Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 24, 2019, the Company shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things: (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 the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, voting together as a single class; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws; (h) that it is the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (i) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Arrangement Agreement (Mogo Finance Technology Inc.)
Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, but in any event on or before May 24no later than April 12, 20192021, the Company shall apply to the Court in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 Section 291 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application to the Court for the Interim Order, which must shall provide, among other things:
(a) for the class classes of persons 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 the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3be (i) 662/3% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, voting together as and (ii) if and to the extent required, a single class;simple majority of the votes cast by the Company Shares present in person or represented by proxy at the Company Meeting, excluding the votes cast by the Company Shareholders that are required to be excluded pursuant to MI 61-101 for purposes of the Arrangement;
(c) that, that the Company Meeting be held as a virtual-only shareholder meeting and that Company Shareholders who participate in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of Company Meeting by such virtual means will be deemed to present at the Company Meeting;
(d) for the grant virtual-only Company Meeting will be deemed to be held at the location of the Dissent Rights to those Company Shareholders who are Company’s registered Company Shareholdersoffice;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court;
(gf) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting;
(g) that, unless required in all other respects, other than as ordered by Securities Lawsthe Court, the terms, conditions and restrictions of the constating documents of the Company, including quorum requirements and other matters, shall apply in respect of the Company Meeting;
(h) that it is for the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) grant of the U.S. Securities Act Dissent Rights to registered holders of Company Shares as set forth in the Plan of Arrangement;
(i) for the notice requirements with respect to the issuance presentation of the Purchaser Shares to be issued pursuant application to the Arrangement, based on Court for the Court’s approval of the Arrangement; andFinal Order;
(ij) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the Companyother Party, such consent not to be unreasonably withheld or delayed;
(k) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive meeting materials and vote at the Company Meeting;
(l) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; and
(m) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior written consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Samples: Arrangement Agreement
Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before May 24, 2019the date specified in Section 2.3(a), the Company shall apply in a manner reasonably acceptable to the Purchaser, acting reasonably, Purchaser pursuant to Part 9, Division 5 Section 182 of the BCBCA OBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:
(a) for the class classes 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 the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% be two-thirds of the votes cast on the Arrangement Resolution such resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, voting together as a single class;
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s 's Constating Documents, including quorum requirements and all other matters, shall shall, unless varied by the Interim Order or other order of the Court, apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company ShareholdersShareholders as contemplated in the Plan of Arrangement;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) confirmation of the record date for the purposes of determining the Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
(h) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponements of the Company Meeting, unless required by Securities LawsLaw or with the prior written consent of the Purchaser;
(hi) that it is the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Shares to Company Meeting may be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangementheld in-person or be a virtual meeting or hybrid meeting whereby Shareholders may join virtually; and
(ij) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, but in any event on or before May 24, 2019, unless the Company shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with and the Purchaser (which shall otherwise agree, include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for a request that the Interim Order, which must Order provide, among other things:
(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Exeter Meeting and for the manner in which such notice is to be provided;
(b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% record date for the purposes of determining the votes cast on the Arrangement Resolution by Company Exeter Shareholders present in person or represented by proxy entitled to receive notice of and vote at the Exeter Meeting (which date shall be fixed and published by the Company Meeting, voting together as a single classin consultation with the Purchaser);
(c) that, in all other respects, for the terms, restrictions calling and conditions holding of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect Exeter Meeting for the purpose of considering the Company MeetingArrangement Resolution;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Exeter Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of by the Court;
(ge) that the record date for the Company Exeter Shareholders entitled to receive notice of and to vote at the Company Exeter Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting, Exeter Meeting unless required by Securities applicable Laws;
(f) that the requisite and sole approval of the Arrangement Resolution will be (i) 66⅔% of the votes cast on the Arrangement Resolution by Exeter Shareholders present in person or represented by proxy at the Exeter Meeting voting together as a single class; and (ii) if required under Applicable Law, a simple majority of the votes cast by Exeter Shareholders on the Arrangement Resolution excluding the votes for Exeter Shares held or controlled by “related parties” and “interested parties” as defined under MI 61-101;
(g) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Exeter Meeting;
(h) that it is the Purchaser’s intention Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance and exchange of the Purchaser Consideration Shares to be issued pursuant to the Arrangement, based subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Exeter Shareholders following a hearing of the Court to give approval of the Arrangement; andArrangement of which the Exeter Shareholders were given adequate notice advising them of their right to attend the hearing;
(i) for such other matters the grant of Dissent Rights to the Exeter Shareholders who are registered holders of Exeter Shares as contemplated in the Purchaser may reasonably require, subject Plan of Arrangement;
(j) for the notice requirements with respect to obtaining the prior consent presentation of the Companyapplication to the Court for the Final Order and in particular, such consent that in the event any materials are filed indicating an intention to oppose the granting of the Final Order, the Company may adjourn the hearing of the Final Order to a date not to be unreasonably withheld or delayed.later than one month from the date otherwise set for the hearing of the Final Order; and
(k) that, in all other respects, the terms, restrictions and conditions of the constating documents of the Company shall apply in respect of the Exeter Meeting;
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(a) shall, but in any event on or before May 24, 2019, unless the Company shall apply in and Canopy Growth otherwise agree, include a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for request that the Interim Order, which must Order provide, among other things:
(a) for the class classes of persons 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 confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall 66 2/3% purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy entitled to receive notice of and vote at the Company Meeting, voting together as a single classMeeting (which date shall be fixed and published by the Company in consultation with Canopy Growth);
(c) that, in all other respectsif a virtual-only Company Meeting is held with the approval of the Court, such meeting will be deemed to be held at the terms, restrictions and conditions location of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meetingregistered office;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of by the Court, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances;
(ge) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by Securities applicable Laws;
(f) that the requisite approval of the Arrangement Resolution (the “Required Shareholder Approval”) will be: (i) 662⁄3% of the votes cast on the Arrangement Resolution by the holders of Subordinated Voting Shares present in person or represented by proxy at the Company Meeting, (ii) 662⁄3% of the votes cast on the Arrangement Resolution by the holders of Multiple Voting Shares present in person or represented by proxy at the Company Meeting, and (iii) a simple majority of the votes cast on the Arrangement Resolution by the holders of Subordinated Voting Shares present in person or represented by proxy at the Company Meeting, excluding for purposes of (iii) the votes attached to Subordinated Voting Shares held or controlled by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;
(g) that in all other respects, the terms, conditions and restrictions of the Company’s Constating Documents, including quorum requirements and other matters shall apply with respect to the Company Meeting;
(h) that it is for the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) grant of the U.S. Securities Act with respect Dissent Rights to the issuance Company Shareholders who are registered holders of Company Shares as contemplated in the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval Plan of the Arrangement; and
(i) for such other matters as the Purchaser may reasonably require, subject notice requirements with respect to obtaining the prior consent presentation of the Company, such consent not application to be unreasonably withheld or delayedthe Court for the Final Order.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 24, 2019in sufficient time to permit the Company Meeting to be convened in accordance with Section 2.03, the Company shall apply shall, in a manner and form reasonably acceptable to Parent, apply to the Purchaser, acting reasonably, Court pursuant to Part 9, Division 5 section 192 of the BCBCA CBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Parent, prepare, file and diligently pursue pursue, an application to the Court for the Interim Order, which must shall provide, among other things:
(a) for the class classes of persons 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 the required level of approval for the Arrangement Resolution (the “Required Shareholder Approval”) for the Arrangement Resolution shall be (a) at least 66 2/3% of the votes cast on the Arrangement Resolution by Company the Shareholders present in person or represented by proxy at the Company Meeting, Meeting and entitled to vote at the Company Meeting voting together as a single class, and (b) if, and to the extent, required, a majority of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Company Meeting and entitled to vote at the Company Meeting voting together as a single class, excluding for this purpose votes attached to Shares held by Persons described in items (a) through (d) of section 8.1(2) of MI 61-101;
