Covenants Relating to the Arrangement. (1) Subject to Section 4.4, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: (a) it shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the Arrangement, including using commercially reasonable efforts to promptly (i) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and (iv) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunder; and (b) it shall not deliberately take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially delay or materially impede the consummation of the Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvals. (2) Engine Gaming shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain the Exchange Approvals and it shall, at or prior to the Effective Time, allot and reserve for issuance a sufficient number of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangement. GameSquare shall use commercially reasonable efforts to cooperate with Engine Gaming in respect of the foregoing, including by providing information reasonably requested by Engine Gaming in connection therewith in a timely manner.
Appears in 3 contracts
Samples: Arrangement Agreement (Engine Gaming & Media, Inc.), Arrangement Agreement (GameSquare Esports Inc), Arrangement Agreement
Covenants Relating to the Arrangement. (1) Subject to Section 4.4, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(a) it shall, Each of the Company and the Buyer shall cause use its Subsidiaries to, use commercially reasonable best efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, do or cause to be done, done all other things necessary, proper required or advisable under all applicable Laws to complete consummate and make effective, as soon as reasonably practicable, the Arrangementtransactions contemplated by this Agreement, including using commercially reasonable efforts to promptly including:
(i) obtain using reasonable best efforts to satisfy, or cause the satisfaction of, all necessary waivers, consents conditions precedent in this Agreement and approvals required from, take all steps set forth in the Interim Order and provide Final Order applicable to it and comply promptly with all required notices to, persons party requirements imposed by applicable Law with respect to loan agreements, leases, licenses and other Contracts this Agreement or Permits; the Arrangement;
(ii) obtain using reasonable best efforts to obtain, as soon as practicable following the execution of this Agreement, and maintain all third-party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are: (A) necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Material Contracts in connection with the Arrangement or this Agreement; or (B) required in order to maintain the Material Contracts in full force and effect following the completion of the Arrangement, and in each case, on terms that are reasonably satisfactory to the Buyer;
(iii) using reasonable best efforts to oppose, lift or rescind any injunction or injunction, restraining order or other order order, decree, judgment or action ruling seeking to stoprestrain, enjoin or otherwise prohibit or delay or otherwise adversely affecting, affect the ability consummation of the Parties Arrangement and defend, or cause to consummate be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement; and (iv) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunderArrangement or this Agreement; and
(biv) it shall not deliberately take taking any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or materially otherwise impede the consummation of the Arrangement, Arrangement or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvalstransactions contemplated by this Agreement.
(2b) Engine Gaming The Company shall use commercially reasonable efforts topromptly notify the Buyer in writing of:
(i) any Company Material Adverse Effect;
(ii) any notice or other written communication from any Person: (A) alleging that the consent (or waiver, prior permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement or this Agreement; or (B) to the completion effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of the ArrangementArrangement or this Agreement; or
(iii) any material filings, obtain actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Exchange Approvals and it shall, at Company or prior any of its Subsidiaries that relate to the Effective TimeArrangement or this Agreement.
(c) The Buyer shall promptly notify the Company in writing of:
(i) any Buyer Material Adverse Effect;
(ii) any notice or other written communication from any Person alleging that the consent (or waiver, allot and reserve for issuance a sufficient number permit, exemption, order, approval, agreement, amendment or confirmation) of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangement. GameSquare shall use commercially reasonable efforts to cooperate with Engine Gaming in respect of the foregoing, including by providing information reasonably requested by Engine Gaming such Person (or another Person) is or may be required in connection therewith in a timely mannerwith the Arrangement or this Agreement; or
(iii) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Buyer or any of its Subsidiaries that relate to the Arrangement or this Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement
Covenants Relating to the Arrangement. (1) Subject to Section 4.4Law, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement hereof until the earlier of the Effective Time or the termination of this Agreement, each of the Company and the time that this Agreement is terminated in accordance with Purchaser shall use its terms:
(a) it shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, do or cause to be done, done all other things necessary, proper required or advisable under Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement, including:
(a) to satisfy, or cause the satisfaction of, all Laws conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to complete it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;
(b) to obtain, including using commercially reasonable efforts to promptly as soon as practicable following execution of this Agreement, and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Material Contracts in connection with the Arrangement or this Agreement, or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser;
(c) using commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it and its Subsidiaries relating to this Agreement or the Arrangement;
(d) using commercially reasonable efforts to oppose, lift or rescind any injunction or restraining order or other order or action Award seeking to stoprestrain, enjoin or otherwise prohibit or delay or otherwise adversely affecting, affect the ability consummation of the Parties Arrangement and defend, or cause to consummate be defended, any Governmental Actions and Proceeding to which it is a party or brought against it or its directors or officers challenging the Arrangement; and (iv) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunderArrangement or this Agreement; and
(be) it shall not deliberately take taking any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or materially otherwise impede the consummation of the Arrangement, Arrangement or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvalstransactions contemplated by this Agreement.
(2) Engine Gaming The Company shall use commercially reasonable efforts topromptly notify the Purchaser in writing of:
(a) any Company Material Adverse Effect;
(b) any notice or other written communication from any Person (A) alleging that the consent (or waiver, prior to the completion permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement, obtain the Exchange Approvals and it shall, at or prior (B) to the Effective Time, allot and reserve for issuance effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a sufficient number of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangement. GameSquare shall use commercially reasonable efforts to cooperate with Engine Gaming in respect result of the foregoingArrangement or this Agreement; or
(c) any material filings, including by providing information reasonably requested by Engine Gaming actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any of its Subsidiaries that relate to this Agreement or the Arrangement.
(3) The Purchaser shall promptly notify the Company in writing of:
(a) any Purchaser Material Adverse Effect;
(b) any notice or other written communication from any Person: (i) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection therewith in with this Agreement or the Arrangement; or (ii) terminating or otherwise materially adversely modifying its relationship with the Purchaser or any Purchaser Subsidiary as a timely mannerresult of the Arrangement or this Agreement; or
(c) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Purchaser or any of its Subsidiaries that relate to this Agreement or the Arrangement.
Appears in 2 contracts
Samples: Arrangement Agreement (SNDL Inc.), Arrangement Agreement (Valens Company, Inc.)
