Covenants of the Securityholder. For good and valuable consideration, the receipt of which is hereby acknowledged, and subject to the terms and conditions hereof, from the date hereof until this Support Agreement is terminated, the Securityholder covenants and agrees: (a) to vote (or cause to be voted) all of the Securityholder's Shares in favour of the EKI Arrangement Resolution and the EKI Shareholder Matters, as contemplated by the Arrangement Agreement, and any actions required in furtherance of the actions and matters contemplated in the Arrangement Agreement at the Gold Ridge Meeting and the EKI Meeting; (b) to comply with, and take commercial reasonable efforts to cause EKI to comply with, the obligations of EKI as set forth in Section 11.2 of the Arrangement Agreement; (c) to vote (or to cause to be voted) all of the Securityholder's Shares at any meeting of shareholders of Gold Ridge or EKI called to propose a resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the approval of the EKI Arrangement Resolution or the EKI Shareholder Matters, against such resolution or transaction; (d) not take any action of any kind which would cause any of its representations or warranties in this Support Agreement to become untrue or which may in any way adversely affect the approval of the EKI Arrangement Resolution or the EKI Shareholder Matters; (e) promptly notify Gold Ridge and EKI upon any of the Securityholder's representations or warranties in this Support Agreement becoming untrue or incorrect, and for the purpose of this provision, each representation and warranty shall be deemed to be given at and as of all times during such period (irrespective of any language which suggests that it is only being given as at the date hereof); (f) not to grant or agree to grant any proxy or other right to vote any of the Securityholder's Shares (other than as permitted under Section 1(a) and 1(c) hereof and to grant or agree to grant a proxy to vote at any regularly held annual meeting of Gold Ridge or EKI with respect to matters that do not adversely affect the EKI Arrangement Resolution or the EKI Shareholder Matters), or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approval of any kind as to any of the Securityholder's Shares; (g) not to sell, convey, assign, transfer, encumber, pledge, grant a security interest in, option or otherwise convey or dispose of any of the Securityholder's Shares (or any securities to acquire Gold Ridge Shares or EKI Shares) or any right or interest therein (direct or indirect), or enter into any agreement, contract, or other arrangement in respect thereto; (h) to refrain from taking, or causing to be taken, any actions or exercising any shareholder rights or remedies available at common law or pursuant to the ABCA, or applicable securities laws that that might reasonably be expected to delay, hinder, upset or challenge the approval of the EKI Arrangement Resolution or the EKI Shareholder Matters; and (i) to execute and deliver, or cause to be executed and delivered, such additional or further consents, documents or other instruments as EKI may request for the purpose of effectively carrying out the matters contemplated by this Support Agreement. It is acknowledged that the covenants set forth above relate to the Securityholder acting solely in the capacity of a holder of the Securityholder's Shares and not as a director or officer of EKI and shall not affect or restrict any legal or equitable obligation imposed on such Securityholder acting in the capacity of a director or officer of EKI. The Securityholder acknowledges that pursuant to this Support Agreement, the Securityholder may be required to act as a holder of the Securityholder's Shares in a manner different from the manner in which the Securityholder is obligated to act in the capacity of a director and/or officer of EKI.
