Implementation Steps by Target. Target covenants in favour of Purchaser that Target shall:
2.4.1 subject to the terms of this Agreement, as soon as reasonably practicable, apply, in a manner reasonably acceptable to Purchaser, under Section 49 of the QCA for the Interim Order;
2.4.2 subject to the terms of this Agreement and in accordance with the Interim Order, as soon as reasonably practicable, convene and hold the Target Meeting for the purpose of considering the Arrangement Resolution;
2.4.3 subject to the terms of this Agreement, use commercially reasonable efforts to solicit from the Target Shareholders proxies in favour of the approval of the Arrangement Resolution;
2.4.4 obtain such approvals as are required by the Interim Order, proceed with and diligently pursue the application to the Court for the Final Order; and
2.4.5 subject to obtaining the Final Order and in accordance with Section 123.109 of the QCA, file with the Enterprise Registrar the Articles of Arrangement, and such other documentation as may be required in connection therewith, and obtain an endorsed certificate from the Enterprise Registrar in respect thereof.
Implementation Steps by Target. Target covenants in favour of Parent and Purchaser that Target will act expeditiously and in good faith to:
Implementation Steps by Target. Target covenants in favour of Purchaser that Target will act expeditiously and in good faith to:
Implementation Steps by Target. Target covenants in favour of the Crosshair Parties that Target shall:
(a) as soon as reasonably practicable, apply under Section 291 of the BCBCA for the Interim Order, and thereafter proceed with and use commercially reasonable efforts to seek the Interim Order;
(b) lawfully convene and hold the Target Meeting for the purpose of considering the Arrangement Resolution as soon as reasonably practicable, and in any event, on or before March 23, 2009, subject to adjournments or postponements which may be required pursuant to Section 5.6(a);
(c) subject to obtaining the approvals as are required by the Interim Order, as soon as practicable, but in any event within five Business Days after the Target Meeting, proceed with and diligently pursue the application to the Court for the Final Order approving the Arrangement;
(d) subject to obtaining the Final Order and the satisfaction or waiver of the other conditions herein contained in favour of each party, as soon as reasonably practicable, take all steps and actions, including without limitation making all necessary filings with Governmental Entities to give effect to the Arrangement prior to the Termination Date;
(e) instruct counsel acting for it to bring the applications referred to in Sections 2.1(a) and (c) in co-operation with counsel to the Crosshair Parties;
(f) permit the Crosshair Parties and their counsel to review and comment upon drafts of all material to be filed by Target with the Court in connection with the Arrangement, including the Circular and any supplement or amendment to the Circular contemplated by Section 2.5(c), and provide counsel to the Crosshair Parties on a timely basis with copies of any notice of appearance and evidence served on Target or its counsel in respect of the application for the Interim Order and the Final Order or any appeal therefrom and of any notice (written or oral) received by Target indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order; and
(g) not file any material with the Court in connection with the Arrangement or serve any such material, and not agree to modify or amend materials so filed or served except as contemplated hereby or with the Crosshair Parties' prior written consent, such consent not be unreasonably withheld or delayed.
