Common use of Covenants of Xxxxxxx Clause in Contracts

Covenants of Xxxxxxx. From the date hereof until the Effective Date or termination of this Agreement and except as otherwise expressly permitted or specifically contemplated by this Agreement (including the Plan of Arrangement) or required by Applicable Laws Xxxxxxx covenants and agrees that it will perform all obligations required or desirable to be performed by it under this Agreement and shall do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, it will: (a) take all reasonable actions necessary to give effect to the transactions contemplated by this Agreement and the Arrangement and not take any action that would render, or may reasonably be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect at any time prior to the Effective Time or termination of this Agreement, whichever first occurs; (b) use all reasonable commercial efforts to obtain all necessary consents, assignments, waivers and amendments to or terminations of any instruments, including the consent of its bank lenders and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (c) use all reasonable commercial efforts to cause each of the conditions precedent set forth in Article 4 which are within its control to be satisfied on or before the Effective Date; (d) make all necessary filings and applications under Applicable Laws, including Applicable Canadian Securities Laws and U.S. Securities Laws, required to be made on its part in connection with the transactions contemplated herein and take all reasonable action necessary to be in compliance with such Applicable Laws, except in each case to the extent the failure to do so would not reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or the Arrangement; (e) subject to the approval of the Arrangement Resolution by the Noteholders, as required by the Interim Order, submit the Arrangement to the Court and apply, in conjunction with each of the other Parties, for the Final Order; (f) forthwith carry out the terms of the Final Order to the extent applicable to it; (g) until the Effective Date, allow each of the other Parties and their representatives and agents full access during normal business hours, and upon reasonable notice after normal business hours, to all of its, and its subsidiaries’, assets, properties, book, records, agreements and commitments and provide all such information concerning it and its subsidiaries as the other Parties may reasonably request; (h) until the Effective Date, conduct its operations and those of its subsidiaries in the ordinary and normal course of business and in accordance with Applicable Laws except as contemplated herein; (i) defend all lawsuits or other legal, regulatory or other proceedings challenging or affecting this Agreement or the consummation of the transactions contemplated hereby (including the Arrangement); (j) use all reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to it or any of its subsidiaries which may adversely affect the ability of the Parties to consummate the transactions contemplated hereby (including the Arrangement); (k) until the Effective Date, in all material respects, conduct itself so as to keep the other Parties fully informed as to its business and affairs and that of its subsidiaries; (l) until the Effective Date, not incur, or allow any of its subsidiaries to incur, any additional material indebtedness or create any encumbrance on any of its properties or assets or those of any of its subsidiaries, except in the ordinary course of business and not merge into or with, or consolidate with, any other person except a subsidiary or, except in the ordinary course of business, perform any act or enter into any transaction or negotiation which might interfere or be inconsistent with the consummation of the transactions contemplated by this Agreement; (m) on or before the Effective Date, effect all necessary registrations, filings and submissions of information required by governmental authorities from it relating to the transactions contemplated hereby (including the Arrangement); (n) until the Effective Date, except as specifically provided for hereunder and in the Arrangement, not alter or amend its constating or governing documents, articles or by-laws or those of its subsidiaries as the same exist at the date of this Agreement; (o) make an application to the TSX for conditional approval of the listing on the TSX of the Common Shares that may be issued to holders of Mandatory Convertible Notes; (p) until the Effective Date, not issue any securities or enter into any agreements to issue or grant options, warrants or rights to purchase any of its securities except for the issue of options, and the issue of Common Shares on the exercise thereof, pursuant to Xxxxxxx’x stock option plan; (q) until the Effective Date, not declare or pay any dividends, except in the ordinary course and consistent with past practice, or make any distribution of its properties or assets or those of its subsidiaries to any of its security holders or to others or retire or redeem any securities without the prior written consent of the other Parties, not to be unreasonably withheld; and (r) on the Effective Date, take the steps prescribed for it under the Plan of Arrangement.