(c) that, in all other respectssubject to the discretion of the Court, the terms, restrictions Company Meeting may be held as a virtual-only or hybrid-virtual shareholder meeting and conditions of that Shareholders that participate in the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of Company Meeting by virtual means will be deemed to be present at the Company Meeting, including for purposes of establishing quorum;
(d) for the grant of the Dissent Rights only to those registered Shareholders as of the record date for the Company Shareholders who are registered Company ShareholdersMeeting as contemplated in the Plan of Arrangement;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed in writing by the Parties without the need for additional approval of the Court;
(g) that confirmation of the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting Meeting;
(h) that the record date will not not, unless agreed to in writing by Parent and the Company, change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities LawsLaw or the Court;
(hi) that it is the Purchaser’s intention Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of Exemption, subject to and conditioned on the U.S. Securities Act with respect Court’s determination that the Arrangement is substantively and procedurally fair to the issuance of the Purchaser Shares to be issued Shareholders pursuant to the Arrangement, based on to implement the transactions contemplated hereby in respect of the Shareholders;
(j) that each Shareholder, holder of Company Options and any other affected Person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order;
(k) that, subject to the foregoing and in all other respects, other than as ordered by the Court’s approval , the terms, restrictions and conditions of the ArrangementCompany’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(l) that the Parties may amend, modify and/or supplement the Plan of Arrangement in accordance with the terms thereof; and
(im) for such other matters as Parent or the Purchaser Company may reasonably require, subject to obtaining the prior consent of the Companyother, such consent not to be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.4(b)(i) shall, but in any event on or before May 24, 2019, unless the Company shall apply in and Parent otherwise agree, include a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for request that the Interim Order, which must Order provide, among other things:
(ai) for the class of persons 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 the required level of approval (the “Required Approval”ii) for the Arrangement Resolution shall 66 2/3% a confirmation of the votes cast on record date for the Arrangement Resolution by purposes of determining the Company Shareholders present in person or represented by proxy entitled to receive notice of and to vote at the Company Meeting, voting together as a single class;
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(diii) for the calling and holding of the Company Meeting for the purpose of considering the Arrangement Resolution;
(iv) that, subject to the discretion of the Court, the Company Meeting may be held as a virtual-only or hybrid meeting and that Company Shareholders that participate in the Company Meeting by virtual means will be deemed to be present at the Company Meeting;
(v) that the Company Meeting may be adjourned or postponed from time to time by the Company subject to the terms of this Agreement (including Section 2.8(i) or as otherwise agreed to by the Parties) without the need for any additional approval by the Court;
(vi) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Company Meeting, unless required by Law;
(vii) that the requisite and sole approval of the Arrangement Resolution will be the Company Shareholder Approval;
(viii) for the grant of the Dissent Rights to those the Company Shareholders who are registered Company Shareholdersshareholders of the Company, as contemplated in the Plan of Arrangement;
(eix) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fx) that, in all other respects, the terms, restrictions and conditions of the constating documents of the Company (including the Company Bylaws), including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(xi) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting may shall be adjourned or postponed from 48 hours (excluding days which are Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the time of the Company Meeting, subject to time waiver by the Company in accordance with the terms of this Agreement without the need for additional approval of the CourtAgreement;
(gxii) that the record date for the Company Shareholders entitled will not (A) waive any failure by any holder of Company Common Shares to timely deliver a notice of and to vote at exercise of Dissent Rights without the Company Meeting will prior written consent of Parent (which may not change in respect of be unreasonably withheld, conditioned or delayed), or (B) settle, compromise or make any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Dissent Rights without the issuance prior written consent of the Purchaser Shares to Parent (which may be issued pursuant to the Arrangement, based on the Courtgranted or withheld in Parent’s approval of the Arrangementsole and absolute discretion); and
(ixiii) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, Company (such consent not to be unreasonably withheld withheld, delayed or delayedconditioned), for such other matters as Parent may reasonably require.
Appears in 1 contract
Samples: Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/)
Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, but in any event on or before May 24, 2019, the Company shall apply to the Court in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 Section 195 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser YBCA and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application to the Court for the Interim Order, which must shall provide, among other things:
(a) for the class classes of persons 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 the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3be (i) at least 662⁄3% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting and (ii) a majority of the votes cast on the Arrangement Resolution by the Company Shareholders present or represented by proxy at the Company Meeting, voting together as a single classexcluding for this purpose the votes cast in respect of Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;
(c) that, that the Company Meeting be held as a hybrid shareholder meeting and that Company Shareholders who participate in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of Company Meeting by virtual means will be deemed to be present at the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court;
(ge) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting;
(f) that, unless required in all other respects, other than as ordered by Securities Lawsthe Court, the terms, conditions and restrictions of the constating documents of the Company, including quorum requirements and other matters, shall apply in respect of the Company Meeting;
(g) for the grant of the Dissent Rights to registered holders of Company Shares as set forth in the Plan of Arrangement;
(h) that it is for the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act notice requirements with respect to the issuance presentation of the Purchaser Shares to be issued pursuant application to the Arrangement, based on Court for the Court’s approval Final Order;
(i) confirmation of the Arrangementrecord date for the purposes of determining the Company Shareholders entitled to receive meeting materials and vote at the Company Meeting;
(j) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in the Yukon) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; and
(ik) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior written consent of the Companyother Party, such consent not to be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Samples: Arrangement Agreement (Turquoise Hill Resources Ltd.)
Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, hereof but in any event on or before May 24no less than seven Business Days after the date hereof and in sufficient time to permit the GameSquare Meeting to be convened in accordance with Section 2.3(1), 2019GameSquare covenants that it will, the Company shall apply in a manner acceptable to the PurchaserEngine Gaming, acting reasonably, pursuant to Part 9, Division 5 in accordance with the provisions of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)OBCA, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things:
(a) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company GameSquare Meeting and for the manner in which such notice is to be provided;
(b) that, except as required by Law, the record date for GameSquare Shareholders entitled to receive notice of and to vote at the GameSquare Meeting need not change in respect of any adjournment(s) or postponement(s) of the GameSquare Meeting or any other change, unless required by Law;
(c) that the required level of requisite approval (the “Required Approval”) for the GameSquare Arrangement Resolution shall be
(A) 66 2/3% of the votes cast on the GameSquare Arrangement Resolution by Company GameSquare Shareholders present in person Person or represented by proxy and entitled to vote at the Company GameSquare Meeting and (B) a majority of the votes cast on the GameSquare Arrangement Resolution by GameSquare Shareholders present in Person or represented by proxy and entitled to vote at the GameSquare Meeting, voting together as a single class;
(c) that, in all other respects, excluding votes attached to the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingGameSquare Shares that are required to be excluded pursuant to MI 61-101;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholdersas set forth in the Plan of Arrangement;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order, including a requirement that any respondent provide notice to Engine Gaming;
(f) that the Company GameSquare Meeting may be adjourned or postponed from time to time by the Company in accordance with GameSquare Board, subject to the terms of this Agreement Agreement, without the need for additional approval of the CourtCourt and without the necessity of first convening the GameSquare Meeting or first obtaining any vote of the GameSquare Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the GameSquare Board may determine is appropriate in the circumstances;
(g) that the record date for the Company GameSquare Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby GameSquare Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Lawsmay join virtually;
(h) that in all other respects, the terms, conditions and restrictions of GameSquare’s constating documents, including quorum requirements and other matters shall apply with respect to the GameSquare Meeting; and
(i) for such other matters as GameSquare or Engine Gaming may reasonably require, subject to obtaining the consent of the other Party (such consent not to be unreasonably withheld or delayed).
(2) In seeking the Interim Order, GameSquare shall advise the Court that it is the Purchaser’s intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Shares all Consideration Shares, Replacement Warrants, Replacement Options and Replacement RSUs to be issued pursuant to the Arrangement, Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is substantively and procedurally fair and reasonable to GameSquare Securityholders, as applicable, to whom such securities will be issued by Engine Gaming pursuant to the Arrangement; and
(i) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent following a hearing and after consideration of the Company, such consent not to be unreasonably withheld or delayedsubstantive and procedural terms and conditions thereof.
