Fairness Opinion and Company Support for the Offer. (a) The Company represents and warrants to and in favour of the Offeror and acknowledges that the Offeror is relying upon such representations and warranties in entering into this Agreement, that, as of the date hereof: (i) N M Rothschild & Sons Limited has delivered a written opinion to the Special Committee and the Board of Directors to the effect that the consideration to be received under the Offer is fair from a financial point of view to all Shareholders; and (ii) the Board of Directors, upon consultation with its financial and legal advisors and on receipt of a recommendation of the Special Committee, has determined that the Offer is fair to all Shareholders, that the Offer is in the best interests of the Company and the Shareholders, and accordingly, has approved the entering into of this Agreement and the making of a unanimous recommendation that Shareholders accept the Offer. (b) The Directors’ Circular shall reflect the foregoing unanimous recommendation and determinations. In addition, the Company shall take all reasonable actions to support the Offer and ensure the success of the Offer in accordance with this Agreement. Notwithstanding the foregoing or any other provision of this Agreement but subject to Section 7.2, if after the date hereof, the Board of Directors is required in the exercise of its fiduciary duties to do so, then the Board of Directors shall be entitled not to make such a positive recommendation, to make a negative recommendation or to withdraw, modify or change any recommendation regarding the Offer which it has previously made, provided that the Board of Directors, acting in good faith and upon the advice of their legal and financial advisors where appropriate, shall first have determined that the making of a positive recommendation, the failure to make a negative recommendation or the failure to withdraw, modify or change any recommendation would be inconsistent with the fiduciary duties of the Board of Directors. (c) The Company shall use its commercially reasonable efforts to encourage all holders of Options to conditionally exercise or terminate such options and all holders of warrants to exercise such Warrants and to tender the Shares to be issued as a result of such conditional exercise or termination of Options or exercise of Warrants to the Offer.
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Samples: Support Agreement (First Quantum Minerals LTD), Support Agreement (First Quantum Minerals LTD)
Fairness Opinion and Company Support for the Offer. (a) The Company represents and warrants to and in favour of the Offeror Offeror, and acknowledges that the Offeror is relying upon such representations and warranties in entering into this Agreement, that, that as of the date hereof:
(i) N M Rothschild & Sons Limited the Financial Advisor has delivered a written an oral opinion to the Special Committee and the Board of Directors to the effect that the consideration to be received under the Offer is fair from a financial point of view to all the Shareholders; and;
(ii) the Board of Directors, upon consultation with its financial and legal advisors and acting on receipt of a the unanimous recommendation of the Special Committee, has unanimously (excluding abstaining directors) determined that the Offer is fair from a financial point of view to all Shareholders, the Shareholders and that the Offer is in the best interests of the Company and the Shareholdersand, and accordingly, has unanimously (excluding abstaining directors) approved the entering into and performance of this Agreement and has resolved to recommend that the making of a unanimous recommendation that Shareholders accept the Offer and tender their Shares to the Offer (the “Recommendation”); and
(iii) each member of the Board of Directors, as well as each senior officer of the Company and its Subsidiaries (who is aware of the Offer), has disclosed to the Board of Directors that he or she intends to tender all Common Shares owned by such member or officer to the Offer and has acknowledged and agreed that the Directors’ Circular, the Circular and the other documents relating to the Offer will indicate that the current intention of all members of the Board of Directors, and at least all senior officers of the Company and its Subsidiaries who are aware of the Offer, is to tender their Common Shares to the Offer.
(b) The Directors’ Circular Company shall reflect the foregoing unanimous recommendation and determinations. In addition, provide to Offeror upon request all information pertaining to the Company shall take all reasonable actions to support and its Subsidiaries that is necessary or desirable for the Offer and ensure the success preparation of the Offer Circular. The Company represents, warrants and covenants that such information will be true, complete and correct in accordance with this Agreement. Notwithstanding the foregoing or any other provision of this Agreement but subject to Section 7.2, if after all material respects as at the date hereof, of the Board Circular and will not contain any untrue statement of Directors is a material fact or omit to state any material fact required to be stated therein or necessary in the exercise of its fiduciary duties to do so, then the Board of Directors shall be entitled not order to make such a positive recommendationthe statements therein, to make a negative recommendation or to withdraw, modify or change any recommendation regarding in light of the Offer circumstances under which it has previously they were made, provided that the Board of Directors, acting in good faith and upon the advice of their legal and financial advisors where appropriate, shall first have determined that the making of a positive recommendation, the failure to make a negative recommendation or the failure to withdraw, modify or change any recommendation would be inconsistent with the fiduciary duties of the Board of Directors.