Covenants of Xxxxxxx. From Until the date hereof until execution of the Effective Date Acquisition Agreement (which will include comparable provisions) or the termination of this Agreement and except as otherwise expressly permitted letter agreement, Xxxxxxx agrees that: (a) it shall use reasonable best efforts to preserve intact its business organizations; (b) it shall not, directly or specifically contemplated by this Agreement (including indirectly, do or permit to occur any of the Plan following without the prior consent of Arrangement) or required by Applicable Laws Xxxxxxx covenants and agrees that it will perform all obligations required or desirable Fission, such consent not to be performed by it under this Agreement and shall do all such unreasonably withheld or delayed: (i) amend its articles or by-laws or the terms of the Xxxxxxx Shares in a manner that could have a material adverse effect on the market price or value of the Xxxxxxx Shares to be issued in connection with the Transaction; (ii) split, consolidate or reclassify any of its shares or undertake any other acts and things as may capital reorganization; (iii) reduce capital in respect of the Xxxxxxx Xxxxxx; or (iv) take any action that could reasonably be necessary expected to interfere with or desirable in order to consummate and make effective, as soon as reasonably practicable, be inconsistent with the completion of the Transactions or the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, it will: (a) take all reasonable actions necessary to give effect to the transactions contemplated by this Agreement and the Arrangement and not take any action that would render, or may reasonably be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect at any time prior to the Effective Time or termination of this Agreement, whichever first occurs; (b) use all reasonable commercial efforts to obtain all necessary consents, assignments, waivers and amendments to or terminations of any instruments, including the consent of its bank lenders and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated herebyletter agreement; (c) use it shall comply in all reasonable commercial efforts to cause each of the conditions precedent set forth in Article 4 which are within its control to be satisfied on or before the Effective Date;material respects with all applicable Laws, including securities Laws and tax Laws; and (d) it shall make or cooperate as necessary in the making of all necessary filings and applications under Applicable Laws, including Applicable Canadian Securities all applicable Laws and U.S. Securities Laws, required to be made on its part in connection with the transactions contemplated herein and take all reasonable action necessary to be in compliance with such Applicable Laws, except in each case to the extent the failure to do so would not reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or the Arrangement;letter agreement; and (e) subject if Xxxxxxx is required pursuant to applicable securities Laws or the requirements of any stock exchange on which its securities are listed or quoted to obtain shareholder approval of the Arrangement Resolution by the Noteholders, as required by the Interim Order, submit the Arrangement to the Court and apply, in conjunction with each of the other Parties, for the Final Order; (f) forthwith carry out the terms of the Final Order to the extent applicable to it; (g) until the Effective Date, allow each of the other Parties and their representatives and agents full access during normal business hours, and upon reasonable notice after normal business hours, to all of its, and its subsidiaries’, assets, properties, book, records, agreements and commitments and provide all such information concerning it and its subsidiaries as the other Parties may reasonably request; (h) until the Effective Date, conduct its operations and those of its subsidiaries in the ordinary and normal course of business and in accordance with Applicable Laws except as contemplated herein;Transaction: (i) defend all lawsuits or other legal, regulatory or other proceedings challenging or affecting this Agreement or Xxxxxxx will obtain an opinion from its financial advisor that the consummation Transaction is fair from a financial point of view to the transactions contemplated hereby shareholders of Xxxxxxx (including the Arrangement“Xxxxxxx Shareholders”); (jii) use all reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to it or any of the Xxxxxxx Board, after consultation with its subsidiaries which may adversely affect financial and legal advisors, will determine that the ability of the Parties to consummate the transactions contemplated hereby (including the Arrangement); (k) until the Effective Date, in all material respects, conduct itself so as to keep the other Parties fully informed as to its business and affairs and that of its subsidiaries; (l) until the Effective Date, not incur, or allow any of its subsidiaries to incur, any additional material indebtedness or create any encumbrance on any of its properties or assets or those of any of its subsidiaries, except Transaction is in the ordinary course best interests of business and not merge into or with, or consolidate with, any other