Court Proceedings. Subject to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other in connection therewith. Each of the Parties will provide legal counsel to the other with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business Combination, and will give reasonable consideration to all such comments. Subject to applicable Law, none of the Parties will file any material with the Court in connection with the Business Combination or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with all other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination or the Plan of Arrangement. Each Party shall also provide to each other Parties’ legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Party 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 Party 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 Party will ensure that all materials filed with the Court in connection with the Business Combination are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no Party will object to legal counsel to the other Parties 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 Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Cannex, Nevada Holdco and BC Newco will 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, a Party 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 other Parties.
Appears in 2 contracts
Samples: Business Combination Agreement (Cannex Capital Holdings Inc.), Business Combination Agreement (4Front Ventures Corp.)
Court Proceedings. Subject to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other in connection therewith. Each of the Parties will provide legal counsel to the other with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business Combination, and will give reasonable consideration to all such comments. Subject to applicable Law, none of the Parties will file (nor will any Party take any action to cause or permit Nevada Holdco to file) any material with the Court in connection with the Business Combination or serve any such material, and will not agree to modify or amend (nor will any Party take any action to cause or permit Nevada Holdco to modify or amend) materials so filed or served, except as contemplated by this Section 2.8 or with all other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination or the Plan of Arrangement. Each Party shall also provide to each other Parties’ legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Party 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 Party 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 Party will ensure that all materials filed with the Court in connection with the Business Combination are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no Party will object to legal counsel to the other Parties 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 Parties are Party is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. CannexSVT, Finco, Baker, Briteside, and Sea Hunter will, and SVT will procure that Nevada Holdco and BC Newco will will, 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, a Party 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 other Parties.
Appears in 2 contracts
Samples: Business Combination Agreement (TILT Holdings Inc.), Business Combination Agreement (TILT Holdings Inc.)
Court Proceedings. Subject to the terms Each of this Agreement, each of the Parties PCS and Agrium will cooperate with and assist each other in seeking the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by provide the other in connection therewith. Each of the Parties will provide Party and its legal counsel to the other with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business CombinationArrangement, including by providing on a timely basis a description of any information required to be supplied by the other Party for inclusion in such material, prior to the service and filing of that material, and will give accept the reasonable consideration to all such comments. Subject to applicable Law, none comments of the Parties other Party and its legal counsel with respect to any such information required to be supplied by the other Party and included in such material and any other matters contained therein. Each of PCS and Agrium will file any ensure that all material filed with the Court in connection with the Business Combination Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Each of PCS and Agrium will provide legal counsel to the other Party on a timely basis with copies of any notice and evidence served on such Party or its legal counsel in respect of the application for the Final Order or any appeal therefrom. Subject to applicable Laws, neither Party will file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 hereby or with all the other Parties’ Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, that, provided that nothing herein shall require any Party PCS or Agrium to agree or consent to modifications or amendments any change to the Business Combination PCS Exchange Ratio, the Agrium Exchange Ratio or the Plan payment of Arrangementany other consideration or other modification or amendment to such filed or served materials that expands or increases such Party’s obligations set forth in any such filed or served materials or under this Agreement. Each Party of PCS and Agrium shall also provide to each other Parties’ legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Party 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 Party 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 Party will ensure that all materials filed with the Court in connection with the Business Combination are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no Party will object to legal counsel to the other Parties 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 Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Cannex, Nevada Holdco and BC Newco will 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, a Party 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 other Parties.
Appears in 2 contracts
Samples: Arrangement Agreement (Agrium Inc), Arrangement Agreement (Potash Corp of Saskatchewan Inc)
Court Proceedings. Subject to the terms of this Agreement, each of the other Parties will cooperate with and assist each other Pubco in seeking the Interim Order and the Final Order, including by providing each other on a timely basis it with any information reasonably required to be supplied by the other such Party in connection therewith. Each Verano will prepare drafts of the Parties will provide legal counsel to the other with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Business CombinationPlan of Arrangement (other than any affidavits required from an officer or director of Pubco, which shall be supplied by Pubco). The Transaction Parties will provide legal counsel to the other Parties with reasonable opportunity to review and comment upon the drafts of such materials, and will give reasonable consideration to all such comments. Counsel to Pubco shall file the final forms of such Court materials. Subject to applicable Law, none of the Parties will file any material with the Court in connection with the Business Combination or serve any such material, and no Party will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 2.7 or with all other Parties’ the prior written consent, such consent not to be unreasonably withheld, conditioned or delayedof the Transacting Parties; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination or the Plan of ArrangementCombination. Each Party Pubco shall also provide to each other Parties’ legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Party Pubco 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 Party Pubco 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 Party will ensure that all materials filed with the Court in connection with the Business Combination are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no Party will object to legal counsel to the other Parties a Transacting Party 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 other Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Cannex, Nevada Holdco and BC Newco will Pubco agrees to oppose any proposal from any party Person that the Final Order contain any provision inconsistent with this AgreementAgreement or the Plan of Arrangement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, a Party Pubco 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 other PartiesVerano.