Appears in 1 contract
Samples: Arrangement Agreement
Covenants of the Securityholder. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, from the date hereof until the termination of this Support Agreement is terminatedletter agreement in accordance with Section 5, the Securityholder hereby covenants and agrees, as follows:
(a) irrevocably to vote (or cause to be voted) ), and provide evidence thereof, including if voting by proxy, to Baytex within five days prior to the Meeting all of the Securityholder's Shares Raging River Securities in favour of all resolutions approving the EKI Arrangement Resolution and the EKI Shareholder MattersArrangement, as contemplated by the Arrangement Agreement, and any actions required in furtherance of the actions and matters contemplated in the Arrangement Agreement thereby at the Gold Ridge Meeting and not withdraw any proxies or change the EKI Meetingvote thereof;
(b) to comply with, and take commercial reasonable efforts to cause EKI to comply with, the obligations of EKI as set forth in Section 11.2 of the Arrangement Agreement;
(c) to vote (or to cause to be voted) all of the Securityholder's Shares Raging River Securities at any meeting of shareholders securityholders of Gold Ridge or EKI called to propose a Raging River against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the approval Arrangement or any of the EKI other transactions contemplated by the Arrangement Resolution or the EKI Shareholder Matters, against such resolution or transactionAgreement;
(dc) except to the extent permitted hereunder, not take any action of any kind which would cause any of its representations or warranties in this Support Agreement letter agreement to become untrue or which may in any way materially adversely affect the approval success of the EKI Arrangement, the completion of the Arrangement Resolution or the EKI Shareholder Matterspurchase of any Raging River Shares (including the Raging River Shares issuable upon the exercise, surrender or settlement, as applicable, of any Raging River Rights held by the Securityholder) under the Arrangement;
(ed) promptly notify Gold Ridge and EKI Baytex upon any of the Securityholder's representations or warranties in this Support Agreement letter agreement becoming untrue or incorrectincorrect in any material respect during the period commencing on the date hereof and expiring at the earlier of the Effective Time and the termination of this letter agreement in accordance with Section 5, and for the purpose of this provision, each representation and warranty shall be deemed to be given at and as of all times during such period (irrespective of any language which suggests that it is only being given as at the date hereof);
(fe) not to grant or agree to grant any proxy or other right to vote any of the Securityholder's Shares Raging River Securities (other than as permitted under Section subsections 1(a) and 1(c1(b) hereof and to grant or agree to grant a proxy to vote at any regularly held annual meeting of Gold Ridge or EKI Raging River with respect to matters that do not adversely affect the EKI Arrangement Resolution or Arrangement, including the EKI Shareholder Mattersannual and special meeting of Raging River Shareholders scheduled to be held on June 27, 2018), or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders securityholders or give consents or approval of any kind as to any of the Securityholder's SharesRaging River Securities (other than in connection with the performance by the Securityholder of its obligations hereunder);
(f) not to sell, transfer, assign, convey or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment, conveyance or other disposition of, any of the Securityholder's Raging River Securities to any person other than to: (i) Baytex or a subsidiary (as such term is defined in the Securities Act (Alberta) thereof; or (ii) an affiliate or associate (as those terms are defined in the Securities Act (Alberta)) of such Securityholder provided that such affiliate or associate first agrees with Baytex to be bound by the terms hereof;
(g) not to sell, convey, assign, transfer, encumber, pledge, grant a security interest in, option exercise any Dissent Rights or otherwise convey or dispose appraisal rights in respect of any of resolution approving the Securityholder's Shares (or Arrangement and not to exercise any securities to acquire Gold Ridge Shares or EKI Shares) or any right or interest therein (direct or indirect), or enter into any agreement, contract, or other arrangement in respect thereto;
(h) to refrain from taking, or causing to be taken, any actions or exercising any shareholder securityholder rights or remedies available at common law or pursuant to the ABCA, Business Corporations Act (Alberta) or applicable securities laws that that might reasonably be expected legislation to delay, hinder, upset or challenge the approval Arrangement;
(h) except to the extent permitted hereunder, not to take any action, directly or indirectly, which may reasonably be expected to adversely affect, delay, hinder, upset or challenge the successful completion of the EKI Arrangement Resolution Arrangement, the purchase of any Raging River Shares (including the Raging River Shares issuable upon the exercise or surrender of the EKI Shareholder Mattersany Raging River Rights and any and all other Raging River Shares hereafter acquired or controlled by the Securityholder in his or her personal capacity either directly or indirectly before the date of the Meeting) under the Arrangement;
(i) to enter into the Option Exercise and Termination Agreement in respect of all Raging River Options held by the Securityholder, at least three (3) business days prior to the application for the Interim Order; and
(ij) to execute and deliver, or cause to be executed and delivered, such additional or further consents, documents or other instruments as EKI Baytex may reasonably request for the purpose of effectively carrying out the matters contemplated by this Support Agreement. It is acknowledged that the covenants set forth above relate to the Securityholder acting solely in the capacity of a holder of the Securityholder's Shares and not as a director or officer of EKI and shall not affect or restrict any legal or equitable obligation imposed on such Securityholder acting in the capacity of a director or officer of EKI. The Securityholder acknowledges that pursuant to this Support Agreement, the Securityholder may be required to act as a holder of the Securityholder's Shares in a manner different from the manner in which the Securityholder is obligated to act in the capacity of a director and/or officer of EKIletter agreement.