Covenants Relating to the Arrangement. (1) Subject to Section 4.4, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(a) it shall, Each of the Company and the Buyer shall cause use its Subsidiaries to, use commercially reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, do or cause to be done, done all other things necessary, proper required or advisable under all Laws applicable Law to complete consummate and make effective, as soon as reasonably practicable, the Arrangementtransactions contemplated by this Agreement, including using commercially reasonable efforts to promptly including:
(i) obtain using reasonable commercial efforts to satisfy, or cause the satisfaction of, all necessary waivers, consents conditions precedent in this Agreement and approvals required from, take all steps set forth in the Interim Order and provide Final Order applicable to it and comply promptly with all required notices to, persons party requirements imposed by applicable Law with respect to loan agreements, leases, licenses and other Contracts this Agreement or Permits; the Arrangement;
(ii) obtain using reasonable commercial efforts to obtain, as soon as practicable following the execution of this Agreement, and maintain all third-party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are: (A) necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Material Contracts in connection with the Arrangement or this Agreement; or (B) required in order to maintain the Material Contracts in full force and effect following the completion of the Arrangement, in each case, on terms that are satisfactory to the Buyer, acting reasonably, and, other than as set forth in the Material Contracts, without paying, and without committing itself or the other Party to pay, any consideration or incur any additional liability or obligation without the prior written consent of the other Party, acting reasonably;
(iii) using reasonable commercial efforts to oppose, lift or rescind any injunction or injunction, restraining order or other order order, decree, judgment or action ruling seeking to stoprestrain, enjoin or otherwise prohibit or delay or otherwise adversely affecting, affect the ability consummation of the Parties Arrangement and defend, or cause to consummate be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement; and Arrangement or this Agreement;
(iv) cooperate with using reasonable commercial efforts to continue to maintain its status as a “reporting issuer” (or similar designated entity) not in default under Securities Laws in force in all provides of Canada where it is a reporting issuer as of the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunderdate hereof; and
(bv) it shall not deliberately take taking any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or materially otherwise impede the consummation of the Arrangement, Arrangement or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvalstransactions contemplated by this Agreement.
(2b) Engine Gaming The Company shall use commercially reasonable efforts topromptly notify the Buyer in writing of:
(i) any Company Material Adverse Effect;
(ii) any notice or other written communication from any Person: (A) alleging that the consent (or waiver, prior permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement or this Agreement; or (B) to the completion effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of the ArrangementArrangement or this Agreement; or
(iii) any material filings, obtain actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Exchange Approvals and it shall, at Company or prior any of its Subsidiaries that relate to the Effective TimeArrangement or this Agreement.
(c) The Buyer shall promptly notify the Company in writing of:
(i) any Buyer Material Adverse Effect;
(ii) any notice or other written communication from any Person alleging that the consent (or waiver, allot and reserve for issuance a sufficient number permit, exemption, order, approval, agreement, amendment or confirmation) of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangement. GameSquare shall use commercially reasonable efforts to cooperate with Engine Gaming in respect of the foregoing, including by providing information reasonably requested by Engine Gaming such Person (or another Person) is or may be required in connection therewith in a timely mannerwith the Arrangement or this Agreement; or
(iii) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Buyer or any of its Subsidiaries that relate to the Arrangement or this Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (High Tide Inc.), Arrangement Agreement
Covenants Relating to the Arrangement. (1) Subject to Section 4.4, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(a) it shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the Arrangement, including using commercially reasonable efforts to promptly (i) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and (iv) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunder; and
(b) it shall not deliberately take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially delay or materially impede the consummation of the Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvals.
(2) Engine Gaming Tilray shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain conditional approval of the Exchange Approvals listing and posting for trading on Nasdaq of the Consideration Shares, subject only to satisfaction of the customary listing conditions of Nasdaq and it shall, at or prior to the Effective Time, allot and reserve for issuance a sufficient number of Engine Gaming Tilray Shares to meet the obligations of Engine Gaming Tilray under the Plan of Arrangement. GameSquare Aphria shall use commercially reasonable efforts to cooperate with Engine Gaming Tilray in respect of the foregoing, including by providing information reasonably requested by Engine Gaming Tilray in connection therewith in a timely manner.
(3) Tilray shall take such commercially reasonable actions as are necessary to enact the Amended Tilray Omnibus Plan and the Revised Tilray Organizational Documents in the manner and as directed by Aphria.
Appears in 2 contracts
Samples: Arrangement Agreement (Tilray, Inc.), Arrangement Agreement (Aphria Inc.)
Covenants Relating to the Arrangement. (1) Subject to Section 4.45.4, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(a) it shall, and shall cause its Subsidiaries subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the Arrangement, including using commercially reasonable efforts to promptly promptly
(i) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and (iv) cooperate with the other Party in connection with the performance by it and its Subsidiaries subsidiaries of their obligations hereunder; and
(b) it shall not deliberately take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially delay or materially impede the consummation of the Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvals.
(2) Engine Gaming SSR shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain conditional approval of the Exchange Approvals listing and posting for trading on the TSX and the Nasdaq of the Consideration Shares, subject only to satisfaction of the customary listing conditions of the TSX and the Nasdaq, as applicable, and it shall, at or prior to the Effective Time, allot and reserve for issuance a sufficient number of Engine Gaming SSR Shares to meet the obligations of Engine Gaming SSR under the Plan of Arrangement. GameSquare Alacer shall use commercially reasonable efforts to cooperate with Engine Gaming SSR in respect of the foregoing, including by providing information reasonably requested by Engine Gaming SSR in connection therewith in a timely manner.
(3) SSR will apply for, as soon as reasonably practicable and in any event no later than 7 days after the delivery of the SSR Circular, and thereafter shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain, approval for the admission of SSR to the ASX official list on a Foreign Exempt Listing basis, and the approval of the Consideration CDIs for quotation, subject only to satisfaction of the customary listing conditions of the ASX and the Effective Time having occurred. Alacer shall use commercially reasonable efforts to cooperate with SSR in respect of the foregoing, including by providing information reasonably requested by SSR in connection therewith.