Appears in 2 contracts
Samples: Arrangement Agreement (Verano Holdings Corp.), Arrangement Agreement (Verano Holdings Corp.)
Court Proceedings. Subject to the terms of this Agreement, each of the Parties will Purchaser and the Parent shall cooperate with and assist each other the Company in seeking the Interim Order and the Final Order, including by providing each other to the Company, on a timely basis basis, any information reasonably required to be supplied by the other Purchaser or the Parent in connection therewith. Each of The Company shall provide the Parties will provide Purchaser’s legal counsel to the other with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business CombinationArrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, none of the Parties will Company shall not file any material with the Court in connection with the Business Combination 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 2.8 2.6 or with all other Parties’ the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, provided that, nothing herein shall require any Party the Purchaser to agree or consent to modifications any increase in or amendments variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the Business Combination 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 Plan of Arrangement. Each Party The Company shall also provide to each other Parties’ the Purchaser’s legal counsel on a timely basis basis, copies of any notice of appearance appearance, evidence or other Court documents served on the Party 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 Party 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. Each Party will The Company shall ensure that all materials filed with the Court in connection with the Business Combination Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no Party will the Company shall not object to the Purchaser’s legal counsel to the other Parties 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 Parties are advised Company is provided with copies of the nature of any submissions such 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. Cannex, Nevada Holdco and BC Newco will 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, a Party 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 other PartiesPurchaser.
Appears in 2 contracts
Samples: Arrangement Agreement (Turquoise Hill Resources Ltd.), Arrangement Agreement (Rio Tinto PLC)
Court Proceedings. Subject to the terms of this Agreement, each of the Parties will shall cooperate with and assist each the other Party in seeking the Interim Order and the Final Order, including by providing each other providing, on a timely basis basis, any information reasonably required to be supplied by the other such Party in connection therewith. Each of the Parties will provide Party’s legal counsel to the other will be provided with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business Combination, and will give reasonable consideration to all such commentsArrangement. Subject to applicable Law, none of the Parties will neither Party shall file any material with the Court in connection with the Business Combination 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 2.8 or with all other Parties’ the prior written consentconsent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed; provided, provided that, nothing herein shall require any either Party to agree or consent to modifications any increase in or amendments variation in the form of the consideration payable to Shareholders pursuant to the Business Combination Arrangement, or other modification or amendment to such filed or served materials that expands or increases such Party’s obligations, or diminishes or limits such Party’s rights, set forth in any such filed or served materials or under this Agreement or the Plan of Arrangement. Each Party shall also provide to each the other Parties’ Party’s legal counsel on a timely basis basis, copies of any notice of appearance appearance, evidence or other Court documents served on the such Party 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 such Party 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 Party will shall ensure that all materials filed with the Court in connection with the Business Combination Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no neither Party will shall object to legal counsel to the other Parties Party’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 Parties are such Party is advised of the nature of any 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. Cannex, Nevada Holdco and BC Newco will Each Party 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, a either Party 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 other PartiesParty.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement
Court Proceedings. Subject (a) In connection with all Court proceedings relating to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking obtaining the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other in connection therewith. Each of Company shall: (i) diligently pursue the Parties will Interim Order and the Final Order; (ii) provide SPAC’s legal counsel to the other with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Business CombinationArrangement, and will give reasonable consideration in good faith to all such comments. Subject to applicable Law; (iii) provide SPAC copies of any notice of appearance, none evidence or other documents served on it or its legal counsel in respect of the Parties will file application for the Interim Order or the Final Order or any material 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; (iv) ensure that all materials filed with the Court in connection with the Business Combination Arrangement are consistent in all material respects with this Agreement and the Plan of Arrangement; (v) not file any materials with the Court in connection with the Arrangement or serve any such materialmaterials, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.8 Agreement or with all other Parties’ SPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, that, nothing herein shall require any Party that SPAC is not required to agree or consent to modifications any increase or amendments variation in the form of the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases its obligations, or diminishes or limits its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement, oppose any proposal from any person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Business Combination or Closing, the Plan Company is required by the terms of Arrangement. Each Party shall also provide to each other Parties’ legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Party 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 Party indicating any intention applicable Law to oppose the granting of the Interim Order or the Final Order or return to appeal the Interim Order or Court with respect to the Final Order. Each Party , it will ensure that all materials filed with the Court do so only after notice to, and in connection with the Business Combination are consistent in all material respects with the terms of this Agreement good faith consultation and the Plan of Arrangement. In additioncooperation with, no Party will SPAC; and (vii) not object to legal counsel to the other Parties SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel reasonably considers appropriate; provided, provided that the Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Cannex, Nevada Holdco Arrangement and BC Newco will oppose any proposal from any party that SPAC provides the Final Order contain any provision inconsistent Company with this Agreement, and, if at any time after the issuance copies of the Final Order and such submissions prior to the Effective Date, hearing and affords the Company a Party is required by reasonable opportunity to consult with SPAC regarding 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 other Partiessame.