person except a subsidiary or, except in the ordinary course of business, perform any act or enter into any transaction or negotiation which might interfere or be inconsistent with the consummation of the transactions contemplated by this Agreement; (m) on or before the Effective Date, effect all necessary registrations, filings and submissions of information required by governmental authorities from it relating to the transactions contemplated hereby (including the Arrangement); (n) until the Effective Date, except as specifically provided for hereunder and in the Arrangement, not alter or amend its constating or governing documents, articles or by-laws or those of its subsidiaries as the same exist at the date of this Agreement; (o) make an application to the TSX for conditional approval of the listing on the TSX of the Common Shares that may be issued to holders of Mandatory Convertible Notes; (p) until the Effective Date, not issue any securities or enter into any agreements to issue or grant options, warrants or rights to purchase any of its securities except for the issue of options, Xxxxxxx and the issue of Common Shares on the exercise thereof, pursuant to Xxxxxxx’x stock option plan; (q) until the Effective Date, not declare or pay any dividends, except in the ordinary course and consistent with past practice, or make any distribution of its properties or assets or those of its subsidiaries to any of its security holders or to others or retire or redeem any securities without the prior written consent of the other Parties, not to be unreasonably withheldXxxxxxx Shareholders; and (riii) on the Effective DateXxxxxxx Board will, take accordingly, approve making a recommendation to Xxxxxxx Shareholders that they vote in favour of the steps prescribed for it under the Plan of ArrangementTransaction.

Covenants of Xxxxxxx. From Xxxxxxx covenants and agrees with Spectra that during the period commencing on the date hereof and continuing until the earlier of the Effective Date or and the termination of this Agreement and except pursuant to Article 7, as otherwise expressly permitted or specifically contemplated by this Agreement (including the Plan of Arrangement) or required by Applicable Laws Xxxxxxx covenants and agrees that case may be, it will perform all obligations required or desirable (subject to be performed by it under this Agreement and shall do all such other acts and things as may be necessary or desirable Spectra consenting in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, it will:writing otherwise): (a) take all reasonable actions necessary to give effect to the transactions not, and will not permit any of its Subsidiaries to, except as expressly contemplated by in this Agreement and the Arrangement and not Agreement, take any action that would render, or may reasonably be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect at any time prior to the Effective Time or termination of this Agreement, whichever first occurs; (b) use all reasonable commercial efforts to obtain all necessary consents, assignments, waivers and amendments to or terminations of any instruments, including the consent of its bank lenders and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (c) use all reasonable commercial efforts to cause each of the conditions precedent set forth in Article 4 which are within its control to be satisfied on or before the Effective Date; (d) make all necessary filings and applications under Applicable Laws, including Applicable Canadian Securities Laws and U.S. Securities Laws, required to be made on its part in connection with the transactions contemplated herein and take all reasonable action necessary to be in compliance with such Applicable Laws, except in each case to the extent the failure to do so would not reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or the Arrangement; (e) subject to the approval of the Arrangement Resolution by the Noteholders, as required by the Interim Order, submit the Arrangement to the Court and apply, in conjunction with each of the other Parties, for the Final Order; (f) forthwith carry out the terms of the Final Order to the extent applicable to it; (g) until the Effective Date, allow each of the other Parties and their representatives and agents full access during normal business hours, and upon reasonable notice after normal business hours, to all of its, and its subsidiaries’, assets, properties, book, records, agreements and commitments and provide all such information concerning it and its subsidiaries as the other Parties may reasonably request; (h) until the Effective Date, conduct its operations and those of its subsidiaries in the ordinary and normal course of business and in accordance with Applicable Laws except as contemplated herein; (i) defend all lawsuits or other legal, regulatory or other proceedings challenging or affecting this Agreement or the consummation of the transactions contemplated hereby (including the Arrangement); (j) use all reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to it or any of its subsidiaries which may adversely affect the ability of the Parties to consummate the transactions contemplated hereby (including the Arrangement); (k) until the Effective Date, in