(4) If, subject to any constraints in the ASIC Relief or Requirements and despite the commercially reasonable efforts of SSR and Alacer, ASX does not grant listing approval (subject to customary listing conditions) by the date of the Court hearing date contemplated in Section 2.8, and subject to the parties promptly negotiating in good faith with a view to agreeing to an alternative approach for achieving SSR’s admission to the ASX official list, the parties may proceed to complete the Arrangement without the ASX listing, and appropriate arrangements will be made with CDN for the distribution of the Consideration Shares that it receives to the relevant Alacer beneficial holders.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement
Covenants Relating to the Arrangement. (1a) Subject to the terms and conditions of this Agreement and Section 4.4, 4.4 (which shall govern in relation to connection with obtaining Regulatory Approvals), each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(ai) it shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the Arrangement, including using commercially reasonable efforts to promptly promptly:
(iA) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits Authorizations as are required to be obtained by it under Law;
(B) upon reasonable consultation with the other Party, to oppose, lift or rescind any order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; provided that neither Party, nor any of their respective Subsidiaries, will consent to the entry of any judgment or settlement with respect to any such lawsuit or proceeding without the prior written approval of the other Party, not to be unreasonably withheld, conditioned or delayed;
(C) effect all Laws; necessary notifications, registrations, filings and submissions of information required by Governmental Entities relating to the Arrangement;
(iiiD) maintain or obtain all consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required under any Material Contracts in connection with the Arrangement on terms that are reasonably satisfactory to the Parties, acting reasonably, and without paying, and without committing itself or the other Party or any of its Subsidiaries to pay any consideration or incur any liability or obligation without the prior written consent of the other Party (except for any fees chargeable by any Governmental Entity and except for payments contracted for with a third party or a payment to a third party to cover such Person’s reasonable expenses associated therewith);
(E) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and and
(ivF) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunder;
(ii) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and
(biii) it shall not deliberately take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially delay or materially impede the consummation of the Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory ApprovalsApprovals and the consummation of the Arrangement.
(2b) Engine Gaming Agnico shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain conditional approval or authorization of the Exchange Approvals listing and it shallposting for trading on the TSX and the NYSE of the Consideration Shares, at or prior subject only to satisfaction of the Effective Timecustomary listing conditions of the TSX and the NYSE, allot and reserve for issuance a sufficient number of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangementas applicable. GameSquare Kxxxxxxx shall use commercially reasonable efforts to cooperate with Engine Gaming Agnico in respect of the foregoing, including by providing information reasonably requested by Engine Gaming Agnico in connection therewith in a timely manner.
(c) Subject to the terms and conditions of this Agreement and of the Plan of Arrangement and Law, Agnico shall pay the aggregate Consideration to be paid pursuant to the Arrangement at the time and in the manner provided herein.
Appears in 1 contract
Covenants Relating to the Arrangement. (1) Subject to Section 4.4, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(a) it shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the Arrangement, including using commercially reasonable efforts to promptly (i) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and (iv) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunder; and
(b) it shall not deliberately take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially delay or materially impede the consummation of the Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvals.
(2) Engine Gaming SKYE shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain the Stock Exchange Approvals Approval and it shall, at or prior to the Effective Time, allot and reserve for issuance a sufficient number of Engine Gaming SKYE Shares to meet the obligations of Engine Gaming SKYE under the Plan of Arrangement. GameSquare EHT shall use commercially reasonable efforts to cooperate with Engine Gaming SKYE in respect of the foregoing, including by providing information reasonably requested by Engine Gaming SKYE in connection therewith in a timely manner.
Appears in 1 contract
Covenants Relating to the Arrangement. (1a) Subject to the terms and conditions of this Agreement and Section 4.4, 4.4 (which shall govern in relation to connection with obtaining Regulatory Approvals), each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(ai) it shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the Arrangement, including using commercially reasonable efforts to promptly promptly:
(iA) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits Authorizations as are required to be obtained by it under Law;
(B) upon reasonable consultation with the other Party, to oppose, lift or rescind any order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; provided that neither Party, nor any of their respective Subsidiaries, will consent to the entry of any judgment or settlement with respect to any such lawsuit or proceeding without the prior written approval of the other Party, not to be unreasonably withheld, conditioned or delayed;
(C) effect all Laws; necessary notifications, registrations, filings and submissions of information required by Governmental Entities relating to the Arrangement;
(iiiD) maintain or obtain all consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required under any Material Contracts in connection with the Arrangement on terms that are reasonably satisfactory to the Parties, acting reasonably, and without paying, and without committing itself or the other Party or any of its Subsidiaries to pay any consideration or incur any liability or obligation without the prior written consent of the other Party (except for any fees chargeable by any Governmental Entity and except for payments contracted for with a third party or a payment to a third party to cover such Person's reasonable expenses associated therewith);
(E) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and and
(ivF) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunder;
(ii) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and
(biii) it shall not deliberately take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially delay or materially impede the consummation of the Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory ApprovalsApprovals and the consummation of the Arrangement.
(2b) Engine Gaming Agnico shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain conditional approval or authorization of the Exchange Approvals listing and it shallposting for trading on the TSX and the NYSE of the Consideration Shares, at or prior subject only to satisfaction of the Effective Timecustomary listing conditions of the TSX and the NYSE, allot and reserve for issuance a sufficient number of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangementas applicable. GameSquare Xxxxxxxx shall use commercially reasonable efforts to cooperate with Engine Gaming Agnico in respect of the foregoing, including by providing information reasonably requested by Engine Gaming Agnico in connection therewith in a timely manner.
(c) Subject to the terms and conditions of this Agreement and of the Plan of Arrangement and Law, Agnico shall pay the aggregate Consideration to be paid pursuant to the Arrangement at the time and in the manner provided herein.
Appears in 1 contract
Covenants Relating to the Arrangement. (1) Subject to Section 4.45.4, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(a) it shall, and shall cause its Subsidiaries subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the Arrangement, including using commercially reasonable efforts to promptly (i) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and (iv) cooperate with the other Party in connection with the performance by it and its Subsidiaries subsidiaries of their obligations hereunder; and
(b) it shall not deliberately take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially delay or materially impede the consummation of the Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvals.
(2) Engine Gaming SSR shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain conditional approval of the Exchange Approvals listing and posting for trading on the TSX and the Nasdaq of the Consideration Shares, subject only to satisfaction of the customary listing conditions of the TSX and the Nasdaq, as applicable, and it shall, at or prior to the Effective Time, allot and reserve for issuance a sufficient number of Engine Gaming SSR Shares to meet the obligations of Engine Gaming SSR under the Plan of Arrangement. GameSquare Alacer shall use commercially reasonable efforts to cooperate with Engine Gaming SSR in respect of the foregoing, including by providing information reasonably requested by Engine Gaming SSR in connection therewith in a timely manner.
