Interim Period Covenants. During the period from the date hereof to the Closing, the Company hereby covenants and agrees as follows:
(a) the Company shall comply with:
(i) all Applicable Laws (other than Applicable Laws of the United States) in all material respects, including, to the extent applicable, the CDSA, the Cannabis Act, if in force at the applicable time, any and all Laws prescribed by and in respect of the ACMPR and all other Laws (other than Laws applicable to the United States) relating to Cannabis which are applicable to the Company’s business, affairs and operations, and, including for greater certainty, the rules of the TSX, NYSE and any other stock or securities exchange, marketplace or trading market upon which the Company has sought and obtained listing of its securities; and
(ii) all Applicable Laws of the United States in all respects, including, to the extent applicable, the Controlled Substances Act and all other Laws relating to Cannabis which are applicable to the Company’s business, affairs and operations in the United States, and, including for greater certainty, the rules of the TSX, NYSE and any other stock or securities exchange, marketplace or trading market upon which the Company has sought and obtained listing of its securities;
(b) subject to Section 5.2(b), the Company shall only carry on any business, affairs or operations or maintain any activities in Canada and other markets to the extent such business, affairs and operations are lawful in such markets or become lawful in such markets after the date hereof;
(c) the Company shall deliver to the Purchaser, as promptly as practicable, but in any event no later than 15 days after the end of each month, a compliance certificate executed by a senior officer of the Company, in the form attached to this Agreement as Exhibit E;
(d) the Company shall comply in all respects with its internal compliance programs designed to detect and prevent violations of any Applicable Laws related to the Cannabis industry and shall periodically review and update its internal compliance programs to account for any changes in Laws applicable to the Company’s business, affairs or operations;
(e) the Company shall promptly notify and consult the Purchaser in connection with: (i) any and all matters relating to any potential, actual or alleged violation of, or non-compliance with, Laws applicable to the United States; (ii) any and all material matters relating to any violations of, or non-compliance with, any Laws other tha...
Interim Period Covenants. (a) During the Interim Period, the Principals have caused the Company to conduct its Business in the ordinary course as previously conducted and to use its commercially reasonable efforts to preserve intact its business organization and relationships with third parties. Without limiting the generality of the foregoing, during the Interim Period, except as otherwise contemplated by this Agreement, the Principals have caused the Company not to, without the prior written consent of the Buyer, undertake any of the matters set out in Annex II. The Buyer acknowledges and agrees that the Company and the Principals may undertake the matters set out in Annex III.
(b) During the Interim Period, the Principals have caused the Company to: (i) give to the Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the Company, including reasonable access to employees and suppliers of the Company, (ii) furnish, to the Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company as such persons may reasonably request, and (iii) instruct the employees, counsel and financial advisors of the Company to cooperate with the Buyer in its investigation of the Company. The Buyer’s rights pursuant to the representations, warranties and covenants in its favour in this Agreement shall not be reduced or adversely affected as a result of any access provided to it, or investigations or inspections conducted by it or knowledge which it has or acquires.
(c) During the Interim Period, the Principals have provided to the Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the books and records of the Principals relating to the Company.
(d) The Principals shall, at their own expense, and shall cause the Company to, and, if required, with the full cooperation and assistance of the Buyer, use commercially reasonable efforts to obtain prior to the date of Closing, any consents or waivers of third parties which are required to sell and transfer the Company Shares to the Buyer and to allow the Buyer to conduct the Company’s Business as it is conducted as of the date hereof.
Interim Period Covenants. Section 6.1 Conduct of the Business Prior to Closing.
(1) Subject to the Pre-Closing Reorganization, during the Interim Period, the Vendor shall cause the Purchased Corporations to conduct their businesses in the Ordinary Course.