all material respects, conduct itself so as to keep the other Parties fully informed as to its business and affairs and that of its subsidiaries; (l) until the Effective Date, not incur, or allow any of its subsidiaries to incur, any additional material indebtedness or create any encumbrance on any of its properties or assets or those of any of its subsidiaries, except in the ordinary course of business and not merge into or with, or consolidate with, any other person except a subsidiary or, except in the ordinary course of business, perform any act or enter into any transaction or negotiation which might would interfere or be inconsistent with the consummation of the transactions contemplated by this Agreement; (mb) use reasonable commercial efforts to obtain all consents, approvals and waivers which it is required to obtain and provide all notices that are necessary for it to provide in connection with the Transactions and the transactions contemplated hereby as may be appropriate to fulfil its obligations hereunder and to carry out the transactions contemplated by this Agreement; (c) use reasonable commercial efforts to cause each of the conditions precedent to its obligations as set forth in Article 5 hereof to be complied with on or before the Effective DateDate and take such measures as may be necessary or desirable to fulfil its obligations hereunder and implement the Transactions; (d) use reasonable commercial efforts to defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (e) use reasonable commercial efforts to effect all necessary registrations, filings and submissions of information required by governmental authorities Governmental Entities from it relating Xxxxxxx or its Subsidiaries; (f) use its reasonable commercial efforts to comply promptly with all requirements which Applicable Laws may impose on Xxxxxxx or its Subsidiaries with respect to the transactions contemplated hereby (including and by the Arrangement); (n) until the Effective Date, except as specifically provided for hereunder and in the Arrangement, not alter or amend its constating or governing documents, articles or by-laws or those of its subsidiaries as the same exist at the date of this Agreement; (o) make an application to the TSX for conditional approval of the listing on the TSX of the Common Shares that may be issued to holders of Mandatory Convertible Notes; (p) until the Effective Date, not issue any securities or enter into any agreements to issue or grant options, warrants or rights to purchase any of its securities except for the issue of options, and the issue of Common Shares on the exercise thereof, pursuant to Xxxxxxx’x stock option plan; (q) until the Effective Date, not declare or pay any dividends, except in the ordinary course and consistent with past practice, or make any distribution of its properties or assets or those of its subsidiaries to any of its security holders or to others or retire or redeem any securities without the prior written consent of the other Parties, not to be unreasonably withheld; and (rg) on use its reasonable commercial efforts to assist Spectra in informing its clients of this Agreement and the Effective Date, take the steps prescribed for it under the Plan of Arrangementtransactions contemplated hereby.

Covenants of Xxxxxxx. From Conduct of Business and Performance of Obligations (a) Xxxxxxx shall perform, and shall cause the date hereof until the Effective Date or termination of this Agreement and except as otherwise expressly permitted or specifically contemplated by this Agreement (including the Plan of Arrangement) or required by Applicable Laws Xxxxxxx covenants and agrees that it will perform Material Subsidiaries to perform, all obligations required or desirable to be performed by it Xxxxxxx or any of the Xxxxxxx Material Subsidiaries under this Agreement and shall do all such other acts and things as may be necessary or desirable desirable, in the opinion of Xxxxxxx, in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting limitation, Xxxxxxx shall and where appropriate shall cause the generality of the foregoing, it willXxxxxxx Material Subsidiaries to: (ai) take apply for and use its commercially reasonable efforts to obtain all reasonable actions necessary Key Regulatory Approvals relating to give effect Xxxxxxx or any of the Xxxxxxx Material Subsidiaries which are typically applied for by an offeror and, in doing so, keep Target reasonably informed as to the transactions contemplated by status of the proceedings related to obtaining the Key Regulatory Approvals; (ii) subject to the terms and conditions of this Agreement and of the Plan of Arrangement and applicable Laws, pay the aggregate Consideration to be paid pursuant to the Arrangement and at the time provided in the Plan of Arrangement; (iii) not take any action that would renderis intended to, or may would reasonably be expected to renderto, any representation individually or warranty made by it in this Agreement untrue in any material respect at any time prior to the Effective Time or termination of this Agreement, whichever first occurs; (b) use all reasonable commercial efforts to obtain all necessary consents, assignments, waivers and amendments to or terminations of any