(c) not misleading. The Company shall use its commercially reasonable efforts to encourage all holders provide Offeror with such other assistance in the preparation of Options to conditionally exercise or terminate such options and all holders of warrants to exercise such Warrants and to tender the Shares to Circular as may be issued as a result of such conditional exercise or termination of Options or exercise of Warrants to the Offerreasonably requested by Offeror.
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Samples: Support Agreement (Philip Morris International Inc.)
Fairness Opinion and Company Support for the Offer. (a) The Company represents and warrants to and in favour of the Offeror and acknowledges that the Offeror is relying upon such representations and warranties in entering into this Agreement, that, as of the date hereof:
(i) N M Rothschild & Sons Limited Sprott Securities Inc. has delivered a written an oral opinion to the Special Committee and the Board of Directors to the effect that the consideration to be received under the Offer is fair from a financial point of view to all ShareholdersShareholders (other than the Offeror and its Affiliates); and
(ii) the Board of Directors, upon consultation with its financial and legal advisors and on receipt of a recommendation of the Special Committee, has unanimously determined that the Offer is fair from a financial point of view to all ShareholdersShareholders (other than the Offeror and its Affiliates), that the Offer is in the best interests of the Company and the Shareholdersits Shareholders generally, and accordingly, has approved the entering into of this Agreement and the making of a unanimous recommendation that Shareholders (other than the Offeror and its Affiliates) accept the Offer.
(b) The Directors’ Directors Circular shall reflect the foregoing unanimous recommendation and determinations. In addition, the Company shall take all reasonable actions to support the Offer and ensure the success of the Offer in accordance with this Agreement. Notwithstanding the foregoing or any other provision of this Agreement but subject to Section 7.2foregoing, if after the date hereofhereof (i) another bona fide offer or proposal to acquire all or substantially all of the Shares or amalgamate or complete a plan of arrangement or similar transaction with the Company is made, (ii) the Board of Directors shall become aware of any untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made, in the Circular relating to the Offeror or the Acquiring Company, or (iii) the Board of Directors is otherwise required in the exercise of its fiduciary duties to do so, then the Board of Directors shall be entitled not to make such a positive recommendation, to make a negative recommendation or to withdraw, modify or change any recommendation regarding the Offer which it has previously made, provided that the Board of Directors, acting in good faith and upon the advice of their legal and financial advisors where appropriate, shall first have determined that the making of a positive recommendation, the failure to make a negative recommendation or the failure to withdraw, modify or change any recommendation would be inconsistent with the fiduciary duties of the Board of DirectorsDirectors and otherwise in accordance with the terms of this Agreement. The Offeror shall provide the Company with any information pertaining to the Offeror that is necessary for completion of the Directors Circular by the Company and shall provide the Company with such other assistance in the preparation of the Directors Circular as may be reasonably requested by the Company.
(c) The Company shall use its commercially reasonable efforts to encourage all provide the Offeror, within two business days of the execution and delivery of this Agreement, with a list of the registered holders of Shares, Options to conditionally exercise or terminate such options and all holders of warrants to exercise such Warrants and a list of participants in book based nominee registrants such as CDS & Co. as may be made available to tender the Shares Company upon request, together with their addresses and respective holdings of Shares, Options and Warrants. The Company shall concurrently provide the Offeror with the names, addresses and holdings of all Persons having rights to acquire Shares, Options and Warrants and the details of such rights. The Company shall from time to time furnish the Offeror with such additional information, including updated or additional lists of Shareholders, mailing labels and lists of securities positions and other assistance as the Offeror may reasonably request in order to be issued as a result of such conditional exercise or termination of Options or exercise of Warrants able to communicate the Offer to the OfferShareholders and to such other Persons as are entitled to receive the Offer under Securities Laws.
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