Appears in 1 contract
Samples: Arrangement Agreement
Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 24, 2019in sufficient time to permit the Company Meeting to be convened in accordance with Section 2.3(1), the Company shall apply to the Court, in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 Section 291(b) of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application for the Interim Order, the terms of which are acceptable to the Purchaser, acting reasonably, which must provide, among other things:
(a1) for the class Persons and classes of persons 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;
(b2) for confirmation of the record date for the Company Meeting;
(3) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3be: (i) 662/3% of the votes cast on the Arrangement Resolution by holders of Company Shareholders Shares, present in person or represented by proxy and entitled to vote at the Company Meeting, Meeting voting together as a single class; and (ii) if required by Law, a simple majority of the votes cast on the Arrangement Resolution by each class of outstanding Company Shares, excluding the votes for Company Shares held by “related parties” and “interested parties” as defined under MI 61-101;
(c4) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d5) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholdersas set forth in the Plan of Arrangement;
(e6) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f7) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g8) that the Company Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby Company Shareholders may join virtually;
(9) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities LawsLaw;
(h) that it is the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and
(i10) for such other matters as either of the Purchaser Parties may reasonably require, subject to obtaining the prior consent of the Companyother Party, such consent not to be unreasonably withheld or delayed; and
(11) that it is the intention of the Parties to rely upon the Section 3(a)(10) Exemption with respect to the issuance of the Consideration Shares to be issued pursuant to the Arrangement to the Company Shareholders in the United States, based on the Court’s approval of the Arrangement.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this Agreement, but and in any event on or before May 24by November 12, 20192021, the Company shall apply in a manner reasonably acceptable to the Purchaser, acting reasonably, Purchaser pursuant to Part 9, Division 5 section 192 of the BCBCA CBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application a motion for the Interim Order, which must shall provide, among other things:
(ai) for the class classes 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;
(bii) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of the Company Meeting and to vote at the Company Meeting (or consent to the Arrangement Resolution in writing, as applicable) in accordance with the Interim Order;
(iii) that the Company Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for additional approval of the Court;
(iv) that, notwithstanding the other provisions of the Interim Order relating to the Company Meeting, the Company Meeting may be dispensed with by the Company if the Company Shareholders holding 100% of the issued and outstanding Company Shares approve the Arrangement Resolution in writing;
(v) that the record date for the Company Shareholders entitled to notice of the Company Meeting and to vote at the Company Meeting (or consent to the Arrangement Resolution in writing, as applicable) will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws;
(vi) that (i) subject to the discretion of the Court, the Company Meeting may be held as a virtual-only or hybrid shareholder meeting and that Company Shareholders that participate in the Company Meeting by virtual means will be deemed to be present at the Company Meeting for all purposes thereof, and (ii) if a virtual-only Company Meeting is held with the approval of the Court, such Company Meeting will be deemed to be held at the location of the Company's registered office;
(vii) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% of be the votes cast on the Arrangement Resolution by Requisite Company Shareholders present in person or represented by proxy at the Company Meeting, voting together as a single classVote;
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;
(eviii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fix) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is the Purchaser’s intention parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of thereunder, subject to and conditioned on the U.S. Securities Act with respect Court’s affirmative determination, prior to the issuance of the Purchaser Shares Final Order approving the Arrangement, that the Arrangement is both substantively and procedurally fair to be issued Company Securityholders who are entitled to receive Consideration Shares, pursuant to the Arrangement;
(x) that, based on in all other respects, the Court’s approval terms, restrictions and conditions of the ArrangementCompany Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and
(ixi) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the Companyother, such consent not to be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, but in any event on or before May 24, 2019, unless the Company shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with and the Purchaser (which shall otherwise agree, include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for a request that the Interim Order, which must Order provide, among other things:
(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Detour Meeting and for the manner in which such notice is to be provided;
(b) that confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall 66 2/3% purposes of determining the votes cast on the Arrangement Resolution by Company Detour Shareholders present in person or represented by proxy entitled to receive notice of and vote at the Detour Meeting (which date shall be fixed and published by the Company Meeting, voting together as a single classin consultation with the Purchaser);
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Detour Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Detour Meeting or first obtaining any vote of the CourtDetour Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Detour Board may determine is appropriate in the circumstances;
(d) that the record date for the Detour Shareholders entitled to receive notice of and to vote at the Detour Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Detour Meeting, unless required by Law;
(e) that the requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Detour Shareholders present in person or represented by proxy and entitled to vote at the Detour Meeting, and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Detour Shareholders present in person or represented by proxy and entitled to vote at the Detour Meeting, excluding for the purposes of (ii) the votes for Detour Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;
(f) that in all other respects, the terms, conditions and restrictions of the Company's constating documents, including quorum requirements and other matters shall apply with respect to the Detour Meeting;
(g) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is the Purchaser’s intention Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of thereunder, subject to and conditioned on the U.S. Securities Act with respect Court's determination that the Arrangement is substantively and procedurally fair to the issuance of the Purchaser Detour Shareholders and Detour Optionholders who are entitled to receive Consideration Shares to be issued and Replacement Options, as applicable, pursuant to the Arrangement, based on ;
(h) for the Court’s approval grant of Dissent Rights to the Detour Shareholders who are registered holders of Detour Shares as contemplated in the Plan of Arrangement; and
(i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, but in any event on or before May 24, 2019, unless the Company shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with and the Purchaser (which shall otherwise agree, include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for a request that the Interim Order, which must Order provide, among other things:
(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Nomad Meeting and for the manner in which such notice is to be provided;
(b) that confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall 66 2/3% purposes of determining the votes cast on the Arrangement Resolution by Company Nomad Shareholders present in person or represented by proxy entitled to receive notice of and vote at the Nomad Meeting (which date shall be fixed and published by the Company Meeting, voting together as a single classin consultation with the Purchaser);
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Nomad Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Nomad Meeting or first obtaining any vote of the CourtNomad Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Nomad Board may determine is appropriate in the circumstances;
(d) that the record date for the Nomad Shareholders entitled to receive notice of and to vote at the Nomad Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Nomad Meeting, unless required by Law;
(e) that the requisite and sole approval of the Arrangement Resolution will be: (i) 662⁄3% of the votes cast on the Arrangement Resolution by the Nomad Shareholders present in person or represented by proxy and entitled to vote at the Nomad Meeting, and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Nomad Shareholders present in person or represented by proxy and entitled to vote at the Nomad Meeting, excluding for the purposes of (ii) the votes for Nomad Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;
(f) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Nomad Meeting;
(g) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is the Purchaser’s intention Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act with respect to thereunder, for the issuance of the Purchaser Consideration Shares and Replacement Options, subject to be issued and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Nomad Shareholders and Nomad Optionholders who are entitled to receive Consideration Shares and Replacement Options, as applicable, pursuant to the Arrangement, and based on the Court’s approval of the Arrangement;
(h) for the grant of Dissent Rights to the Nomad Shareholders who are registered holders of Nomad Shares as contemplated in the Plan of Arrangement; and
(i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this Agreement The application referred to in Section 2.2(b) shall, but in any event on or before May 24, 2019, unless the Company shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with and the Purchaser (which shall otherwise agree, include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for a request that the Interim Order, which must Order provide, among other things:
(a) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Teranga Meeting and for the manner in which such notice is to be provided;
(b) that confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall 66 2/3% purposes of determining the votes cast on the Arrangement Resolution by Company Teranga Shareholders present in person or represented by proxy and Teranga Optionholders entitled to receive notice of and vote at the Teranga Meeting (which date shall be fixed and published by the Company Meeting, voting together as a single classin consultation with the Purchaser);
(c) that, in all other respectssubject to the discretion of the Court, the terms, restrictions Teranga Meeting be held as a virtual- only or hybrid shareholder meeting and conditions of that Teranga Shareholders and Teranga Optionholders who participate in the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of Teranga Meeting by virtual means will be deemed to be present at the Company Teranga Meeting;
(d) for that, if a virtual-only Teranga Meeting is held with the grant approval of the Dissent Rights Court, such meeting will be deemed to those Company Shareholders who are be held at the location of the Teranga’s registered Company Shareholdersoffice;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Teranga Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Teranga Meeting or first obtaining any vote of the CourtTeranga Shareholders and Teranga Optionholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Teranga Board may determine is appropriate in the circumstances;
(f) that the record date for the Teranga Shareholders and Teranga Optionholders entitled to receive notice of and to vote at the Teranga Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Teranga Meeting, unless required by Law;
(g) that the record date for requisite and sole approval of the Company Arrangement Resolution will be: (i) 662/3% of the votes cast on the Arrangement Resolution by the Teranga Shareholders and the Teranga Optionholders present in Person or represented by proxy and entitled to notice of and to vote at the Company Meeting will not change Teranga Meeting, voting together as class; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Teranga Shareholders present in respect Person or represented by proxy and entitled to vote at the Teranga Meeting, voting together as class, excluding for the purposes of any adjournment(s(ii) the votes for Xxxxxxx Xxxxxx held or controlled by Persons described in items (a) through (d) of the Company Meeting, unless required by Securities LawsSection 8.1(2) of MI 61-101;
(h) that it is in all other respects, the Purchaserterms, conditions and restrictions of the Company’s intention constating documents, including quorum requirements and other matters shall apply with respect to the Teranga Meeting;
(i) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of thereunder, subject to and conditioned on the U.S. Securities Act with respect Court’s affirmative determination, prior to the issuance of the Purchaser Shares Final Order approving the Arrangement, that the Arrangement is both substantively and procedurally fair to be issued Teranga Shareholders who are entitled to receive Consideration Shares, pursuant to the Arrangement, based on Arrangement;
(j) for the Court’s approval grant of Dissent Rights to the Teranga Shareholders who are registered holders of Xxxxxxx Xxxxxx as contemplated in the Plan of Arrangement; and
(ik) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and, the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Arrangement Agreement
Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 24, 2019, the Company shall apply in a manner reasonably acceptable to the Purchaser, acting reasonably, Purchaser pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things:
(a) for the class class(es) 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 the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company MeetingMeeting and (ii) if required by MI 61-101, voting together as a single classminority approval in accordance with MI 61-101;
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other mattersrequirements, shall apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company ShareholdersShareholders as contemplated in the Plan of Arrangement;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
(h) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities applicable Laws;
(hi) that it is the Purchaser’s 's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Common Shares to be issued pursuant to the ArrangementArrangement in exchange for the Company Common Shares, based on the Court’s 's approval of the Arrangement; and
(ij) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the Companyother Party, such consent not to be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 24, 2019, the Company shall apply in a manner reasonably acceptable to the Purchaser, acting reasonably, Purchaser pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things:
(a) for the class class(es) 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 the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company MeetingMeeting and (ii) if required by MI 61-101, voting together as a single classminority approval in accordance with MI 61-101;
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other mattersrequirements, shall apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company ShareholdersShareholders as contemplated in the Plan of Arrangement;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
(h) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities applicable Laws;
(hi) that it is the Purchaser’s 's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s 's approval of the Arrangement; and
(ij) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the Companyother Party, such consent not to be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Samples: Arrangement Agreement
Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(a) shall, but in any event on or before May 24, 2019, unless the Company shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with and the Purchaser (which shall otherwise agree, include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for a request that the Interim Order, which must Order provide, among other things:
(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 the required level of approval (the “Required Approval”) for a record date for the Arrangement Resolution shall 66 2/3% purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy entitled to receive notice of and vote at the Company MeetingMeeting of not later than July 31, voting together 2016 (which date shall be fixed and published by the Company in consultation with the Purchaser and which may be changed with the consent of the Parties, acting reasonably, if required as a single classresult of clearing SEC comments);
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of by the Court;
(gd) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting;
(e) that the requisite and sole approvals of the Arrangement Resolution will be at least 662/3% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting;
(f) that in all other respects, unless required by Securities Lawsthe terms, conditions and restrictions of the Company’s constating documents, including quorum requirements with respect to meetings of Company Shareholders and other matters shall apply with respect to the Company Meeting;
(g) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement;
(h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and
(i) that it is the Purchaser’s intention Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Act, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Company Shareholders with respect to the issuance of the Purchaser Share Consideration in exchange for Company Shares to be issued pursuant to the Arrangement, based on Arrangement to implement the Court’s approval transactions contemplated hereby in respect of the Arrangement; Company Shareholders who are resident in the United States, and
, subject to the consent of the Company (isuch consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Arrangement Agreement (Thompson Creek Metals Co Inc.)
Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(a) shall, but in any event on or before May 24, 2019, unless the Company shall apply in and Canopy Growth otherwise agree, include a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for request that the Interim Order, which must Order provide, among other things:
(a) for the class classes of persons 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 confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall 66 2/3% purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy entitled to receive notice of and vote at the Company Meeting, voting together as a single classMeeting (which date shall be fixed and published by the Company in consultation with Canopy Growth);
(c) that, in all other respectsif a virtual-only Company Meeting is held with the approval of the Court, such meeting will be deemed to be held at the terms, restrictions and conditions location of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meetingregistered office;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of by the Court, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances;
(ge) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by Securities applicable Laws;
(f) that the requisite approval of the Arrangement Resolution (the “Required Shareholder Approval”) will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the holders of Subordinated Voting Shares present in person or represented by proxy at the Company Meeting, (ii) 66⅔% of the votes cast on the Arrangement Resolution by the holders of Multiple Voting Shares present in person or represented by proxy at the Company Meeting, and (iii) a simple majority of the votes cast on the Arrangement Resolution by the holders of Subordinated Voting Shares present in person or represented by proxy at the Company Meeting, excluding for purposes of (iii) the votes attached to Subordinated Voting Shares held or controlled by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;
(g) that in all other respects, the terms, conditions and restrictions of the Company’s Constating Documents, including quorum requirements and other matters shall apply with respect to the Company Meeting;
(h) that it is for the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) grant of the U.S. Securities Act with respect Dissent Rights to the issuance Company Shareholders who are registered holders of Company Shares as contemplated in the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval Plan of the Arrangement; and
(i) for such other matters as the Purchaser may reasonably require, subject notice requirements with respect to obtaining the prior consent presentation of the Company, such consent not application to be unreasonably withheld or delayedthe Court for the Final Order.