Appears in 1 contract
Covenants of the Securityholder. For good and valuable consideration, the receipt of which is hereby acknowledged, and subject to the terms and conditions hereof, from the date hereof until this Support Agreement is terminated, the Securityholder covenants and agrees:
(a) to vote (or cause to be voted) all of the Securityholder's Shares in favour of the EKI Gold Ridge Arrangement Resolution and the EKI Gold Ridge Shareholder Matters, as contemplated by the Arrangement Agreement, and any actions required in furtherance of the actions and matters contemplated in the Arrangement Agreement at the Gold Ridge Meeting and the EKI Meeting;
(b) to comply with, and take commercial commercially reasonable efforts to cause EKI Gold Ridge to comply with, the obligations of EKI Gold Ridge as set forth in Section 11.2 12.1(c) of the Arrangement Agreement;
(c) to vote (or to cause to be voted) all of the Securityholder's ’s Shares at any meeting of shareholders of Gold Ridge or EKI called to propose a resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the approval of the EKI Gold Ridge Arrangement Resolution or the EKI Shareholder Matters, against such resolution or transaction;
(d) not take any action of any kind which would cause any of its representations or warranties in this Support Agreement to become untrue or which may in any way adversely affect the approval of the EKI Gold Ridge Arrangement Resolution or the EKI Gold Ridge Shareholder Matters;
(e) promptly notify Gold Ridge and EKI upon any of the Securityholder's representations or warranties in this Support Agreement becoming untrue or incorrect, and for the purpose of this provision, each representation and warranty shall be deemed to be given at and as of all times during such period (irrespective of any language which suggests that it is only being given as at the date hereof);
(f) not to grant or agree to grant any proxy or other right to vote any of the Securityholder's Shares (other than as permitted under Section 1(a) and 1(c) hereof and to grant or agree to grant a proxy to vote at any regularly held annual meeting of Gold Ridge or EKI with respect to matters that do not adversely affect the EKI Gold Ridge Arrangement Resolution or the EKI Gold Ridge Shareholder Matters), or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approval of any kind as to any of the Securityholder's Shares;
(g) not to sell, convey, assign, transfer, encumber, pledge, grant a security interest in, option or otherwise convey or dispose of any of the Securityholder's Shares (or any securities to acquire Gold Ridge Shares or EKI Shares) or any right or interest therein (direct or indirect), or enter into any agreement, contract, or other arrangement in respect thereto;
(h) to refrain from taking, or causing to be taken, any actions or exercising any shareholder rights or remedies available at common law or pursuant to the ABCA, or applicable securities laws that that might reasonably be expected to delay, hinder, upset or challenge the approval of the EKI Gold Ridge Arrangement Resolution or the EKI Gold Ridge Shareholder Matters; and
(i) to execute and deliver, or cause to be executed and delivered, such additional or further consents, documents or other instruments as EKI Gold Ridge may request for the purpose of effectively carrying out the matters contemplated by this Support Agreement. It is acknowledged that the covenants set forth above relate to the Securityholder acting solely in the capacity of a holder of the Securityholder's Shares and not as a director or officer of EKI Gold Ridge and shall not affect or restrict any legal or equitable obligation imposed on such Securityholder acting in the capacity of a director or officer of EKIGold Ridge. The Securityholder acknowledges that pursuant to this Support Agreement, the Securityholder may be required to act as a holder of the Securityholder's Shares in a manner different from the manner in which the Securityholder is obligated to act in the capacity of a director and/or officer of EKIGold Ridge.
Appears in 1 contract
Samples: Arrangement Agreement
Covenants of the Securityholder. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, from the date hereof until the termination of this Support Agreement is terminatedletter agreement in accordance with Section 5, the Securityholder hereby covenants and agrees, as follows:
(a) Irrevocably to vote (or cause to be voted, and provide evidence thereof, including if voting by proxy, to Bellatrix within five days prior to the Meeting) all of the Securityholder's Shares Angle Securities in favour of all resolutions approving the EKI Arrangement Resolution and the EKI Shareholder MattersArrangement, as contemplated by the Arrangement Agreement, and any actions required in furtherance of the actions and matters contemplated in the Arrangement Agreement thereby at the Gold Ridge Meeting and not withdraw any proxies or change the EKI Meetingvote thereof;
(b) to comply with, and take commercial reasonable efforts to cause EKI to comply with, the obligations of EKI as set forth in Section 11.2 of the Arrangement Agreement;
(c) to vote (or to cause to be voted) all of the Securityholder's Shares Angle Securities at any meeting of shareholders securityholders of Gold Ridge or EKI called to propose a Angle against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the approval Arrangement or any of the EKI other transactions contemplated by the Arrangement Resolution or the EKI Shareholder Matters, against such resolution or transactionAgreement;
