Exchange Matters. Prior to the Closing Date, Target shall cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of Nasdaq to enable the delisting of the shares of Target Common Stock from Nasdaq and the deregistration of the shares of Target Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Exchange Matters. Prior to the Closing Date, Company shall cooperate with Buyer and use commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the NYSE to enable the delisting of the shares of Company Common Stock from the NYSE and the deregistration of the shares of Company Common Stock under the Exchange Act as promptly as practicable after the Effective Time.
Exchange Matters. (1) If Glencore exercises: (x) the Glencore Equity Right; or (y) the Top-Up Right, and the Company is required, under the applicable rules and policies of the Exchange, to seek Shareholder approval for the issuance of: (a) the Equity Securities to Glencore pursuant to Section 6.03; or (b) the Anti-Dilution Top-Up Shares pursuant to Section 6.04, the Company shall use reasonable best efforts to, at its expense, duly call and hold a meeting of its Shareholders to consider (and the Company shall recommend that Shareholders vote, and shall take other actions, in favour of) the issuance of the Equity Securities or Anti-Dilution Top-Up Shares (as applicable) to Glencore, as soon as reasonably practicable and in any event such meeting shall be held within 60 days after the date that the Company is advised that the Company will require such Shareholder approval.
(2) The Company may close any such issuance of Equity Securities prior to obtaining Shareholder approval, provided that if the record date for voting at such Shareholder meeting is a date that is after the closing date of the offering, the Company shall obtain a voting support agreement from each person to which it issues Equity Securities prior to such record date, pursuant to which such persons agrees to vote in favour of the resolution approving the issuance of Equity Securities to Glencore.
(3) If Glencore exercises the Glencore Equity Right and the Company is required, under the applicable rules and policies of the Exchange, to seek or obtain approval of the Exchange or any other person (other than Shareholders) for the issuance of the Equity Securities to Glencore pursuant to Section 6.03, the Company shall use reasonable best efforts to obtain such approvals or authorizations prior to any issuance of Equity Securities such that Glencore is able to fully exercise its rights under Section 6.03 in accordance with the terms set out therein.
(4) If Glencore exercises the Top-Up Right and the Company is required, under the applicable rules and policies of the Exchange, to seek or obtain approval of the Exchange or any other person (other than Shareholders) for the issuance of the Anti-Dilution Top-Up Shares to Glencore pursuant to Section 6.04, the Company shall use reasonable best efforts to obtain such approvals or authorizations.
Exchange Matters. Subject to Laws, the Purchaser and the Company shall use their commercially reasonable efforts to cause the Common Shares to be de-listed from the Exchange with effect promptly following the acquisition by the Purchaser of the Common Shares pursuant to the Arrangement.
Exchange Matters. The necessary conditional approvals of the Exchange for the completion of the Arrangement and the de-listing of the Common Shares.
Exchange Matters. Parent shall use its reasonable efforts to authorize for listing on NYSE the shares of Parent Common Stock issuable pursuant to the Merger, and Parent and the Company shall give all notices and make all filings with the NYSE and Nasdaq required in connection with the transactions contemplated herein.
Exchange Matters. The Optionors and Xxxxxxx will each use reasonable commercial efforts to have complete the required filings with the Exchange promptly following execution of this Agreement.
Exchange Matters. In no event shall the Company issue shares of Common Stock upon conversion of the Notes in an amount that would exceed the amount permitted by the shareholder consent rules of the NASDAQ stock market (the “Share Limit”). In any such case where the number of shares issuable upon conversion of the Notes would exceed the Share Limit, the Company shall settle such conversion or portion thereof in cash in accordance with the provisions of the Indenture.
Exchange Matters. To the Knowledge of A15, each Connect Ads Group Company has duly complied in all material respects with foreign exchange Laws, including compliance with all obligations arising from currency imports and exports, external debt (assets and liabilities), international investment and clearing accounts.
Exchange Matters. To the Knowledge of IMS, each IMS Group Company has duly complied in all material respects with foreign exchange Laws, including compliance with all obligations arising from currency imports and exports, external debt (assets and liabilities), international investment and clearing accounts.