instruments, including the consent of its bank lenders and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (c) use all reasonable commercial efforts to cause each of the conditions precedent set forth in Article 4 which are within its control to be satisfied on or before the Effective Date; (d) make all necessary filings and applications under Applicable Laws, including Applicable Canadian Securities Laws and U.S. Securities Laws, required to be made on its part in connection with the transactions contemplated herein and take all reasonable action necessary to be in compliance with such Applicable Laws, except in each case to the extent the failure to do so would not reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or the Arrangement; (e) subject to the approval of the Arrangement Resolution by the Noteholders, as required by the Interim Order, submit the Arrangement to the Court and apply, in conjunction with each of the other Parties, for the Final Order; (f) forthwith carry out the terms of the Final Order to the extent applicable to it; (g) until the Effective Date, allow each of the other Parties and their representatives and agents full access during normal business hours, and upon reasonable notice after normal business hours, to all of its, and its subsidiaries’, assets, properties, book, records, agreements and commitments and provide all such information concerning it and its subsidiaries as the other Parties may reasonably request; (h) until the Effective Date, conduct its operations and those of its subsidiaries in the ordinary and normal course of business and in accordance with Applicable Laws except as contemplated herein; (i) defend all lawsuits aggregate, prevent, materially delay or other legal, regulatory or other proceedings challenging or affecting this Agreement or the consummation of the transactions contemplated hereby (including the Arrangement); (j) use all reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to it or any of its subsidiaries which may adversely affect materially impede the ability of the Parties Xxxxxxx to consummate the transactions contemplated hereby (including the Arrangement); (k) until the Effective Date, in all material respects, conduct itself so as to keep Arrangement or the other Parties fully informed as to its business and affairs and that of its subsidiaries; (l) until the Effective Date, not incur, or allow any of its subsidiaries to incur, any additional material indebtedness or create any encumbrance on any of its properties or assets or those of any of its subsidiaries, except in the ordinary course of business and not merge into or with, or consolidate with, any other person except a subsidiary or, except in the ordinary course of business, perform any act or enter into any transaction or negotiation which might interfere or be inconsistent with the consummation of the transactions contemplated by this Agreement; (miv) on or before the Effective Date, effect all necessary registrations, filings and submissions of information required by governmental authorities from it relating use commercially reasonable efforts to the transactions contemplated hereby (including the Arrangement)preserve intact its material business organizations; (nv) until not, directly or indirectly, do or permit to occur any of the Effective Datefollowing without the prior consent of Target, except as specifically provided for hereunder and in the Arrangement, such consent not alter to be unreasonably withheld or delayed: (A) amend its constating or governing documents, articles or by-laws or those the terms of its subsidiaries as the same exist at Xxxxxxx Shares in a manner that could have a material adverse effect on the date market price or value of this Agreementthe Xxxxxxx Shares to be issued in connection with the Arrangement; (oB) make an application to the TSX for conditional approval split, consolidate or reclassify any of the listing on the TSX of the Common Shares that may be issued to holders of Mandatory Convertible Notesits shares or undertake any other capital reorganization; (pC) until reduce capital in respect of the Effective Date, not issue any securities or enter into any agreements to issue or grant options, warrants or rights to purchase any of its securities except for the issue of options, and the issue of Common Shares on the exercise thereof, pursuant to Xxxxxxx’x stock option plan;Xxxxxxx Shares; or (qD) until take any action that could reasonably be expected to interfere with or be inconsistent with the Effective Date, not declare or pay any dividends, except in the ordinary course and consistent with past practice, or make any distribution of its properties or assets or those of its subsidiaries to any of its security holders or to others or retire or redeem any securities without the prior written consent completion of the other Parties, not to be unreasonably withheldArrangement; and (rvi) on comply in all material respects with all applicable Laws. (b) Notwithstanding Section 5.8(a), Xxxxxxx may, in its discretion, undertake any transaction involving the Effective Date, take the steps prescribed for it under the Plan disposition of Arrangementany or all of its properties and interests in Mongolia and/or Africa.