(3) SSR will apply for, as soon as reasonably practicable and in any event no later than 7 days after the delivery of the SSR Circular, and thereafter shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain, approval for the admission of SSR to the ASX official list on a Foreign Exempt Listing basis, and the approval of the Consideration CDIs for quotation, subject only to satisfaction of the customary listing conditions of the ASX and the Effective Time having occurred. Alacer shall use commercially reasonable efforts to cooperate with SSR in respect of the foregoing, including by providing information reasonably requested by SSR in connection therewith.
(4) If, subject to any constraints in the ASIC Relief or Requirements and despite the commercially reasonable efforts of SSR and Alacer, ASX does not grant listing approval (subject to customary listing conditions) by the date of the Court hearing date contemplated in Section 2.8, and subject to the parties promptly negotiating in good faith with a view to agreeing to an alternative approach for achieving SSR’s admission to the ASX official list, the parties may proceed to complete the Arrangement without the ASX listing, and appropriate arrangements will be made with CDN for the distribution of the Consideration Shares that it receives to the relevant Alacer beneficial holders.
Appears in 1 contract
Covenants Relating to the Arrangement. (1) Subject to Section 4.4Law, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement hereof until the earlier of the Effective Time or the termination of this Agreement, each of the Company and the time that this Agreement is terminated in accordance with Purchaser shall use its terms:
(a) it shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, do or cause to be done, done all other things necessary, proper required or advisable under Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement, subject to Section 4.6, including:
(a) to satisfy, or cause the satisfaction of, all Laws conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to complete it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;
(b) to obtain or cause to be obtained, including using commercially reasonable efforts to promptly as applicable, as soon as practicable following execution of this Agreement, and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits as are required to be obtained by it under all Laws; the Company Material Contracts and Nova Material Contracts (iiiwhich, for the avoidance of doubt, includes the Credit Documents) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting in connection with the Arrangement or this Agreement, or (ii) required in order to maintain the Company Material Contracts and Nova Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser;
(c) using commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it and its Subsidiaries relating to this Agreement or the Arrangement;
(d) upon reasonable consultation with the other Party, to oppose, lift or rescind any injunction or restraining order or other order or action Award seeking to stoprestrain, enjoin or otherwise prohibit or delay or otherwise adversely affectingaffect the consummation of the Arrangement and to defend, or cause to be defended, any Actions to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;
(e) If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions directly or indirectly contemplated by this Agreement, the ability of the Parties to consummate the Arrangement; and (iv) cooperate shall use their commercially reasonable efforts consistent with the other Party in connection with terms of this Agreement to resolve such proceeding so as to allow the performance by it and its Subsidiaries of their obligations hereunderEffective Time to occur on or prior to the Outside Date; and
(bf) it shall not deliberately take taking any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or materially otherwise impede the consummation of the Arrangement, Arrangement or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvalstransactions contemplated by this Agreement.
(2) Engine Gaming The Company shall use commercially reasonable efforts topromptly notify the Purchaser in writing of:
(a) any Company Material Adverse Effect;
(b) any Nova Material Adverse Effect of which it has knowledge;
(c) any notice or other written communication from any Person: (i) alleging that the consent (or waiver, prior permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; or (ii) to the completion effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any Liquor Subsidiary as a result of the Arrangement or this Agreement; or
(d) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any Liquor Subsidiary that relate to this Agreement or the Arrangement.
(3) The Purchaser shall promptly notify the Company in writing of:
(a) any Purchaser Material Adverse Effect;
(b) any notice or other written communication from any Person: (i) alleging that the consent (or waiver, obtain permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Exchange Approvals and it shall, at Arrangement; or prior (ii) to the Effective Time, allot and reserve for issuance effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Purchaser or any Purchaser Subsidiary as a sufficient number of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangement. GameSquare shall use commercially reasonable efforts to cooperate with Engine Gaming in respect result of the foregoingArrangement or this Agreement; or
(c) any material filings, including by providing information reasonably requested by Engine Gaming in connection therewith in a timely manneractions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Purchaser or any Purchaser Subsidiary that relate to this Agreement or the Arrangement.
Appears in 1 contract
Covenants Relating to the Arrangement. (1) Subject to Section 4.4, which shall govern in relation to Regulatory ApprovalsSe ction 4.4 , each of the Parties covenants and agrees that during Company , the period from the date of this Agreement until the earlier of the Effective Time Purchaser and the time that this Agreement is terminated in accordance with Parent shall use its terms:
(a) it shall, and shall cause its Subsidiaries to, use commercially reasonable best efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, do or cause to be done, done all other things necessary, proper required or advisable under all Laws Law to complete consummate and make effective, a s soon as reasonably practicable, the Arrangementtransactions contemplated by this Agreement, including including:
(a) using commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in this Agreement and take all steps set forth in the Int erim Order and Final Order applicable to it and comply promptly with all requirements imposed b y Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;
(b) in the case of the Company, using commercially reasonable efforts to obtain, a s soon as practicable following execution of this Agreement, and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are
(i) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Material C ontracts in connection with the Arrangement or this Agreement, or (ii) required in order to maintain the Material Con tracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Pur chaser;
(c) using commercially reasonable efforts to obtain all Regulatory Approvals and effect all necessary registrations, filings and submissions of information required by Governmental Entities from it and its Subsidiaries relating to this Agreement or the Arrangement;
(d) using commercially reasonable efforts to oppose, lift or rescind any injunction or restraining order or other order or action Award seeking to stoprestrain, enjoin or otherwise prohibit or delay or otherwise adversely affecting, affect the ability consummation of the Parties Arrangement and defend, or cause to consummate be defended, any A ctions to which it is a party or brought against it or its directors or officers challenging the Arrangement; and (iv) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunderArrangement or this Agreement; and
(be) it shall not deliberately take taking any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or not no t taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or materially otherwise impede the consummation of the Arrangement, Arrangement or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvalstransactions contemplated by this Agreement.