Appears in 1 contract
Samples: Business Combination Agreement (Plum Acquisition Corp. III)
Court Proceedings. Subject (a) In connection with all Court proceedings relating to obtaining the terms of this AgreementInterim Order or the Final Order, each of the Parties will cooperate with LG Parent, New BC Sub, and assist each other in seeking SEAC shall: (i) diligently pursue the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other in connection therewith. Each of the Parties will ; (ii) provide LG Parent’s legal counsel to the other with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business CombinationArrangement, and will give accept the reasonable consideration to all such comments. Subject to applicable Law, none comments of the Parties will file any material with the Court in connection with the Business Combination or serve any such material, LG Parent and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with all other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayedits legal counsel; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination or the Plan of Arrangement. Each Party shall also (iii) provide to each other Parties’ legal counsel on a timely basis LG Parent copies of any notice of appearance appearance, evidence or other Court documents served on the Party it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom from them, and of any notice, whether written or oral, received by indicating the Party indicating intention of any intention Person to appeal, or oppose the granting of the Interim Order or the Final Order or to appeal of, the Interim Order or the Final Order. Each Party will ; (iv) ensure that all materials material filed with the Court in connection with the Business Combination are Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition; (v) not file any material with the Court in connection with the Arrangement or serve any such material, no Party and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with LG Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that LG Parentis not required to agree or consent to any variation in the form of the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases its obligations, or diminishes or limits its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, New BC Sub is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation and cooperation with LG Parent; and (vii) not object to legal counsel to the other Parties LG Parent making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Parties are advised of LG Parent advises New BC Sub the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Cannex, Nevada Holdco and BC Newco will 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, a Party 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 other Parties.
Appears in 1 contract
Samples: Business Combination Agreement (Screaming Eagle Acquisition Corp.)
Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking obtaining the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other Company shall diligently pursue, and cooperate with the Purchaser in connection therewith. Each of diligently pursuing, the Parties Interim Order and the Final Order, and the Company will provide the Purchaser and its legal counsel to the other with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business CombinationArrangement, prior to the service and filing of that material, and will give accept the reasonable consideration to all such comments. Subject to applicable Law, none comments of the Parties Purchaser and its legal counsel with respect to any such information required to be supplied by the Purchaser and included in such material and any other matters contained therein. The Company will file any ensure that all material filed with the Court in connection with the Business Combination 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. The Company will also provide legal counsel to the Purchaser on a timely basis with copies of any notice, evidence or other documents served on the Company or its legal counsel in respect of the application for the 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. Subject to applicable Law, the Company will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 2.6 or with all other Parties’ the prior written consentconsent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed; provided, thathowever, that nothing herein shall (i) require any Party the Purchaser to agree or consent to modifications any increase in the Consideration or amendments other modification or amendment to such filed or served materials that expands or increases the Business Combination obligations of the Purchaser, or diminishes or limits the rights of the Purchaser, set forth in any such filed or served materials or under this Agreement or the Plan Arrangement or (ii) limit the Company’s ability to take any and all steps, including the filing of Arrangement. Each Party shall also provide all manner of documents with any Governmental Entity, to each other Parties’ legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Party in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any noticeenforce its rights hereunder, whether written or oral, received by the Party 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 Party will ensure that all materials filed with the Court including in connection with any dispute involving the Business Combination are consistent in all material respects with Company (and/or the terms of this Agreement Company Subsidiaries) on the one hand, and the Plan of Arrangement. In addition, no Party will object to legal counsel to Purchaser (and/or its affiliates) on the other Parties 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 Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangementhand . Cannex, Nevada Holdco and BC Newco 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, a Party 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 other PartiesPurchaser.