(dc) except to the extent permitted hereunder, not take any action of any kind which would cause any of its representations or warranties in this Support Agreement letter agreement to become untrue or which may in any way materially adversely affect the approval success of the EKI Arrangement, the purchase of any Angle Shares (including the Angle Shares issuable upon the exercise or surrender of the Angle Options and Angle RSUs held by the Securityholder) under the Arrangement, the purchase of the Angle Debentures under the Arrangement Resolution or the EKI Shareholder Matterscompletion of the Arrangement;
(ed) promptly notify Gold Ridge and EKI Bellatrix upon any of the Securityholder's representations or warranties in this Support Agreement letter agreement becoming untrue or incorrectincorrect in any material respect during the period commencing on the date hereof and expiring at the earlier of the Effective Time and the termination of this letter agreement, and for the purpose of this provision, each representation and warranty shall be deemed to be given at and as of all times during such period (irrespective of any language which suggests that it is only being given as at the date hereof);
(fe) not to grant or agree to grant any proxy or other right to vote any of the Securityholder's Shares Angle Securities (other than as permitted under Section subsections 1(a) and 1(c1(b) hereof and to grant or agree to grant a proxy to vote at any regularly held annual meeting of Gold Ridge or EKI Angle with respect to matters that do not adversely affect the EKI Arrangement Resolution or the EKI Shareholder MattersArrangement), or enter into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders Securityholders or give consents or approval of any kind as to any of the Securityholder's SharesAngle Securities (other than in connection with the performance by the Securityholder of its obligations hereunder);
(f) not to sell, transfer, assign, convey or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment, conveyance or other disposition of, any of the Securityholder's Angle Securities to any person other than to: (i) Bellatrix or a subsidiary thereof; or (ii) an affiliate or associate (as those terms are defined in the Securities Act (Alberta)) of such Securityholder provided that such affiliate or associate first agrees with Bellatrix to be bound by the terms hereof;
(g) not to sell, convey, assign, transfer, encumber, pledge, grant a security interest in, option exercise any Dissent Rights or otherwise convey or dispose appraisal rights in respect of any of resolution approving the Securityholder's Shares (or Arrangement and not to exercise any securities to acquire Gold Ridge Shares or EKI Shares) or any right or interest therein (direct or indirect), or enter into any agreement, contract, or other arrangement in respect thereto;
(h) to refrain from taking, or causing to be taken, any actions or exercising any shareholder securityholder rights or remedies available at common law or pursuant to the ABCA, Business Corporations Act (Alberta) or applicable securities laws that that might reasonably be expected legislation to delay, hinder, upset or challenge the approval Arrangement;
(h) except to the extent permitted hereunder, not to take any action, directly or indirectly, which may reasonably be expected to adversely affect, delay, hinder, upset or challenge the successful completion of the EKI Arrangement, the purchase of any Angle Shares (including the Angle Shares issuable upon the exercise or surrender of the Angle Options, Angle RSUs and any and all other Angle Shares hereafter acquired or controlled by the Securityholder in his or her personal capacity either directly or indirectly before the date of the Meeting) under the Arrangement Resolution or the EKI Shareholder Matterspurchase of any Angle Debentures under the Arrangement;
(i) to enter into the Option Exercise and Termination Agreement in respect of all Angle Options held by the Securityholder, at least one business day prior to the application for the Interim Order; and;
(j) if the Securityholder is a director or officer of Angle or any of its subsidiaries, it will, if requested by Angle, resign his or her position as a director and/or officer of Angle and any of its subsidiaries effective at such time as may be requested by Bellatrix (provided such time is not prior to the Effective Time) and provide a release in favour of Angle and Bellatrix in accordance with the Arrangement Agreement and will use its reasonable efforts to enable Bellatrix to elect or appoint all of the directors of Angle and its subsidiaries in order to effect an orderly transition of management and control of Bellatrix at the time and in the manner requested by Bellatrix provided that the Arrangement is effected; and
(ik) to execute and deliver, or cause to be executed and delivered, such additional or further consents, documents or other instruments as EKI Bellatrix may reasonably request for the purpose of effectively carrying out the matters contemplated by this Support Agreement. It is acknowledged that the covenants set forth above relate to the Securityholder acting solely in the capacity of a holder of the Securityholder's Shares and not as a director or officer of EKI and shall not affect or restrict any legal or equitable obligation imposed on such Securityholder acting in the capacity of a director or officer of EKI. The Securityholder acknowledges that pursuant to this Support Agreement, the Securityholder may be required to act as a holder of the Securityholder's Shares in a manner different from the manner in which the Securityholder is obligated to act in the capacity of a director and/or officer of EKIletter agreement.
Appears in 1 contract