Appears in 1 contract
Samples: Arrangement Agreement
Interim Order. As soon as reasonably practicable after The application referred to in Section 2.2(c) shall, unless the date of this Agreement, but in any event on or before May 24, 2019Company, the Company shall apply in Purchaser agree otherwise, include a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for request that the Interim Order, which must Order provide, among other things:
(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 the required level of approval (the “Required Approval”) for a record date, for the Arrangement Resolution shall 66 2/3% purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy entitled to receive notice of and vote at the Company Meeting, voting together as a single classof not later than the date of the issue of the Initial Order, which date shall be fixed and published by the Company in consultation with the Purchaser;
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of by the Court;
(gd) that that, except as required by Law, the record date date, for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting Meeting, will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting;
(e) that the requisite approvals of the Arrangement Resolution will be at least 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting;
(f) that in all other respects, unless required by Securities Lawsthe terms, conditions and restrictions of the Company’s constating documents, including quorum requirements with respect to meetings of Company Shareholders and other matters, shall apply with respect to the Company Meeting;
(g) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares, as contemplated in the Plan of Arrangement;
(h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and
(i) that it is the Purchaser’s intention Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect Act, subject to the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based and conditioned on the Court’s approval determination that the Arrangement is substantively and procedurally fair to the Company Shareholders, and, subject to the consent of the Arrangement; and
Company (i) such consent not to be unreasonably withheld or delayed), the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 24the date that is the earliest of (x) the first Business Day that is eleven days after the initial filing of the Company Proxy with the SEC if (A) the SEC staff does not notify the Company that it will review the Company Proxy by such time, 2019or (B) the SEC staff notifies the Company that it will not review the Company Proxy and (y) five days following the date that the SEC staff notifies the Company that it has completed its review of the Company Proxy, the Company shall apply in a manner reasonably acceptable to the Purchaser, acting reasonably, Parent pursuant to Part 9, Division 5 Section 291 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:
(a) for the class classes of persons 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 the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be a special resolution, being a resolution approved by at least 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, voting together as a single class;
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall shall, unless varied by the Interim Order or other order of the Court, apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company ShareholdersShareholders as contemplated in the Plan of Arrangement;
(e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
(f) whether the Company Meeting will be held in-person or be a virtual meeting or hybrid meeting whereby Company Shareholders may join virtually;
(g) that the Company Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court;
(h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fi) that the Company Meeting may be adjourned and the Purchaser are authorized to make any revisions, amendments, or postponed from time supplements to time by the Company in accordance with the terms Plan of this Agreement without the need for additional approval of the CourtArrangement upon mutual agreement;
(gj) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is Laws or with the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) prior written consent of the U.S. Securities Act with respect to the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the ArrangementParent; and
(ik) for such other matters as the Parent or the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Arrangement Agreement (Masonite International Corp)
Interim Order. As soon as reasonably practicable after the date of this Agreement, but Agreement and in any event on or before prior to May 2422, 20192024, the Company shall apply in a manner reasonably acceptable to the Purchaser, acting reasonably, Purchaser pursuant to Part 9, Division 5 section 192 of the BCBCA CBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things:
(a) for the class classes 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) if required, an order extending the time for calling an annual meeting pursuant to Section 133(3) of the CBCA, such that the Company Meeting shall constitute both an annual and special meeting of the Company Shareholders;
(c) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders and the Company Equity Compensation Holders present in person or by proxy at the Company Meeting and entitled to vote at the Company Meeting voting together as a class and (ii) a simple majority of the votes cast on the Arrangement Resolution by the Company Shareholders present or represented by proxy at the Company Meeting and entitled to vote at the Company Meeting, voting together as a single classexcluding for this purpose the votes cast in respect of Common Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;
(cd) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other mattersrequirements, shall apply in respect of the Company Meeting;
(de) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company ShareholdersShareholders as at the Record Date and as contemplated in the Plan of Arrangement;
(ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(gh) confirmation of the record date for the purposes of determining the Company Shareholders and Company Equity Compensation Holders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order (which date shall be fixed and published by the Company in consultation with the Purchaser);
(i) that the record date for the Company Shareholders and Company Equity Compensation Holders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities applicable Laws;
(hj) that it is the Purchaser’s intention Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act with respect to thereof for the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based subject to and conditioned on the Court’s approval of determination that the Arrangement is substantively and procedurally fair to the Company Shareholders and the Company Equity Compensation Holders who are entitled to receive Purchaser Shares and/or Replacement Purchaser Options pursuant to the Arrangement; and
(ik) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the Companyother Party, such consent not to be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, but in any event on or before May 24July 31, 20192022, (provided however that should Court operations again become restricted due to the COVID-19 pandemic the foregoing date may be extended until the earlier of:
(a) the date on which the Court grants a telephonic or other remote means of hearing the motion for the Interim Order; and
(b) the earliest possible date on which the Court grants a hearing date for the motion for the Interim Order once it resumes normal operations), the Company Parent shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA Court and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser Company and the incorporation of all reasonable comments from the Purchaser thereon)Merger Sub, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things:
(ai) for the date on which the Parent Shareholder Meeting will be set;
(ii) for the class of persons to whom notice is to be provided in respect of the Arrangement Arrangement, the Parent Shareholder Meeting and the Company Shareholder Meeting and for the manner in which such notice is to be provided;
(biii) for confirmation of the record date for the Parent Shareholder Meeting;
(iv) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% be:
(A) two-thirds of the votes cast on the Arrangement Resolution by Company the Parent Shareholders present in person or represented by proxy at the Company Parent Shareholder Meeting; and
(B) if applicable, a simple majority of the votes cast on the Arrangement Resolution by Parent Shareholders present in person or represented by proxy at the Parent Shareholder Meeting, voting together as a single classexcluding votes cast by directors, senior officers and certain other parties of the Parent whose votes must be excluded pursuant to Multinational Instrument 61-101;
(cv) that, in all other respects, the terms, restrictions and conditions of the CompanyParent’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Parent Shareholder Meeting;
(dvi) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholdersas contemplated in the Plan of Arrangement;
(evii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fviii) that the Company Parent Shareholder Meeting may be adjourned or postponed from time to time by the Company Parent in accordance with the terms of this Agreement without the need for additional approval of the Court;
(gix) that the record date for the Company Parent Shareholders entitled to notice of and to vote at the Company Parent Shareholder Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Parent Shareholder Meeting, unless required by Securities Laws;
(hx) that it is the PurchaserParent’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Consideration Shares and the Replacement Options to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and
(ixi) for such other matters as either the Purchaser Parent or the Company may reasonably require, subject to obtaining the prior consent of the Companyother, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Arrangement Agreement and Plan of Merger (Yerbae Brands Corp.)
Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 24February 15, 20192021, the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser, acting reasonably, Purchaser pursuant to Part 9, Division 5 Section 182 of the BCBCA OBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application a motion for the Interim Order, which must provide, among other things:
(a) for the class persons and classes 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) for confirmation of the record date for the Company Meeting referred to in Section 2.3(1)(c);
(c) that the required level of approval (the “"Required Approval”") for the Arrangement Resolution shall 66 2/3be: (i) 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; (ii) the affirmative vote of the holders of Company Debentures on the Arrangement Resolution representing a majority of the aggregate principal amount of the Company Debentures; and (iii) any minority approval required by MI 61-101, voting together as a single classif applicable; and (iv) any other shareholder approvals required by the CSE;
(cd) that, in all other respects, the terms, restrictions and conditions of the Company’s 's Constating Documents, including quorum requirements and all other matters, shall (unless varied by the Interim Order) apply in respect of the Company Meeting;
(de) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company ShareholdersShareholders as contemplated in the Plan of Arrangement;
(ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(gh) that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually;
(i) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities LawsLaw;
(hj) that the deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; and
(k) that it is the Purchaser’s intention of the Parties to rely rely, by virtue of the Final Order, upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of the Purchaser Company Shares and the Consideration Shares to be issued pursuant to the ArrangementArrangement to Company Shareholders, holders of Company Convertible Securities and holders of TJAC Options, based on the Court’s 's approval of the Arrangement; and
(i) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 24February 15, 20192021, the Company shall apply to the Court in a manner reasonably acceptable to the Purchaser, acting reasonably, Purchaser pursuant to Part 9, Division 5 Section 182 of the BCBCA OBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application a motion for the Interim Order, which must provide, among other things:
(a) for the class persons and classes 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) for confirmation of the record date for the Company Meeting referred to in Section 2.3(1)(c);
(c) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3be: (i) 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; (ii) the affirmative vote of the holders of Company Debentures on the Arrangement Resolution representing a majority of the aggregate principal amount of the Company Debentures; and (iii) any minority approval required by MI 61-101, voting together as a single classif applicable; and (iv) any other shareholder approvals required by the CSE;
(cd) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall (unless varied by the Interim Order) apply in respect of the Company Meeting;
(de) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company ShareholdersShareholders as contemplated in the Plan of Arrangement;
(ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(gh) that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually;
(i) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities LawsLaw;
(hj) that the deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; and
(k) that it is the Purchaser’s intention of the Parties to rely rely, by virtue of the Final Order, upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of the Purchaser Company Shares and the Consideration Shares to be issued pursuant to the ArrangementArrangement to Company Shareholders, holders of Company Convertible Securities and holders of TJAC Options, based on the Court’s approval of the Arrangement; and
(i) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Arrangement Agreement
Interim Order. The Company shall apply to the Court, in a manner acceptable to Acquiror, acting reasonably, pursuant to the BCBCA for the Interim Order as follows:
(a) As soon as reasonably practicable after following the date of execution of this Agreement, but in any event no later than June 4, 2021 (provided that, if current Court operations are disrupted in response to the COVID-19 pandemic, the hearing date may be extended until the earliest possible date on which the Court will grant a hearing (whether in person, via telephone or before May 24, 2019other virtual means) for these purposes), the Company shall apply in a manner acceptable to the Purchaserfile, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation proceed with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application to the Court for the Interim Order, Order which must shall provide, among other things:
(ai) for the class classes 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;
(bii) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% be:
(A) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person (or virtually) or represented by proxy at the Company Meeting, voting together as a single class;
(cB) a majority of the votes cast by the Company Shareholders present in person (or virtually) or represented by proxy at the Company Meeting excluding for this purpose votes attached to the Company Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; and
(C) if and to the extent required by the Court, such other approval of Company Securityholders as may be required (collectively, the "Company Securityholder Approval");
(iii) that, (A) subject to the discretion of the Court, the Company Meeting may be held as a virtual-only or hybrid shareholder meeting and the Company Securityholders who attend the Company Meeting shall be deemed to be present at the Company Meeting for all purposes, included for quorum requirements, (B) if a virtual-only Company Meeting is held with the approval of the Court, such meeting will be deemed to be held at the location of the Company's registered office, and (C) in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documents's constating documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(div) for the grant of the Dissent Rights to those registered Company Shareholders who are registered Company Shareholdersas contemplated in the Plan of Arrangement;
(ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fvi) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court;
(gvii) that the record date for the Company Shareholders Securityholders entitled to notice of and to vote at the Company Meeting will not not, unless required by Law or agreed to in writing by Acquiror and the Company, change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(hviii) that it is the Purchaser’s intention Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of Exemption, subject to and conditioned on the U.S. Securities Act Court's determination that the Arrangement is substantively and procedurally fair to the Company Securityholders, with respect to the issuance of the Purchaser Consideration Shares to be issued the Company Securityholders pursuant to the Arrangement, based on ;
(ix) that each Company Securityholder and any other affected person shall have the Court’s approval right to appear before the Court at the hearing of the ArrangementCourt to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and
(ix) for such other matters as Acquiror or the Purchaser Company may reasonably require, subject to obtaining the prior consent of the Companyother, such consent not to be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable No later than three (3) Business Days after the date of this Agreement, but in any event on or before May 24, 2019Registration Statement has been declared effective by the SEC, the Company shall apply in a manner reasonably acceptable to the Purchaser, acting reasonably, Parent pursuant to Part 9, 9 Division 5 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser Spinco and the incorporation of all reasonable comments from the Purchaser thereon)Parent, prepare, file and diligently pursue an application a motion for the Interim Order, which must provide, among other things:
(a) for the class classes of persons 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 the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% be (i) two-thirds of the votes cast on such resolution by the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; (ii) two-thirds of the votes cast on such resolution by the holders of Company Class B Preferred Shares and Class A Series 2 Company Preferred Shares, voting together as a single classclass on an as converted basis; (iii) two-thirds of the votes cast on such resolution by the holders of Company Warrants; (iv) two-thirds of the votes cast on such resolution by the holders of Company Options; (v) three-quarters of the underlying value of the votes cast on such resolution by the holders of Company Notes and a majority of the holders of Company Notes; and (vii) any approval requirements as may be imposed by the Court.
(c) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law;
(cd) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Organizational Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(de) for the grant of the Dissent Rights to those Company Shareholders who are registered Company ShareholdersShareholders as contemplated in the Plan of Arrangement;
(ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is the PurchaserCompany’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Spinco Common Shares and other securities of Spinco as described herein to be issued pursuant to the Arrangement to Company Securityholders upon completion of the Arrangement, based on the Court’s approval of determination that the Arrangement is substantially and procedurally fair and reasonable to the Company Shareholders participating in the Arrangement; and
(i) for such other matters as the Purchaser Parent or Spinco may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayedacting reasonably.
Appears in 1 contract
Interim Order. As soon promptly as reasonably practicable after following the date execution of this Agreement, but Agreement so as to permit the Unitholder Meeting to be held within the time set forth in any event on or before May 24, 2019Section 2.3(a), the Company REIT and ArrangementCo shall apply to the Court in a manner acceptable to both the REIT and the Purchaser, acting reasonably, pursuant to Part 9, Division 5 section 192 of the BCBCA CBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application to the Court for the Interim Order, which must shall provide, among other things:
(a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Unitholder Meeting and for the manner in which such notice is to be provided;
(b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution (the “REIT Unitholder Approval”) shall 66 2/3% be: (i) more than 66⅔% of the votes cast on the Arrangement Resolution by Company Shareholders the REIT Unitholders present in person or represented by proxy at the Company MeetingUnitholder Meeting and, voting together as (ii) if, and to the extent, required, a single classmajority of the votes cast on the Arrangement Resolution by REIT Unitholders present in person or represented by proxy at the Unitholder Meeting excluding for this purpose votes attached to REIT Units held by Persons described in items (a) through (d) of section 8.1(2) of MI 61-101;
(c) that the Unitholder Meeting may be adjourned or postponed from time to time by the REIT Board subject to the terms of this Agreement without the need for additional approval of the Court;
(d) that the record date for REIT Unitholders entitled to notice of and to vote at the Unitholder Meeting will not change in respect of any adjournment(s) or postponement(s) of the Unitholder Meeting;
(e) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the Company’s Constating DocumentsDeclaration of Trust, including quorum requirements and all other matters, shall apply in respect of the Company Unitholder Meeting;
(df) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholdersholders of the REIT Units as set forth in the Plan of Arrangement;
(eg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and
(ih) for such other matters as the Purchaser or the REIT may reasonably require, subject to obtaining the prior consent of the Companyother Party, such consent not to be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Samples: Arrangement Agreement
Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, but in any event on or before May 24no later than February 15, 20192022, the Company shall apply to the Court in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 Section 182 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser OBCA and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application to the Court for the Interim Order, which must shall provide, among other things:
(a) for the class classes of persons 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 the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3be (i) at least 662/3% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, voting together as and (ii) a single classmajority of the votes cast on the Arrangement Resolution by the Company Shareholders present or represented by proxy at the Company Meeting, excluding for this purpose the votes cast in respect of Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;
(c) that, that the Company Meeting be held as a virtual-only shareholder meeting and that Company Shareholders who participate in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of Company Meeting by such virtual means will be deemed to be present at the Company Meeting;
(d) for the grant virtual-only Company Meeting will be deemed to be held at the location of the Dissent Rights to those Company Shareholders who are Company’s registered Company Shareholdersoffice;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board, subject to the terms of this Agreement Agreement, without the need for additional approval of the Court;
(f) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive meeting materials and vote at the Company Meeting;
(g) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is that, in all other respects, other than as ordered by the Purchaser’s intention to rely upon Court, the exemption from registration provided by Section 3(a)(10) terms, conditions and restrictions of the U.S. Securities Act constating documents of the Company, including quorum requirements and other matters, shall apply in respect of the Company Meeting;
(i) for the grant of the Dissent Rights to registered holders of Company Shares as set forth in the Plan of Arrangement;