(2) Engine Gaming The Company shall use commercially reasonable efforts topromptly notify the Purchaser in writing of:
(a) any Company Material Adverse Effect;
(b) any notice or other written communication from any Person (A) alleging that the consent (or waiver, prior to the completion permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement, obtain the Exchange Approvals and it shall, at or prior (B) to the Effective Time, allot and reserve for issuance effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company o r any of its Subsidiaries as a sufficient number of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangement. GameSquare shall use commercially reasonable efforts to cooperate with Engine Gaming in respect result of the foregoingArrangement or this Agreement; or
(c) any material filings, including by providing information reasonably requested by Engine Gaming in connection therewith in a timely manneractions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any of its Subsidiaries that relate to this Agreement or the Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
Covenants Relating to the Arrangement. (1) Subject to Section 4.4, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(a) it shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the Arrangement, including using commercially reasonable efforts to promptly (i) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and (iv) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunder; and
(b) it shall not deliberately take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially delay or materially impede the consummation of the Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvals.
(2) Engine Gaming SKYE shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain the Stock Exchange Approvals Approval and it shall, at or prior to the Effective Time, allot and reserve for issuance a sufficient number of Engine Gaming SKYE Shares to meet the obligations of Engine Gaming SKYE under the Plan of Arrangement. GameSquare EHT shall use commercially reasonable efforts to cooperate with Engine Gaming SKYE in respect of the foregoing, including by providing information reasonably requested by Engine Gaming XXXX in connection therewith in a timely manner.
Appears in 1 contract
Samples: Arrangement Agreement
Covenants Relating to the Arrangement. (1) Subject to Section 4.4applicable Law, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement hereof until the earlier of the Effective Time or the termination of this Agreement, each of the Company and the time that this Agreement is terminated in accordance with Purchaser shall use its terms:
(a) it shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, do or cause to be done, done all other things necessary, proper required or advisable under Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement, subject to Section 4.4, including:
(a) to satisfy, or cause the satisfaction of, all Laws conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to complete it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;
(b) to obtain or cause to be obtained, including using commercially reasonable efforts to promptly as applicable, as soon as practicable following execution of this Agreement, and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Company Material Contracts in connection with the Arrangement or this Agreement, or (ii) required in order to maintain the Company Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser;
(c) using commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it and its Subsidiaries relating to this Agreement or the Arrangement;
(d) upon reasonable consultation with the other Party, to oppose, lift or rescind any injunction or restraining order or other order or action Award seeking to stoprestrain, enjoin or otherwise prohibit or delay or otherwise adversely affectingaffect the consummation of the Arrangement and to defend, or cause to be defended, any Actions to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;
(e) If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions directly or indirectly contemplated by this Agreement, the ability of the Parties to consummate the Arrangement; and (iv) cooperate shall use their commercially reasonable efforts consistent with the other Party in connection with terms of this Agreement to resolve such proceeding so as to allow the performance by it and its Subsidiaries of their obligations hereunderEffective Time to occur on or prior to the Outside Date; and
(bf) it shall not deliberately take taking any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or materially otherwise impede the consummation of the Arrangement, Arrangement or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvalstransactions contemplated by this Agreement.
(2) Engine Gaming The Company shall use commercially reasonable efforts topromptly notify the Purchaser in writing of:
(a) any Company Material Adverse Effect;
(b) any notice or other written communication from any Person: (i) alleging that the consent (or waiver, prior permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; or (ii) to the completion effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any Company Subsidiary as a result of the Arrangement or this Agreement; or
(c) any material filings, investigations or Actions commenced or, to its knowledge, threatened against, relating to or involving the Company or any Company Subsidiary that relate to this Agreement or the Arrangement.
(3) The Purchaser shall promptly notify the Company in writing of:
(a) any Purchaser Material Adverse Effect;
(b) any notice or other written communication from any Person: (i) alleging that the consent (or waiver, obtain permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Exchange Approvals and it shall, at Arrangement; or prior (ii) to the Effective Time, allot and reserve for issuance effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Purchaser or any Purchaser Subsidiary as a sufficient number of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangement. GameSquare shall use commercially reasonable efforts to cooperate with Engine Gaming in respect result of the foregoingArrangement or this Agreement; or
(c) any material filings, including by providing information reasonably requested by Engine Gaming in connection therewith in a timely mannerinvestigations or Actions commenced or, to its knowledge, threatened against, relating to or involving the Purchaser or any Purchaser Subsidiary that relate to this Agreement or the Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement (SNDL Inc.)
Covenants Relating to the Arrangement. (1) Subject to Section 4.4, which shall govern in relation to Regulatory Approvals4.5, each of the Parties covenants and agrees that during Corporation, the period from the date of this Agreement until the earlier of the Effective Time Canadian Purchaser and the time that this Agreement is terminated in accordance with International Purchaser shall use its terms:
(a) it shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, do or cause to be done, done all other things necessary, proper required or advisable under all Laws Law to complete consummate and make effective, as soon as reasonably practicable, the Arrangementtransactions contemplated by this Agreement, including including:
(a) using commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;
(ib) obtain using commercially reasonable efforts to obtain, as soon as practicable following execution of this Agreement, and maintain all necessary applicable third party or other consents, waivers, consents and approvals required frompermits, and provide all required notices toexemptions, persons party to loan orders, approvals, agreements, leases, licenses and other Contracts amendments or Permits; confirmations that are (ii23) obtain all necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits the Canadian Material Contracts or other legal, regulatory or other proceedings against it challenging or affecting the International Material Contracts in connection with the Arrangement or this Agreement, or (23) required in order to maintain the Canadian Material Contracts and the International Material Contracts in full force and effect following completion of the Arrangement, in the case of the Canadian Material Contracts, on terms that are reasonably satisfactory to the Canadian Purchaser, and in the case of the International Material Contracts, on terms that are reasonably satisfactory to the International Purchaser;
(c) using commercially reasonable efforts to oppose, lift or rescind any injunction or restraining order or other order or action Award seeking to stoprestrain, enjoin or otherwise prohibit or delay or otherwise adversely affecting, affect the ability consummation of the Parties Arrangement and defend, or cause to consummate be defended, any Actions to which it is a party or brought against it or its directors or officers challenging the Arrangement; and (iv) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunderArrangement or this Agreement; and
(bd) it shall not deliberately take taking any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or materially otherwise impede the consummation of the Arrangement, Arrangement or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvalstransactions contemplated by this Agreement.
