Agreement;
, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreement; (eF) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if if, at any time after the issuance of the Final Order and prior to the Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to, and in good-faith consultation and cooperation with, the PurchaserSPAC; and
and (fG) not object to legal counsel to the Purchaser SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided the Purchaser SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(ii) Subject to the terms of this Agreement (and Section 11.3 hereof), SPAC will reasonably cooperate with, and assist the Company in, seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any material information reasonably required or reasonably requested to be supplied by SPAC in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (M3-Brigade Acquisition III Corp.)
Court Proceedings. Subject to the terms of this Agreement, Stryker shall cooperate with and conditions hereof, the Purchaser shall, co-operate with, diligently assist Novadaq in pursuing and consent to the Company seeking the Interim Order and the Final Order, including by using commercially reasonable efforts providing to provide to the CompanyNovadaq, on a timely basis, any information reasonably required to be supplied by the Purchaser or Acquisitionco Stryker in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a) Novadaq shall provide Stryker’s legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments;
(b) provide copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person . Subject to appeal, or oppose the granting of, the Interim Order or the Final Order;
(c) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;
(d) subject to compliance with applicable Law, Novadaq shall not file any material with the Court in connection with the Arrangement or serve any such material, or and shall not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement Section 2.8 or with the PurchaserStryker’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed); provided that, provided the Purchaser is not required nothing herein shall require Stryker to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserStryker’s obligations, or diminishes or limits the PurchaserStryker’s rights, set forth in any such filed or served materials or under this Agreement;
(e) oppose Agreement or the Arrangement. Novadaq shall also provide to Stryker’s legal counsel on a timely basis, copies of any proposal from any Person that notice of appearance, evidence or other Court documents served on Novadaq in respect of the Final application for the Interim Order contain any provision inconsistent with this Agreement, and if required by the terms of or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Law Novadaq indicating any intention to return to Court with respect to oppose the granting of the Interim Order or the Final Order do so only after notice toor to appeal the Interim Order or the Final Order. Novadaq 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, and in consultation with, the Purchaser; and
(f) Novadaq shall not object to Stryker’s legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, ; provided the Purchaser advises the Company that Novadaq is advised of the nature of any such submissions with reasonably sufficient time prior to the hearing and agrees with them, acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. Novadaq 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, Novadaq 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, Stryker.
Appears in 1 contract
Court Proceedings. Subject to the terms and conditions hereof, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
: (aA) diligently pursue (and Purchaser shall reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide legal counsel to the Purchaser and its Representatives with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, and give reasonable consideration reasonably consider the comments of Purchaser and its Representatives, and ensure that all information relating to all Purchaser included in such comments;
materials must be in a form and content reasonably satisfactory to Purchaser; (bC) provide on a timely basis copies of any notice of appearance, response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
; (cD) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement;
; (dE) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed), ; provided the that Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such materials or under any such filed or served materials or under materials, this Agreement;
, the Arrangement, the Plan of Arrangement or the Voting Agreements (eF) subject to this Agreement, oppose any proposal from any Person person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order Order, it will do so only after notice to, and in good faith consultation and cooperation with, the Purchaser; and
and (fG) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
(ii) Subject to the terms of this Agreement (including Section 10.3 hereof), Purchaser will reasonably cooperate with, and assist the Company in, seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any material information reasonably required or reasonably requested to be supplied by Purchaser in connection therewith.
Appears in 1 contract
Samples: Business Combination Agreement (Healthwell Acquisition Corp. I)
Court Proceedings. Subject to the terms and conditions hereofof this Agreement, the Parent and the Purchaser shall, co-operate shall cooperate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and the Final Order, including by using commercially reasonable efforts to provide to providing the Company, Company on a timely basis, basis any information reasonably required to be supplied by the Parent and the Purchaser or Acquisitionco in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a1) diligently pursue, and cooperate with the Parent and the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(2) provide the Parent and the Purchaser and their legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable and due consideration to all such commentscomments of the Parent and the Purchaser and their legal counsel;
(b3) provide legal counsel to the Parent and the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(c4) 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;
(d5) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserParent’s prior written consent, which consent (shall not to be unreasonably withheld or delayed)withheld, provided that nothing herein shall require the Parent and the Purchaser is not required to agree or consent to any increase in in, or variation in of the form of of, the Consideration or other modification or amendment to such filed or served materials that expands or increases the Parent’s or Purchaser’s obligations, or diminishes or limits the rights of the Parent or the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement;
(e6) oppose any proposal from any Person person that the Final Order contain any provision inconsistent with this Agreement, and if if, at any time after the issuance of the Final Order and prior to the Effective Time, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(f7) not object to legal counsel to the Parent and the Purchaser making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreementacting reasonably, provided the Purchaser advises that the Company is advised of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.