(j) for the notice requirements with respect to the issuance presentation of the Purchaser Shares to be issued pursuant application to the ArrangementCourt for the Final Order;
(k) that each Company Shareholder shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a reasonable time;
(l) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, based Sundays and statutory holidays in Toronto, Ontario) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement;
(m) that the deadline to make the Cash Election shall be 5:00 pm (Toronto time) on the Court’s approval third Business Day prior to the Effective Time, subject to waiver by the Company in accordance with the terms of the Arrangementthis Agreement; and
(in) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior written consent of the Companyother Parties, such consent not to be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Samples: Arrangement Agreement
Interim Order. As soon promptly as reasonably practicable after following the date execution of this Agreement, but in any event on or before May 24, 2019, the Company shall apply to the Court in a manner acceptable to the PurchaserParent, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA andBCBCA, to schedule the Interim Order hearing with the Court for a date on or about the fifteenth (15th) calendar day immediately following the date of filing of the Parent Proxy Statement with the U.S. Securities Exchange Commission (“U.S. SEC”); provided that the Company shall reschedule such hearing if the SEC Clearance is not obtained (or not obtainable) by the third (3rd) business day prior to the date of the hearing; provided further that in the event such hearing is rescheduled, the Company shall use reasonable best efforts to reschedule such hearing to occur as soon as reasonably practicable following the receipt of SEC Clearance, in cooperation each case subject to the availability of the Court and subject to and in accordance with the Purchaser requirements of NI 54-101 with respect to the Company Meeting. Notwithstanding the foregoing, the Company shall not be required to schedule the Interim Order hearing for a date prior to the thirtieth (which 30th) day following the date of this Agreement. The Company shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things:
(a) for the class class(es) of persons 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) for confirmation of the record date for the purposes of determining the Company Securityholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
(c) that the record date for Company Securityholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournment(s) or postponement(s) of the Company Meeting unless required level of by the Court or by Law;
(d) that the Company Meeting may be held as a virtual or hybrid meeting, and that Company Securityholders that participate in the Company Meeting through virtual means, if applicable, will be deemed to be present at the Company Meeting;
(e) that the requisite approval (collectively, the “Required Company Securityholder Approval”) for the Arrangement Resolution shall 66 2/3be at least:
(i) 662/3% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting and voting as a single class;
(ii) 662/3% of the votes cast on the Arrangement Resolution by the Company Securityholders present in person or by proxy at the Company Meeting and voting as a single class; and
(iii) a majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, voting together as a single class, excluding, for this purpose, the votes cast by those Persons whose votes are required to be excluded by MI 61-101;
(cf) that, in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documentsconstating documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingMeeting unless otherwise ordered by the Court;
(dg) for the grant of the Dissent Rights to those the Company Shareholders who are registered Company ShareholdersShareholders as of the record date for the Company Meeting, as contemplated in the Plan of Arrangement;
(eh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fi) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement or as otherwise agreed between the Parties without the need for additional approval of the Court;
(gj) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is the Purchaser’s intention Parties intend to rely upon on the exemption from registration provided by Section section 3(a)(10) of the U.S. Securities Act with respect to for the issuance of Consideration Shares and the Purchaser Shares to be issued Parent Replacement Options pursuant to the Plan of Arrangement, based on subject to and conditioned upon the Court’s approval of the ArrangementArrangement and determination following a hearing that the Arrangement is substantively and procedurally fair and reasonable to each Person to whom Consideration Shares and the Parent Replacement Options will be issued; and
(ik) for such other matters as the Purchaser Parent or the Company may reasonably require, subject to obtaining the prior consent of the Companyother Party, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, but in any event on or before May 24, 2019, within 40 (forty) days following the date of this Agreement the Company shall apply to the Court in a manner acceptable to the PurchaserParent, acting reasonably, pursuant to Part 9, Division 5 Section 192 of the BCBCA CBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Parent, prepare, file and diligently pursue an application for the Interim Order, which must shall provide, among other things:
(ai) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting Shareholder Meeting, and for the manner in which such notice is to be provided;
(bii) for confirmation of the record date for the Company Shareholder Meeting referred to in Section 2.3(1).
(iii) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be 66 2/3% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Shareholder Meeting, voting together as a single class;.
(civ) that, in all other respects, that the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Shareholder Meeting;
(dv) for the grant of the Dissent Rights to those the Company Shareholders who are registered the Company Shareholders;
(evi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fvii) that the Company Shareholder Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;; and
(gviii) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Shareholder Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Shareholder Meeting, unless required by Securities Laws;
(h) that it is the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and
(i) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Arrangement Agreement
Interim Order. As soon as reasonably practicable after the date of this Agreement, but and in any event on or before May 24prior to October 27, 20192021, the Company shall apply Xxxxxxxx shall, in a manner and form acceptable to the PurchaserAgnico, acting reasonably, apply to the Court pursuant to Part 9, Division 5 section 182 of the BCBCA OBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Agnico, prepare, file and diligently pursue an application to the Court for the Interim Order, which must shall provide, among other things:
(a) for the class classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Xxxxxxxx Meeting and for the manner in which such notice is to be provided;
(b) confirmation of the record date for the purposes of determining the Xxxxxxxx Shareholders entitled to receive notice of and vote at the Xxxxxxxx Meeting in accordance with the Interim Order;
(c) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% be 66⅔% of the votes cast on the Arrangement Resolution by Company Xxxxxxxx Shareholders present in person or represented by proxy at the Company Meeting, voting together as a single class;
Xxxxxxxx Meeting and entitled to vote at the Xxxxxxxx Meeting (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting"Xxxxxxxx Shareholder Approval");
(d) that, subject to the discretion of the Court, the Xxxxxxxx Meeting may be held as a virtual-only or hybrid-virtual shareholder meeting and that Xxxxxxxx Shareholders that participate in the Xxxxxxxx Meeting by virtual means will be deemed to be present at the Xxxxxxxx Meeting, including for purposes of establishing quorum;
(e) that, if a virtual-only Xxxxxxxx Meeting is held with the approval of the Court, such Xxxxxxxx Meeting will be deemed to be held at the location of Kirkland's registered office;
(f) for the grant of the Dissent Rights only to those Company Xxxxxxxx Shareholders who are registered Company ShareholdersXxxxxxxx Shareholders as contemplated in the Plan of Arrangement;
(eg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fh) that the Company Xxxxxxxx Meeting may be adjourned or postponed from time to time by the Company Xxxxxxxx, in accordance with the terms of this Agreement Agreement, without the need for additional approval of the Court;
(gi) that the record date for the Company Xxxxxxxx Shareholders entitled to notice of and to vote at the Company Xxxxxxxx Meeting will not not, unless agreed to in writing by Agnico and Xxxxxxxx, change in respect of any adjournment(s) or postponement(s) of the Company Xxxxxxxx Meeting, unless required by Securities Lawsthe Court or Law;
(hj) that it is the Purchaser’s intention Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of Exemption, subject to and conditioned on the U.S. Securities Act with respect Court's determination that the Arrangement is substantively and procedurally fair to the issuance of Xxxxxxxx Shareholders and the Purchaser Xxxxxxxx Optionholders who are entitled to receive Consideration Shares to be issued or Agnico Replacement Options pursuant to the Arrangement, based on to implement the transactions contemplated hereby in respect of the Xxxxxxxx Shareholders and the Xxxxxxxx Optionholders;
(k) that each Xxxxxxxx Shareholder, Xxxxxxxx Optionholder and any other affected Person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order;
(l) that, subject to the foregoing and in all other respects, other than as ordered by the Court’s approval , the terms, restrictions and conditions of Kirkland's Constating Documents, including quorum requirements and all other matters, shall apply in respect of the ArrangementXxxxxxxx Meeting; and
(im) for such other matters as the Purchaser Agnico or Xxxxxxxx may reasonably require, subject to obtaining the prior written consent of the Companyother Party, such consent not to be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Interim Order. As soon The Interim Order shall provide for such matters as reasonably practicable after the date of this Agreementis customary, but in any event on or before May 24including, 2019, the Company shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for the Interim Order, which must provide, among other thingswithout limitation:
(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Contact Meeting and for the manner in which such notice is to be provided;
(b) a record date, for the purposes of determining the Contact Securityholders entitled to receive notice of the Contact Meeting and for the purposes of determining the Contact Stockholders entitled to vote at the Contact Meeting;
(c) that the required level Contact Meeting may be adjourned or postponed from time to time by Contact Nevada in accordance with the terms of this Agreement without the need for additional approval by the Court;
(d) that the “Required Approval”) for requisite approvals of the Contact Arrangement Resolution shall 66 2/3% will be at least 66⅔% of the votes cast on the Contact Arrangement Resolution by Company Shareholders the Contact Stockholders present in person or represented by proxy at the Company Meeting, Contact Meeting voting together as members of a single class;
(ce) that, that the requisite approvals of the BC Amalco Arrangement Resolution will be the consent of Contact Nevada as the sole shareholder of BC Amalco;
(f) that in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating DocumentsContact Nevada's constating documents, including quorum requirements with respect to meetings of Contact Stockholders and all other matters, shall apply in with respect of to the Company Contact Meeting;
(dg) that it is Contact's intention to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof (the "Section 3(a)(10) Exemption") with respect to the exchange of Contact Stock, Contact Options, Contact Warrants, Contact DSUs and Contact RSUs for, respectively, Post Continuation Shares, Post Arrangement Options, Post Arrangement Warrants, Post Arrangement Contact DSUs and Post Arrangement Contact RSUs to be issued pursuant to the Arrangement, based on the Court's approval of the Arrangement;