(2) Engine Gaming The Corporation shall use commercially reasonable efforts topromptly notify each Purchaser in writing of:
(a) any Canadian Material Adverse Effect or any International Material Adverse Effect;
(b) any notice or other written communication from any Person (A) alleging that the consent (or waiver, prior to the completion permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement, obtain the Exchange Approvals and it shall, at or prior (B) to the Effective Time, allot and reserve for issuance effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Corporation or any of its Subsidiaries or the JV as a sufficient number of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangement. GameSquare shall use commercially reasonable efforts to cooperate with Engine Gaming in respect result of the foregoing, including by providing information reasonably requested by Engine Gaming Arrangement or this Agreement;
(c) any notice or other material communication from any Governmental or Arbitral Entity in connection therewith with this Agreement (and the Corporation shall contemporaneously provide a copy of any written notice or communication to the Purchasers); or
(d) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Corporation or any of its Subsidiaries or the JV that relate to this Agreement or the Arrangement.
(3) Each Purchaser shall promptly notify the other Parties in a timely mannerwriting of any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving it and that relate to this Agreement or the Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement (Phi Inc)
Covenants Relating to the Arrangement. (1) Subject to Section 4.4, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(a) it shallEach of the Company, Telecure and Acquireco shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, do or cause to be done, done all other things necessary, proper required or advisable under all applicable Laws to complete consummate and make effective, as soon as reasonably practicable, the Arrangementtransactions contemplated by this Agreement, including including:
(i) using commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in this Agreement and take all steps set forth in this Agreement, the Interim Order and Final Order applicable to it and comply promptly (i) obtain with all necessary waiversrequirements imposed by applicable Law with respect to this Agreement, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts the Arrangement or Permits; the Merger;
(ii) obtain using commercially reasonable efforts to obtain, as soon as practicable following the execution of this Agreement, and maintain all third-party or other consents, waivers, permits, exemptions, Orders, approvals, agreements, amendments or confirmations that are: (a) necessary Permits as are required to be obtained by it under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Material Contracts in connection with the Arrangement or this Agreement; or (b) required in order to maintain the Material Contracts in full force and effect following the completion of the Arrangement, and in each case, on terms that are reasonably satisfactory to the Parties;
(iii) using commercially reasonable efforts to oppose, lift or rescind any injunction or injunction, restraining order or other order Order, decree, judgment or action ruling seeking to stoprestrain, enjoin or otherwise prohibit or delay or otherwise adversely affecting, affect the ability consummation of the Parties Arrangement and defend, or cause to consummate be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement; and Arrangement or this Agreement;
(iv) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunder; and
(b) it shall not deliberately take taking any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with would reasonably be expected to prevent, materially hinder, delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement or which would render, or which may reasonably be expected to materially delay render, untrue or materially impede the consummation of the Arrangementinaccurate (without giving effect to, applying or that will have, taking into consideration any materiality or would reasonably be expected to have, the effect of materially delaying, impairing Material Adverse Effect qualification already contained within such representation or impeding the granting of the Regulatory Approvals.warranty) in any material respect a Party’s representations and warranties set forth in this Agreement;
(2v) Engine Gaming shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain the Exchange Approvals and it shall, at or prior to the Effective Time, allot and reserve for issuance a sufficient number of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangement. GameSquare shall use commercially reasonable efforts to cooperate with Engine Gaming in respect of cause the foregoing, including by providing information reasonably requested by Engine Gaming in connection therewith in a timely manner.Company Consent to be completed;
Appears in 1 contract
Samples: Arrangement Agreement
Covenants Relating to the Arrangement. (1) Subject to Section 4.4, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(a) it shallEach of the Company, 142 BC and Acquireco shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (take, or cause to be taken, all actions and to do or cause to be done all things required or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement, including:
(i) satisfying, or causing the satisfaction of, all conditions precedent in this Agreement and taking all steps set forth in this Agreement, the Interim Order and Final Order applicable to it and complying promptly with all requirements imposed by applicable Law with respect to this Agreement, the Arrangement or the Merger;
(ii) obtaining, as soon as practicable following the execution of this Agreement, and maintaining all third-party or other consents, waivers, permits, exemptions, Orders, approvals, agreements, amendments, confirmations or terminations that are: (a) necessary to be obtained under the Material Contracts in connection with the Arrangement or this Agreement; or (b) required in order to maintain the Material Contracts in full force and effect following the completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Parties;
(iii) opposing, lifting or rescinding any injunction, restraining or other Order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement and defending, or causing to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;
(iv) reasonably cooperating with the other Parties and their tax advisors in structuring the transactions contemplated to occur in conjunction with the Arrangement in a tax effective manner, and assisting the other Parties and their tax advisors in making such investigations and enquiries with respect to such Parties in that regard, as the other Parties and their tax advisors shall consider necessary, acting reasonably, provided, however, that this provision shall not require a Party to agree to re-structure or amend any of the transactions contemplated herein;
(v) furnishing to the other Parties such information, in addition to the information contained in this Agreement, relating to its financial condition, business, properties and affairs as may reasonably be requested by another Party, which information shall be true and complete in all material respects and shall not contain an untrue statement of any material fact or omit any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading, and notifying the other Parties of any significant development or Material Adverse Change relating to it promptly after becoming aware of any such development or change;
(vi) not taking any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially hinder, delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement or which would render, or which may reasonably be expected to render, untrue or inaccurate (without giving effect to, applying or taking into consideration any materiality or Material Adverse Effect qualification already contained within such representation or warranty) in any material respect a Party's representations and warranties set forth in this Agreement;
(vii) causing the 142 BC Resolution to be adopted; and
(viii) causing the Certificate of Merger to be filed with the Connecticut Secretary of the State pursuant to all applicable provisions of the Connecticut Act.
(b) The Company shall promptly notify 142 BC in writing of:
(i) any Material Adverse Effect in respect of the Company;
(ii) any material breach by the Company of any covenant, obligation or agreement contained in this Agreement;
(iii) any change in any representation or warranty provided in this Agreement which change is or may be of such a nature as to render such representation or warranty misleading or untrue in any material respect;
(iv) any notice or other written communication from any Person: (a) alleging that the consent (or waiver, permit, exemption, Order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement or this Agreement; or (b) to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of the Arrangement or this Agreement; or
(v) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any of its Subsidiaries that relate to the Arrangement or this Agreement.