(2) Without limiting the generality of the foregoing, except with the prior written consent of the Purchaser or as required to carry out the Pre-Closing Reorganization (which, for greater certainty, will not require the consent of the Purchaser), the Vendor shall cause each Purchased Corporation to:
(a) not cause or permit to exist a breach of any representations and warranties of the Vendor contained in this Agreement;
(b) conduct the business in such a manner that on the Closing Date such representations and warranties will be true and correct in all material respects as if they were made on and as of such date;
(c) preserve intact the current business organization of the Purchased Corporations;
(d) to the extent reasonably practicable, maintain good relations with, and the goodwill of, suppliers, creditors and all other Persons having business relationships with the Purchased Corporations, provided that this Section 6.1(2)(d) shall not require the Purchased Corporations to make any payments to such Persons;
(e) retain possession and control of the assets of the business and preserve the confidentiality of any confidential or proprietary information of the Purchased Corporation;
(f) maintain the assets of each of the Purchased Corporation consistent with past practice;
(g) not do any of the following:
(i) make any capital expenditure or commitment to do so in respect of either Purchased Corporation that, individually or in the aggregate, exceeds $10,000;
(ii) accrue any new Indebtedness that, individually or in the aggregate, exceeds $10,000;
(iii) sell, transfer, pledge, lease or otherwise dispose of any of the assets of the Purchased Corporations;
(iv) declare or pay any dividend or other distribution on or in respect of any shares in either of the Purchased Corporations, or purchase, redeem or acquire any of such shares;
(v) fail to notify the Purchaser promptly of any material change in relation to the Purchased Corporations;
(vi) fail to prosecute with commercially reasonable efforts any pending applications to any Governmental Entities, provided that the Vendor shall not be required to make any expenditures with respect to any such prosecution;
(vii) make any loan or advance to, or any capital contribution or investment in...
Interim Period Covenants. The Company covenants and agrees, during the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, as follows:
Interim Period Covenants. The Company hereby covenants and agrees as follows:
(a) the Company shall not complete Project Frontrunner unless and until the transactions contemplated by this Agreement are completed on the terms and conditions of this Agreement;
(b) neither the Company nor the Company Board will fail to unanimously recommend or withdraw, amend, modify or qualifies, or publicly propose or state an intention to withdraw, amend, modify or qualify, the Company Board Recommendation.
Interim Period Covenants. With respect to the period commencing on the Commutation Closing Date and ending on the date that the transactions described in Sections 1.5 through 1.7 hereof are consummated, it is hereby agreed as follows:
(a) All capitalized terms used but not defined in this Section 4.2 shall have the respective meanings given to them in the Letter of Credit Agreement (the "LOC Agreement") dated as of January 27, 1998, as amended, among Oracle, the financial institutions signatory thereto and the Agent, as Administrative Agent.
(b) DI and Oracle shall, notwithstanding the termination of the LOC Agreement on the Commutation Closing Date, be bound by and observe the covenants contained in Sections 6.4 through 6.11, Section 7.1, Sections 7.3 through 7.5, Sections 7.7 through 7.10, and Sections 7.17 through 7.24 of the LOC Agreement (as to DI, in each case, as if such covenants by their terms applied directly to DI, except that nothing therein shall be in any way construed to limit or restrict the performance by DI of its obligations hereunder), each of which covenants, inclusive of the applicable definitions and other provisions of the LOC Agreement utilized or referenced therein, is incorporated herein by reference.