(h) for the grant of dissent rights to the Dissent Rights to those Company Shareholders who are registered Company ShareholdersContact Stockholders as contemplated in the Plan of Arrangement;
(ei) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and
(ij) for such other matters as the Purchaser Contact Nevada may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 24the date that is the earliest of (x) the first Business Day that is eleven days after the initial filing of the Company Proxy with the SEC if (A) the SEC staff does not notify the Company that it will review the Company Proxy by such time, 2019or (B) the SEC staff notifies the Company that it will not review the Company Proxy and (y) five days following the date that the SEC staff notifies the Company that it has completed its review of the Company Proxy, the Company shall apply in a manner reasonably acceptable to the Purchaser, acting reasonably, Parent pursuant to Part 9, Division 5 Section 291 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:
(a) for the class classes of persons 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 the required level of approval (the “"Required Approval”") for the Arrangement Resolution shall be a special resolution, being a resolution approved by at least 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, voting together as a single class;
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s 's Constating Documents, including quorum requirements and all other matters, shall shall, unless varied by the Interim Order or other order of the Court, apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company ShareholdersShareholders as contemplated in the Plan of Arrangement;
(e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
(f) whether the Company Meeting will be held in-person or be a virtual meeting or hybrid meeting whereby Company Shareholders may join virtually;
(g) that the Company Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court;
(h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(fi) that the Company Meeting may be adjourned and the Purchaser are authorized to make any revisions, amendments, or postponed from time supplements to time by the Company in accordance with the terms Plan of this Agreement without the need for additional approval of the CourtArrangement upon mutual agreement;
(gj) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is Laws or with the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) prior written consent of the U.S. Securities Act with respect to the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the ArrangementParent; and
(ik) for such other matters as the Parent or the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.3(a)(i) shall, but in any event on or before May 24, 2019, the Company shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser unless Anacott and the incorporation of all reasonable comments from the Purchaser thereon)Anacott Subsidiaries agree otherwise, prepare, file and diligently pursue an application for include a request that the Interim Order, which must Order provide, among other things:
(a) that the securities of Anacott for the class of persons which holders shall be entitled to whom notice is to be provided in respect of vote on the Arrangement and Resolution at the Company Meeting and for shall be the manner in which such notice is to be providedAnacott Common Shares;
(b) for a record date, for the purposes of determining the Anacott Shareholders entitled to receive notice of and vote at the Meeting, of not later than the date of issue of the Initial Order;
(c) that the Meeting may be adjourned or postponed from time to time by Anacott without the need for additional approval by the Court;
(d) that, except as required level by Xxx or subsequently ordered by the Court, the record date, for the Anacott Shareholders entitled to receive notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Meeting;
(e) the Anacott Shareholders shall be entitled to vote on the Arrangement Resolution, with each Anacott Shareholder being entitled to one vote for each Anacott Common Share held by such holder, such vote to be conducted by ballot;
(f) the requisite majority for the approval (the “Required Approval”) for of the Arrangement Resolution shall 66 2/3% be two-thirds of the votes cast on by the Arrangement Resolution by Company Anacott Shareholders present in person or represented by proxy at the Company Meeting, voting together as a single class;
(cg) that, that in all other respects, the terms, conditions and restrictions and conditions of the CompanyAnacott’s Constating Documentsconstating documents, including quorum requirements with respect to meeting of Anacott Shareholders and all other matters, shall apply in with respect of to the Company Meeting;
(dh) for the grant of the Dissent Rights to those Company the Anacott Shareholders who are registered Company Shareholders;holders of Anacott Common Shares, as set forth in the Plan of Arrangement; and
(ei) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and
(i) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Arrangement Agreement
Interim Order. As The Company agrees that as soon as reasonably practicable after the date of this Agreement, but in any event on or before May 24, 2019hereof, the Company shall apply in a manner reasonably acceptable to the Purchaser, Purchaser (acting reasonably, ) pursuant to Part 9, Division 5 section 192 of the BCBCA CBCA and, in cooperation with the Purchaser (which shall include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon)Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must application shall provide, among other things:
(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 the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall 66 2/3% be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, voting together as each Company Share entitling the holder thereof to one vote on the Arrangement Resolution and (ii) if, and to the extent required, a single classmajority of the votes cast on the Arrangement Resolution by Company Shareholders present and in person or represented by proxy at the Company Meeting excluding for this purpose votes attaching to Company Shares held by Hydrogen Company and any other persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating DocumentsDocuments as in effect as of the date hereof, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company ShareholdersShareholders as of the Record Date as contemplated in the Plan of Arrangement;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(g) that confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of receive material and to vote at the Company Meeting (“Record Date”) in accordance with the Interim Order, which date shall be no later than July 19, 2019;
(h) that the Record Date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Purchaser Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and
(i) for such other matters as the Company or Purchaser may reasonably require, subject to obtaining the prior consent of the Companyother Party, such consent not to be unreasonably withheld or delayedwithheld.
Appears in 1 contract
Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, but in any event on or before May 24, 2019, unless the Company shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with and the Purchaser (which shall otherwise agree, include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for a request that the Interim Order, which must Order provide, among other things:
(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Nomad Meeting and for the manner in which such notice is to be provided;
(b) that confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall 66 2/3% purposes of determining the votes cast on the Arrangement Resolution by Company Nomad Shareholders present in person or represented by proxy entitled to receive notice of and vote at the Nomad Meeting (which date shall be fixed and published by the Company Meeting, voting together as a single classin consultation with the Purchaser);
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Nomad Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Nomad Meeting or first obtaining any vote of the CourtNomad Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Nomad Board may determine is appropriate in the circumstances;
(d) that the record date for the Nomad Shareholders entitled to receive notice of and to vote at the Nomad Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Nomad Meeting, unless required by Law;
(e) that the requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Nomad Shareholders present in person or represented by proxy and entitled to vote at the Nomad Meeting, and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Nomad Shareholders present in person or represented by proxy and entitled to vote at the Nomad Meeting, excluding for the purposes of (ii) the votes for Nomad Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;
(f) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Nomad Meeting;
(g) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by Securities Laws;
(h) that it is the Purchaser’s intention Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act with respect to thereunder, for the issuance of the Purchaser Consideration Shares and Replacement Options, subject to be issued and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Nomad Shareholders and Nomad Optionholders who are entitled to receive Consideration Shares and Replacement Options, as applicable, pursuant to the Arrangement, and based on the Court’s approval of the Arrangement;
(h) for the grant of Dissent Rights to the Nomad Shareholders who are registered holders of Nomad Shares as contemplated in the Plan of Arrangement; and
(i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.
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Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, but in any event on or before May 24, 2019, unless the Company shall apply in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with and the Purchaser (which shall otherwise agree, include the review of all relevant documents by the Purchaser and the incorporation of all reasonable comments from the Purchaser thereon), prepare, file and diligently pursue an application for a request that the Interim Order, which must Order shall provide, among other things:
(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 confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall 66 2/3% purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and Company Optionholders entitled to receive notice of and to vote at the Company Meeting, voting together as a single classMeeting (which date shall be fixed and published by the Company in consultation with the Purchaser);
(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the CourtCompany Shareholders and Company Optionholders respecting the adjournment or postponement, and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Company Board may determine is appropriate in the circumstance;
(gd) that the record date for the Company Shareholders and Company Optionholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities LawsLaw;
(he) that it is the Purchaserrequisite and sole approval of the Arrangement Resolution shall be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders and Company Optionholders, voting as a single class, present in person or represented by proxy and entitled to vote at the Company Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders, excluding for this purpose the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;
(f) that in all other respects, the terms, conditions and restrictions of the Company’s intention constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting;
(g) that the Purchaser intends to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act with respect to thereunder for the issuance of the Purchaser Consideration Shares and Replacement Options, subject to be issued and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders and Company Optionholders who are entitled to receive Consideration Shares and Replacement Options, respectively, pursuant to the Arrangement, Arrangement and based on the Court’s approval of the Arrangement;
(h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement;
(i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(j) that each Company Shareholder, Company Optionholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and
(ik) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld withheld, conditioned or delayed.
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Samples: Arrangement Agreement