(c) 142 BC shall promptly notify the Company in writing of:
(i) any Material Adverse Effect in respect of either 142 BC or Acquireco;
(ii) any material breach by either 142 BC or Acquireco of any covenant, obligation or agreement contained in this Agreement;
(iii) any change in any representation or warranty provided in this Agreement which change is or may be of such a nature as to render such representation or warranty misleading or untrue in any material respect;
(iv) any notice or other written communication from any Person alleging that the consent (or waiver, permit, exemption, Order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement or this Agreement; or
(v) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving 142 BC or any of its Subsidiaries that relate to the Arrangement or this Agreement.
(d) 142 BC and Acquireco shall furnish promptly to the Company a copy of each notice, report, schedule or other document or communication delivered, filed or received by them in connection with this Agreement, the Arrangement, the Interim Order, the Final Order, any filings made under any applicable Laws and any dealings or communications with any Governmental Entity in connection with, or in any way affecting, the transactions contemplated by this Agreement.
(e) The Company shall furnish promptly to 142 BC and Acquireco a copy of each notice, report, schedule or other document or communication delivered, filed or received by it in connection with this Agreement, the Arrangement, the Merger, and filings made under any applicable Laws and any dealings or communications with any Governmental Entity (including, without limitation, the Certificate of Merger and the filing thereof with the Connecticut Secretary of the State pursuant to all applicable provisions of the Connecticut Act) in connection with, or in any way affecting, the transactions contemplated by this Agreement.
(f) Subject to the terms of this Agreement, the Company shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations hereunder to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:
(i) obtain all other consents, approvals and Authorizations as set forth are required to be obtained by the Company under any applicable Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on the Company;
(ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in Article 6 connection with the transactions contemplated by this Agreement (including, without limitation, the Certificate of Merger and the filing thereof with the Connecticut Secretary of the State pursuant to all applicable provisions of the Connecticut Act); and
(iii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by the Company.
(g) 142 BC shall use all commercially reasonable efforts, and shall cause Acquireco to use all commercially reasonable efforts to, satisfy, or cause to be satisfied, all of the conditions precedent to their obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangementtransactions contemplated by this Agreement, including using commercially reasonable efforts to promptly to:
(i) obtain all necessary waiversconsents, consents and approvals required fromapprovals, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits Authorizations as are required to be obtained by it or Acquireco under all Laws; (iii) defend all lawsuits any applicable Law or other legalfrom any Governmental Entity that would, regulatory or other proceedings against it challenging or affecting if not obtained, materially impede the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability completion of the Parties transactions contemplated hereby or have a Material Adverse Effect on 142 BC or Acquireco;
(ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to consummate the Arrangement; and (iv) cooperate with the other Party be effected by it in connection with the performance transactions contemplated by it this Agreement and its Subsidiaries of their obligations hereunderparticipate, and appear in any proceedings of, any Party before any Governmental Entity in connection with the transactions contemplated by this Agreement; and
(biii) it shall not deliberately take any action, refrain from taking any commercially reasonable action, or permit any action fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be taken fulfilled or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially delay or materially impede the consummation of the Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvalssatisfied by it.
(2h) Engine Gaming The Company, on one hand, and 142 BC and Acquireco, together, on the other hand shall use commercially make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable efforts toaction necessary to be in compliance with such Laws, prior including any filings, reports, documents or applications as may be required to the completion be filed by any of the Arrangement, obtain the Exchange Approvals and it shall, at or prior to the Effective Time, allot and reserve for issuance a sufficient number of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangement. GameSquare shall use commercially reasonable efforts to cooperate with Engine Gaming in respect of the foregoing, including by providing information reasonably requested by Engine Gaming in connection therewith in a timely mannerParties.
Appears in 1 contract
Samples: Arrangement Agreement
Covenants Relating to the Arrangement.
(1a) Subject to the terms and conditions of this Agreement and Section 4.4, 4.4 (which shall govern in relation to connection with obtaining Regulatory Approvals), each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(ai) it shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the Arrangement, including using commercially reasonable efforts to promptly promptly:
(iA) obtain all necessary waivers, consents and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits Authorizations as are required to be obtained by it under Law;
(B) upon reasonable consultation with the other Party, to oppose, lift or rescind any order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; provided that neither Party, nor any of their respective Subsidiaries, will consent to the entry of any judgment or settlement with respect to any such lawsuit or proceeding without the prior written approval of the other Party, not to be unreasonably withheld, conditioned or delayed;
(C) effect all Laws; necessary notifications, registrations, filings and submissions of information required by Governmental Entities relating to the Arrangement;
(iiiD) maintain or obtain all consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required under any Material Contracts in connection with the Arrangement on terms that are reasonably satisfactory to the Parties, acting reasonably, and without paying, and without committing itself or the other Party or any of its Subsidiaries to pay any consideration or incur any liability or obligation without the prior written consent of the other Party (except for any fees chargeable by any Governmental Entity and except for payments contracted for with a third party or a payment to a third party to cover such Person’s reasonable expenses associated therewith);
(E) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and and
(ivF) cooperate with the other Party in connection with the performance by it and its Subsidiaries of their obligations hereunder;
(ii) carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and
(biii) it shall not deliberately take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially delay or materially impede the consummation of the Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory ApprovalsApprovals and the consummation of the Arrangement.
(2b) Engine Gaming Agnico shall use commercially reasonable efforts to, prior to the completion of the Arrangement, obtain conditional approval or authorization of the Exchange Approvals listing and it shallposting for trading on the TSX and the NYSE of the Consideration Shares, at or prior subject only to satisfaction of the Effective Timecustomary listing conditions of the TSX and the NYSE, allot and reserve for issuance a sufficient number of Engine Gaming Shares to meet the obligations of Engine Gaming under the Plan of Arrangementas applicable. GameSquare Xxxxxxxx shall use commercially reasonable efforts to cooperate with Engine Gaming Agnico in respect of the foregoing, including by providing information reasonably requested by Engine Gaming Agnico in connection therewith in a timely manner.
(c) Subject to the terms and conditions of this Agreement and of the Plan of Arrangement and Law, Agnico shall pay the aggregate Consideration to be paid pursuant to the Arrangement at the time and in the manner provided herein.