Interim Period Covenants. Between the time of this Agreement and Closing, the Company shall and shall cause the Group Companies to (i) conduct their business in the Ordinary Course of Business; and (ii) take necessary steps to complete the transactions contemplated under this Agreement to consummate the Merger. Between the time of this Agreement and Closing, the Company shall not, and shall procure that each Group Company [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. does not take any of the following without the Parent Group’s consent (whose response to any such request shall not be unreasonably conditioned, delayed or withheld):
(a) make any material alterations to the existing business of the Group Companies or enter into any Material Contracts with high-risk merchants as determined by the Parent Group (acting reasonably);
(b) refinance or repay any material Indebtedness (including by way of raising funds or issuing shares) other than issuing shares upon the exercise of Company Options, Company Warrant as per the terms of this Agreement;
(c) any actions as required in accordance with applicable Law or by any Governmental Authorities in relation to the EU CI License or in obtaining the Regulatory Approvals or the OFAC License or any matters in respect of any litigation or Proceedings pending in respect of [***] other than such actions would otherwise be taken in the Ordinary Course of Business yet without derogating from the covenants set out in Section 6.10 herein;
(d) as required by or expressly permitted by this Agreement including so as to effect the Merger, including applications to any Governmental Authority or courts of Law for such purpose;
(e) adopt or propose any change in its Organizational Documents;
(f) merge or consolidate with any other Person, or restructure, reorganize, or completely or partially liquidate;
(g) effect any Recapitalization Event or make any material change to the capital structure of the Company other than to the extent contemplated in this Agreement;
(h) fail to make any required filings with any Governmental Authority or fail to apply for or renew any material Banking License within the stipulated timeframe, in each case necessary for the operation of the Company’s and its Subsidiaries’ business as presently conducted;
(i) enter into, terminate or make any material...
Interim Period Covenants. During the Interim Period, except as otherwise set forth in this Agreement or as otherwise consented to by the Investor (which consent will not be unreasonably withheld, conditioned or amend the articles of the Corporation;
(a) adopt a plan of complete or partial liquidation, dissolution, restructuring, arrangement, recapitalization or other reorganization;
(b) purchase, redeem or otherwise acquire any outstanding shares of the Corporation other than in accordance with their terms;
(c) take any action that would materially delay, prohibit or impede the Amendments or the transactions contemplated by the Investor Rights Agreement;
(d) enter into or otherwise engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate with any Person (other than the Investor or any of its Affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, it being acknowledged and agreed that the Corporation may communicate with any Person for purposes of advising such Person of the restrictions in this Agreement;
(e) solicit or initiate any inquiries, proposals or offers that constitutes, or that may reasonably be expected to lead to, any Acquisition Proposal;
(f) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to the Investor, the approval or recommendation of this Agreement or the Amendments by the Board or any of its committees;
(g) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal;
(h) release any Person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other agreement with such Person that would facilitate the making or implementation of any Acquisition Proposal; or
(i) agree in writing to take any of the foregoing actions.
Interim Period Covenants. From March 5, 2021 through and including the Initial Closing Date, the Corporation and its Subsidiaries (as defined in the Existing Senior Credit Agreement as in effect on March 5, 2021) shall have complied in all respects with the Interim Period Covenants.
Interim Period Covenants. (a) During the Interim Period and other than as set out in Schedule A, without the prior written consent of the Investor, the Company shall not, directly or indirectly, issue, sell, dispose of, or agree to issue, sell, dispose of any Equity Securities.
(b) Without limiting the generality of Section 4.2, the Company shall do the following during the Interim Period:
(i) permit the Investor and its legal counsel to conduct such full and comprehensive review of the Company’s business, capital, operations, customers, suppliers and principals, as the Investor, in its sole discretion, considers reasonably necessary; and
(ii) if a material change (actual, anticipated, contemplated or threatened, financial or otherwise) occurs in respect of the Company or the Subsidiaries, or a change in a material fact occurs of which the Company becomes aware, or any change occurs which causes any representation or warranty of the Company contained in this Agreement or any certificates or documents delivered by it become materially untrue or incorrect, the Company will:
A. as soon as practicable, notify the Investor in writing, setting forth the particulars of such change;
B. as soon as practicable, issue and file with the applicable regulatory authorities any press release required by Securities Laws that is authorized by a senior officer disclosing the nature and substance of the change;
C. as soon as practicable, and in any event no later than 10 days after the date on which the change occurs, file with the Securities Regulators any report required by Securities Laws which discloses the change; and
D. provide advance drafts of such press release and such report to the Investor and their legal counsel.