Appears in 1 contract
Court Proceedings. Subject to the terms and conditions hereof, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. 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 Parent in diligently pursuing, the Interim Order and the Final Order; (b) provide Parent and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with with, or submitted to, the Court in connection with Court, the Arrangement, and give reasonable consideration to all such comments;
(b) provide 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 CBCA Director or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(c) ensure that all material filed with the Court AMF in connection with the Arrangement is consistent with this Agreement (including drafts of the motion for Interim Order and Final Order, affidavits, Interim Order and Final Order), prior to the Plan service and filing of Arrangement;
such materials, and give reasonable and due consideration to all such comments of Parent and its legal counsel, provided all Parent Information shall be in a form and substance satisfactory to Parent; (dc) subject to compliance with Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the PurchaserParent’s prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed), provided the Purchaser is that Parent shall not be required to agree or consent to any increase in or variation in the form of the Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases the PurchaserParent’s obligations, or diminishes or limits the PurchaserParent’s rights, set forth in any such filed or served materials or under this Agreement;
Agreement or the Arrangement and the D&O Support and Voting Agreements; (ed) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, Agreement and if required by the terms of the Final Order or by Law to return to Court consult with Parent with respect to the Final Order do so only after notice todefense or settlement of any Company shareholder or derivative proceeding and shall not settle in respect of any such proceeding without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; (e) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and in consultation with, the PurchaserPlan of Arrangement; and
(f) not object to legal counsel to the Purchaser Parent making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreementacting reasonably, provided the Purchaser Parent advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement; and (g) provide Parent on a timely basis with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. If, at any time after the issuance of the Final Order and prior to the Effective Time, the Company is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it shall do so only after notice to, and in good faith consultation and cooperation with, Parent.
Appears in 1 contract
Court Proceedings. Subject to the terms and conditions hereof, the Purchaser shall, co-operate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and Final Order, including by using commercially reasonable efforts to provide to the Company, on a timely basis, any information required to be supplied by the Purchaser or Acquisitionco in connection therewith. In connection with all the Court proceedings relating to obtaining the Interim Order and the Final Order, the Company Husky shall:
(a) provide Cenovus and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, prior to the filing of that material, and give reasonable and due consideration to all such commentscomments of Cenovus and its legal counsel;
(b) provide Cenovus and its legal counsel on a timely basis a description of any information required to be supplied by Cenovus for inclusion in any material to be filed with the Court in connection with the Arrangement, prior to the filing of that material, and will accept the reasonable comments of Cenovus and its legal counsel with respect to any such information required to be supplied by Cenovus and included in such material and any other matters contained therein;
(c) provide counsel to Cenovus, on a timely basis, with copies of any notice of appearance, appearance and evidence or other documents served on the Company Husky or its legal counsel in respect of the application for the Interim Order or and the application for the Final Order or any appeal from themtherefrom, and of any notice, notice (written or oral, ) received by Husky indicating the an intention of any Person to appeal, or oppose the granting of, of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;
(cd) ensure not object to legal counsel to Cenovus 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 Husky is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material filed with the Court in connection with the Arrangement is consistent respects with this Agreement and the Plan of Arrangement;
(de) subject to compliance with LawLaws, not file any material with with, or make any written submissions to, the Court in connection with the Arrangement or serve any such material, or and will not agree to modify or amend any material materials so filed or served, except as contemplated by this Agreement hereby or with the Purchaser’s Cenovus's prior written consent, such consent (not to be unreasonably withheld withheld, conditioned or delayed), provided ; on the Purchaser is not required condition that nothing herein shall require Cenovus to agree or consent to, and Cenovus shall not be deemed to agree or consent 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 Cenovus's obligations, or diminishes or limits the Purchaser’s Cenovus's rights, set forth in any such filed or served materials or under this Agreement;
(ef) oppose any proposal from any Person that the Interim Order or the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Interim Order or the Final Order or by Law to return to Court with respect to the Interim Order or the Final Order do so only after notice to, and in consultation and cooperation with, the PurchaserCenovus; and
(fg) not object to legal counsel to if at any time after the Purchaser making such submissions on the hearing issuance of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreement, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing Effective Date, Husky is required by the terms of the Final Order or by Applicable Law to return to Court with respect to the Final Order, it shall do so after notice to, and such submissions are consistent in consultation and cooperation with this Agreement and the Plan of ArrangementCenovus.
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Court Proceedings. Subject to the terms and conditions hereofof this Agreement, the Purchaser shall, co-operate and the Parent shall cooperate with, diligently assist in pursuing and consent to the Company seeking the Interim Order and the Final Order, including by using commercially reasonable efforts to provide to providing the Company, Company on a timely basis, basis any information regarding the Purchaser or the Parent as required by Law to be supplied by the Purchaser or Acquisitionco the Parent in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:
(a1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order;
(2) provide the Purchaser and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable and due consideration to all such commentscomments of the Purchaser and its legal counsel;
(b3) provide legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from themtherefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(c4) 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;
(d5) subject to compliance with applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, which consent (shall not to be unreasonably withheld withheld, delayed or delayed)conditioned, provided that nothing herein shall require the Purchaser is not required to agree or consent to any increase in in, or variation in of the form of 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;
(e6) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if if, at any time after the issuance of the Final Order and prior to the Effective Time, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order Order, do so only after notice to, and in consultation and cooperation with, the Purchaser; and
(f7) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion application for the Interim Order and the application for the Final Order as such counsel considers appropriate, and not inconsistent with this Agreementacting reasonably, provided the Purchaser Purchaser’s legal counsel advises the Company of the nature of any such submissions prior to at least the day before the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.
Appears in 1 contract
