Interim and Final Orders. The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise.
Interim and Final Orders. The Interim Order and the Final Order shall each have been obtained in form and terms reasonably satisfactory to each of Newcourt and CIT, and shall such orders not have been set aside or modified on appeal or otherwise in a manner which is not reasonably acceptable to such parties.
Interim and Final Orders. As soon as reasonably practicable following the execution and delivery of this Agreement, and in any event no later than seven business days from the date hereof, E&C will apply to the Court pursuant to Section 291 of the Act for the Interim Order, such order to be on terms acceptable to Parent, Acquisitionco and E&C, each acting reasonably, providing for, among other things:
(a) notice of intended exercise of any Dissent Rights to be provided to E&C no later than 4:00 p.m. (Vancouver time) on the date which is 48 hours prior to the date of the Meetings;
(b) the Arrangement be subject to the approval of a majority in number and 3/4 in value of the E&C Creditors present and voting, either in person or by proxy, at the Meeting of E&C Creditors to be held to consider the Arrangement Resolution, or otherwise voting in the manner directed by the Court;
(c) the Arrangement be subject to the approval of two-thirds of the votes cast in respect of the Arrangement Resolution by the E&C Common Shareholders, present in person or by proxy and entitled to vote at the Meeting, or otherwise voting in the manner directed by the Court;
(d) the Arrangement be subject to the unanimous written consent of the holders of Preferred Shares, series A in the capital of E&C;
(e) the Arrangement be subject to the unanimous written consent of the holders of Class A Preferred Shares, in the capital of E&C; and
(f) the Arrangement be subject to the unanimous written consent of the E&C Warrantholders. E&C shall, subject to obtaining the approvals as contemplated by the Interim Order, and as may be directed by the Court in the Interim Order, take all steps necessary or desirable to submit the Arrangement to the Court and apply for the Final Order approving the Arrangement, such order to be on terms acceptable to Parent, Acquisitionco and E&C, each acting reasonably. E&C agrees to consult with Parent and its advisors in connection with all applications to the Court, and to permit Parent and its counsel to review and comment upon drafts of all materials to be filed by E&C with the Court in connection with the Arrangement prior to the delivery and filing of such materials, and to give reasonable consideration to such comments and all information regarding the Arrangement, Parent and Acquisitionco. E&C also agrees to provide to counsel to Parent on a timely basis copies of any notices of appearance and evidence delivered to E&C or its counsel in respect of the application for the Final Order o...
Interim and Final Orders. The notice of motion for the application referred to in Section 2.1(a) shall request that the Interim Order provide, among other things as consented to by the Purchaser:
(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;
(b) that, subject to the approval of the Court, the requisite approval for the Arrangement Resolution shall be (1) 66?% of the votes cast on the Arrangement Resolution by holders of Preference Shares present in person or represented by proxy at the Company Meeting; and (2) 66?% of the votes cast on the Arrangement Resolution by holders of Common Shares and the holders of all options to purchase Class A Common Shares granted under the Company Stock Option Plan (voting together as a single class) present in person or represented by proxy at the Company Meeting on the following basis: (A) each holder of Company Options is entitled to such number of votes as is equal to the number of Common Shares issuable upon exercise of their Company Options, and (B) each holder of Class A Common Shares is entitled, for each Class A Common Share held, to one vote (such approval described in this Section 2.2(b), the "REQUIRED VOTE");
(c) that the terms, restrictions and conditions of the by-laws and articles of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d) that dissent rights shall not be applicable in connection with the Arrangement; and
(e) for the notice requirements with respect to the presentation of the application to the Court for a Final Order. and that the Final Order provide, among other things as consented to by the Purchaser:
(f) that, at the Effective Time, each Company Securityholder shall be deemed to be a party to and bound by the provisions set forth in the Indemnification and Escrow Agreement; and
(g) that all rights to purchase Common Shares under any securities of the Company (including the Company Options) shall be terminated.
Interim and Final Orders. The Court shall have issued the Financing Orders satisfactory to Lender, including the Interim DIP Order and Final DIP Order in the form of Exhibit E hereto, with such modifications as are acceptable to Lender in its sole and absolute discretion. Such Financing Orders shall be in full force and effect and shall not have been amended, stayed or vacated. The Financing Orders or a separate order of the Court shall provide that portions of this Note and motions related hereto that describe the Milestones shall be filed under seal, although such information shall be available to the Official Committee of Unsecured Creditors (the “Creditors’ Committee"), the Official Committee of Equity Security Holders (the “Equity Committee") and the Office of the United States Trustee.
Interim and Final Orders. The receipt of the Interim Order and ------------------------ Final Order from the Court relating to the Arrangement in accordance with section 182 of the OBCA and the compliance by the other party with the terms of the Interim Order and Final Order issued by the Court relating to the Arrangement on terms reasonably satisfactory to Parent and the Company.
Interim and Final Orders. The Interim Order and the Final Order shall have been granted on terms acceptable to the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the Parties, each acting reasonably.
Interim and Final Orders. 45 6.28 Accounts Receivable Facility Purchase Agreement..............45
Interim and Final Orders. As of the Initial Borrowing Date, each of the Emergency Order and the Interim Order has been entered and has not been stayed, amended, vacated, reversed, rescinded or otherwise modified in any respect. As of the date of the making of a subsequent Loan hereunder, the Interim Order and/or the Final Order, as the case may be, have been entered and have not been stayed, amended (except in accordance with the terms hereof), reversed, vacated, rescinded or otherwise modified (except in accordance with the terms hereof) in any respect.
Interim and Final Orders. As of the date of the making by the Lenders of the initial Loan hereunder, the Interim Order has been entered and has not been stayed, amended, vacated, reversed, rescinded or otherwise modified in any respect without the consent of the Lenders. As of the date of the making of any subsequent Loan and the issuance of each Letter of Credit hereunder, the Interim Order and/or the Final Order, as the case may be, have been entered and have not been stayed, amended, reversed, vacated, rescinded or otherwise modified (except in accordance with the terms hereof) in any respect.