Appears in 1 contract
Samples: Merger Agreement
Covenants Relating to the Arrangement. (1) Subject to Section 4.4, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:
(a) it shallEach of the Company, the Parent and the Buyer shall cause use its Subsidiaries to, use commercially reasonable efforts to satisfy (take, or cause to be taken, all actions and to do or cause to be done all things required or advisable under applicable Laws to consummate and make effective, as soon as practicable, the satisfaction oftransactions contemplated by this Agreement, including:
(i) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and using commercially reasonable efforts to take, or cause to be taken, all other actions action and to do, or cause to be done, all other things necessary, proper or advisable under all Laws to complete the ArrangementArrangement and perform its obligations under this Agreement, including using its commercially reasonable efforts to to: (A) promptly (i) obtain all necessary waivers, consents satisfy its conditions and approvals required from, and provide all required notices to, persons party to loan agreements, leases, licenses and other Contracts or Permits; (ii) obtain all necessary Permits as are required to be obtained by it perform its obligations under all Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting, the ability of the Parties to consummate the Arrangement; and (ivB) cooperate co-operate with the other Party Parties in connection with the performance by it and its Subsidiaries of their respective obligations hereunder;
(ii) using commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in this Agreement and carry out the terms of, take all steps set forth in, the Interim Order and Final Order applicable to it or its Subsidiaries and comply promptly with all requirements imposed by applicable Law with respect to this Agreement or the Arrangement;
(iii) using commercially reasonable efforts to obtain, as soon as practicable following the execution of this Agreement, and maintain, all Third-Party Consents without paying, and without committing the Company, the Parent or the Buyer to pay, any consideration or incur any liability or obligation without the prior written consent of the Parent;
(iv) permitting the Parent an opportunity to review in advance any proposed consents, notices, requests, correspondence and other communications (including material responses to requests for information and inquiries from any third-party from whom a Third-Party Consent has been requested) in respect of obtaining or concluding any Third-Party Consents; providing the Parent with a reasonable opportunity to comment thereon; agreeing to consider those comments in good faith; and providing the Parent with final copies of any consents, notices, requests, material correspondence and other material communications provided to any third-party from whom a Third-Party Consent has been requested or any substantive communications received from any such third-party, in respect of obtaining or concluding such Third-Party Consents;
(v) keeping the Parent reasonably informed on a timely basis of the status of discussions relating to obtaining or concluding Third-Party Consents;
(vi) using commercially reasonable efforts to oppose, appeal, overturn, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise impede, interfere with, prevent or materially delay the transactions contemplated by the Arrangement or this Agreement or which could reasonably be expected to materially reduce the benefits to Parent or the Buyer of the Arrangement and defend, or cause to be defended, any proceedings to which the Company or a Subsidiary thereof is a party or brought against either of them or their respective directors or officers challenging the Arrangement, this Agreement or the transactions contemplated hereby; and
(bvii) it shall not deliberately take taking any action, refrain or refraining from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent in any material respect with this Agreement or would reasonably be expected to impede, interfere with, prevent or materially delay the transactions contemplated by the Arrangement or this Agreement or which could reasonably be expected to materially reduce the benefits to Parent or the Buyer of the Arrangement.
(b) The Company shall promptly notify the Parent in writing of:
(i) any Material Adverse Effect in respect of the Company or any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to materially delay or materially impede have a Material Adverse Effect on the consummation of the ArrangementCompany;
(ii) any fact, or event, occurrence that will have, or would reasonably be expected to haveprevent, materially delay or otherwise impede the ability of the Company to consummate the Arrangement or the transactions contemplated by this Agreement;
(iii) any notice or other written communication from: (A) any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Arrangement or this Agreement; or (B) from any counterparty to a Company Material Contract to the effect that such counterparty is terminating or otherwise materially adversely modifying its relationship with the Company or its Subsidiary as a result of materially delayingthis Agreement or the Arrangement;
(iv) any material filings, impairing actions, suits, claims, investigations or impeding proceedings commenced or, to its knowledge, threatened against the granting Company or its Subsidiary that relate to this Agreement or the Arrangement or, if pending on the date of this Agreement, would have been required to have been disclosed in the Regulatory ApprovalsCompany Disclosure Letter; and
(v) any material notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide to the Parent a copy of any such written notice or communication).
(2c) Engine Gaming The Parent shall promptly notify the Company in writing of:
(i) any Material Adverse Effect in respect of the Parent or the Buyer, or any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Effect on the Parent or any of its Subsidiaries;
(ii) any fact, event, occurrence that would reasonably be expected to prevent, materially delay or otherwise impede the ability of the Parent or the Buyer to consummate the Arrangement or the transactions contemplated by this Agreement;
(iii) any notice or other written communication from: (A) any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Arrangement or this Agreement; or (B) from any counterparty to a Parent Material Contract to the effect that such counterparty is terminating or otherwise materially adversely modifying its relationship with the Parent or any of its Subsidiaries as a result of this Agreement or the Arrangement;
(iv) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against the Parent, the Buyer or any of its other Subsidiaries that relate to this Agreement or the Arrangement; and
(v) any material notice or other communication from any Governmental Entity in connection with this Agreement (and the Parent shall contemporaneously provide to the Company a copy of any such written notice or communication).
(d) The Parent shall apply for and use commercially reasonable efforts toto obtain written approvals from the NASDAQ, prior in connection with the listing of the Consideration Shares to the completion of be issued in connection with the Arrangement, obtain the Exchange Approvals and it shall, at or prior subject only to the Effective Time, allot and reserve for issuance a sufficient number satisfaction of Engine Gaming Shares to meet customary conditions required by the obligations of Engine Gaming under the Plan of Arrangement. GameSquare NASDAQ.
(e) The Parent shall use commercially reasonable efforts to cooperate with Engine Gaming in respect complete the Financing on or prior to 5:00 p.m. (ET) on June 30, 2024 and reserve such appropriate amount of proceeds of the foregoing, including by providing information reasonably requested by Engine Gaming Financing to fulfil its obligations contemplated herein.
(f) The Parent shall take all actions within its control that are necessary to remedy the default disclosed in connection therewith in a timely mannerSection 4.01(a) of the Parent Disclosure Letter on or prior to 5:00 p.m. (ET) on the day that is fifteen (15) Business Days from the date hereof.
Appears in 1 contract
Samples: Arrangement Agreement (Aditxt, Inc.)