Appears in 1 contract
Samples: Arrangement Agreement (Merus Labs International Inc.)
Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking obtaining the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other REIT and ArrangementCo shall: (a) diligently pursue, and cooperate with the Purchaser in connection therewith. Each of diligently pursuing, the Parties will Interim Order and the Final Order; (b) provide the Purchaser and its legal counsel to the other with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Business CombinationArrangement, prior to the service and filing of such materials, and will give reasonable consideration to all such commentscomments of the Purchaser and its legal counsel, provided that the REIT and ArrangementCo will accept the comments of the Purchaser and its legal counsel with respect to any information required to be supplied by the Purchaser and included in such materials. Subject to applicable Law, none of neither the Parties will REIT nor ArrangementCo shall file any material materials with the Court in connection with the Business Combination Arrangement or serve any such materialmaterials, and will not neither the REIT nor ArrangementCo shall agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.8 2.6 or with all other Parties’ the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, provided that, nothing herein shall require any Party the Purchaser to agree or consent to modifications any increase in or amendments 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 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 Business Combination defence or settlement of any REIT Unitholder or derivative suit, action, claim or proceeding related to the Plan Arrangement and shall not settle in respect of Arrangementany such suit, action, claim or proceeding without the Purchaser’s prior written consent. Each Party The REIT and ArrangementCo shall also provide to each other Parties’ the Purchaser’s legal counsel counsel, on a timely basis basis, copies of any notice of appearance appearance, evidence or other Court documents served on the Party 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 Party 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. Each Party will The REIT and ArrangementCo shall ensure that all materials filed with the Court in connection with the Business Combination Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no Party will neither the REIT nor ArrangementCo shall object to the Purchaser’s legal counsel to the other 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, ; provided that the Parties 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. Cannex, Nevada Holdco The REIT and BC Newco will ArrangementCo shall 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, a Party is 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, it shall do so after notice to, and in reasonable consultation and reasonable cooperation with, the other PartiesPurchaser.
Appears in 1 contract
Samples: Arrangement Agreement
Court Proceedings. Subject (a) In connection with all Court proceedings relating to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking obtaining the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other Company shall diligently pursue, and cooperate with the SPAC in connection therewith. Each of diligently pursuing, the Parties Interim Order and the Final Order, and the Company will provide the SPAC and its legal counsel to the other with reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Business CombinationArrangement, prior to the service and filing of such materials, and will give accept the reasonable consideration to all such comments. Subject to applicable Law, none comments of the Parties SPAC and its legal counsel with respect to any information required to be supplied by the SPAC and included in such materials. The Company will not file any material with the Court in connection with the Business Combination Plan of Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Section 2.8 Agreement or with all other Parties’ the SPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, that, nothing herein shall require any Party that the SPAC is not required to agree or consent to modifications any increase or amendments to variation in the Business Combination or form of the Plan of Arrangement. Each Party shall also provide to each other Parties’ legal counsel on a timely basis copies of any notice of appearance consideration payable hereunder or other Court documents modification or amendment to such filed or served on the Party materials that expands or increases its obligations, or diminishes or limits its rights, set forth in respect of the application for the Interim Order any such filed or the Final Order served materials or any appeal therefrom and of any notice, whether written or oral, received by the Party 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 Party will ensure that all materials filed with the Court in connection with the Business Combination are consistent in all material respects with the terms of under this Agreement and or the Plan of Arrangement. In addition, no Party the Company will not object to legal counsel to the other Parties SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided acting reasonably; provided, that the Parties are advised 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. CannexThe Company will also provide legal counsel to the SPAC 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, Nevada Holdco and BC Newco will any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, Agreement and the Plan of Arrangement and, if at any time after the issuance of the Final Order and prior to the Effective Date, a Party 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 other PartiesSPAC.
Appears in 1 contract
Samples: Business Combination Agreement (Focus Impact Acquisition Corp.)
Court Proceedings. Subject (a) In connection with all Court proceedings relating to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking obtaining the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other in connection therewith. Each of Company shall: (i) diligently pursue the Parties will Interim Order and the Final Order; (ii) provide FEAC’s legal counsel to the other with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business CombinationArrangement, and will give accept the reasonable consideration to all such comments. Subject to applicable Law, none comments of the Parties will file any material with the Court in connection with the Business Combination or serve any such material, FEAC and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with all other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayedits legal counsel; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination or the Plan of Arrangement. Each Party shall also (iii) provide to each other Parties’ legal counsel on a timely basis FEAC copies of any notice of appearance appearance, evidence or other Court documents served on the Party it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom from them, and of any notice, whether written or oral, received by indicating the Party indicating intention of any intention person to appeal, or oppose the granting of the Interim Order or the Final Order or to appeal of, the Interim Order or the Final Order. Each Party will ; (iv) ensure that all materials material filed with the Court in connection with the Business Combination are Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition; (v) not file any material with the Court in connection with the Arrangement or serve any such material, no Party and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with FEAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that FEAC is not required to agree or consent to any increase or variation in the form of the Exchange Consideration or other modification or amendment to such filed or served materials that expands or increases its obligations, or diminishes or limits its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement, oppose any proposal from any person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation and cooperation with, FEAC; and (vii) not object to legal counsel to the other Parties FEAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that FEAC advises the Parties are advised Company of the nature of any such submissions prior to reasonably in advance of the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Cannex, Nevada Holdco and BC Newco will 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, a Party 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 other Parties.
Appears in 1 contract
Samples: Subscription Agreement (Forbion European Acquisition Corp.)
Court Proceedings. Subject (a) In connection with all Court proceedings relating to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking obtaining the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other Company shall: (i) diligently pursue, and cooperate with SPAC in connection therewith. Each of diligently pursuing, the Parties will Interim Order and the Final Order; (ii) provide SPAC’s legal counsel to the other with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business CombinationArrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, none of the Parties will file any material with the Court in connection with the Business Combination or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with all other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination or the Plan of Arrangement. Each Party shall also (iii) provide to each other Parties’ legal counsel on a timely basis SPAC copies of any notice of appearance appearance, evidence or other Court documents served on the Party it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom from them, and of any notice, whether written or oral, received by indicating the Party indicating intention of any intention person to appeal, or oppose the granting of the Interim Order or the Final Order or to appeal of, the Interim Order or the Final Order. Each Party will ; (iv) ensure that all materials material filed with the Court in connection with the Business Combination are Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition; (v) not file any material with the Court in connection with the Arrangement or serve any such material, no Party and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with SPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that SPAC is not required to agree or consent to any increase or variation in the form of the Stockholder Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases its obligations, or diminishes or limits its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement, oppose any proposal from any person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation and cooperation with, SPAC; and (vii) not object to legal counsel to the other Parties SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel reasonably considers appropriate, provided that SPAC advises the Parties are advised 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. Cannex, Nevada Holdco and BC Newco will 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, a Party 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 other Parties.
Appears in 1 contract
Samples: Business Combination Agreement (CF Acquisition Corp. VI)
Court Proceedings. Subject (a) In connection with all Court proceedings relating to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking obtaining the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other in connection therewith. Each of Company shall: (i) make the Parties will applications for and diligently pursue the Interim Order and the Final Order; (ii) provide SPAC’s legal counsel to the other with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business CombinationArrangement, and will give accept the reasonable consideration to all such comments. Subject to applicable Law, none comments of the Parties will file any material with the Court in connection with the Business Combination or serve any such material, SPAC and will not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with all other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayedits legal counsel; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination or the Plan of Arrangement. Each Party shall also (iii) provide to each other Parties’ legal counsel on a timely basis SPAC copies of any notice of appearance appearance, evidence or other Court documents served on the Party it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom from them, and of any notice, whether written or oral, received by indicating the Party indicating intention of any intention Person to appeal, or oppose the granting of the Interim Order or the Final Order or to appeal of, the Interim Order or the Final Order. Each Party will ; (iv) ensure that all materials material filed with the Court in connection with the Business Combination are Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition; (v) not file any material with the Court in connection with the Arrangement or serve any such material, no Party will and shall not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with SPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that SPAC is not required to agree or consent to any increase or variation in the form of the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases its obligations, or diminishes or limits its rights, set forth in any such filed or served materials or under this Agreement or the Arrangement; (vi) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Closing, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it shall do so only after notice to, and in good faith consultation and cooperation with, SPAC; and (vii) not object to legal counsel to the other Parties SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that SPAC advises the Parties are advised 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. Cannex, Nevada Holdco and BC Newco will 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, a Party 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 other Parties.
Appears in 1 contract
Samples: Business Combination Agreement (Oxus Acquisition Corp.)