Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with the mutual consent of West Fraser and Norbord: (a) the Norbord Shareholder Approval shall have been obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement; (b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement; (c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise; (d) the TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX; (e) the Key Regulatory Approvals shall have been obtained; (f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;
Appears in 3 contracts
Samples: Arrangement Agreement (Norbord Inc.), Arrangement Agreement (Norbord Inc.), Arrangement Agreement
Mutual Conditions Precedent. The respective obligations of the Parties to complete the transactions contemplated by this Agreement and for Extendicare to file the Arrangement are Filings in order to give effect to the Arrangement shall be subject to the fulfillment, on or before the Effective Time, of each satisfaction of the following conditions precedent, each of which may only be waived, in whole or in part, with the mutual consent of West Fraser and Norbordconditions:
(a) the Norbord Shareholder Approval Interim Order shall have been obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and granted in form and substance satisfactory to each Partythe Parties, acting reasonably, not later than September 30, 2006 or such later date as the Parties may agree and shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, Parties on appeal or otherwise;
(b) the Arrangement Resolution shall have been approved by not less than two-thirds of the votes cast by the Shareholders, in person or by proxy, at the Meeting, with the Extendicare Multiple Voting Shares and Extendicare Subordinate Voting Shares, each being entitled to vote separately as a class;
(c) the Final Order approving the Arrangement shall have been obtained from the Court in form and substance satisfactory to the Parties;
(d) the TSX shall have conditionally approved the listing thereon Articles of Arrangement, together with a copy of the West Fraser Shares to be issued as the Consideration pursuant to the Plan of Arrangement and the West Fraser Shares issuable on Final Order and such other materials as may be required by the exercise Director, in form and substance satisfactory to the Parties, shall have been filed with the Director in accordance with subsection 192(6) of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXCBCA;
(e) all necessary consents, orders, rulings, approvals, opinions and assurances, including regulatory, judicial, third party and advisor opinions, approvals and orders, required for the Key Regulatory Approvals completion of the transactions provided for in the Arrangement Agreement and the Plan of Arrangement shall have been obtainedobtained or received;
(f) other than no action shall have been instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in connection with a Regulatory Action addressed in Section 6.1(g) belowrespect of, or damages on account of, or relating to, the Arrangement, there shall not exist be in force any prohibition at Laworder or decree restraining or enjoining the consummation of the transactions contemplated by the Arrangement Agreement and no cease trading or similar order with respect to any securities of any of the Parties shall have been issued and remain outstanding;
(g) all Options not exercised prior to the Meeting shall have been cancelled by Extendicare;
(h) none of the consents, orders, rulings, decisions, approvals, opinions or assurances required for the implementation of the Arrangement shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by any of the Parties, each acting reasonably;
(i) no law, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement, including any material change to the income tax laws of Canada or the United States, or any province, state or territory thereof, or which would have a cease trade ordermaterial adverse effect upon Shareholders, injunction Extendicare or other prohibition or order at Law or the REIT Group if the Arrangement is completed;
(j) the conditional approval of the TSX of the listing of the Extendicare Common Shares issuable under applicable legislationthe Plan of Arrangement and the REIT Units to be issued pursuant to the Arrangement (and upon exchange of the Exchangeable LP Units) shall have been obtained, subject only to the filing of required documents which cannot be filed prior to the Effective Date;
(k) the Pre-Arrangement Transactions shall have been completed;
(l) Shareholders holding more than 1% of the outstanding Extendicare Shares shall not have exercised their Dissent Rights;
(m) Shareholders who immediately prior to the Effective Time are not resident in Canada within the meaning of the Income Tax Act (Canada) (based on reasonable evidence available to the board of directors of Extendicare) and there who are to receive REIT Units under the Arrangement shall not, immediately following Closing, own in excess of 40% of all then outstanding REIT Units;
(n) this Agreement shall not have been any action taken terminated under any Law Article 5;
(o) the Registration Statement shall have been declared effective by any Governmental Entity or other regulatory authority or any other Personthe United States Securities and Exchange Commission;
(p) the Separation Agreement and Tax Allocation Agreement shall have been entered into; and
(q) the conditional approval of the New York Stock Exchange to the listing of the shares of Class A common stock of ALC to be distributed pursuant to the ALC Distribution shall have been obtained, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating subject only to the Arrangement;filing of required documents which cannot be filed prior to the Effective Date.
Appears in 3 contracts
Samples: Arrangement Agreement (Extendicare Real Estate Investment Trust), Arrangement Agreement (Assisted Living Concepts Inc), Arrangement Agreement (Assisted Living Concepts Inc)
Mutual Conditions Precedent. The obligations of the Parties to complete consummate the Arrangement are subject to the fulfillment, on fulfillment or before the Effective Time, waiver of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Arrangement Resolution shall have received the Requisite GWRC Shareholder Approval shall have been obtained at the Norbord Arrangement Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval Merger shall have been obtained at received the West Fraser Meeting Requisite GWRI Stockholder Approval in accordance with applicable Law and this Agreementthe DGCL;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablythe Agreement, and shall not have been set aside aside, amended or modified in a manner unacceptable to either of the PartiesGWRC and GWRI, each acting reasonably, on appeal or otherwise;
(d) no Governmental Entity having jurisdiction over any Party shall have enacted, issued, promulgated, enforced or entered any Law which has become final and non-appealable and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;
(e) the completion of the US IPO on the Effective Date;
(f) the NASDAQ shall have approved the listing of the shares of common stock of GWRI, subject only to the satisfaction of customary listing conditions of the NASDAQ;
(g) the TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise shares of the Replacement Optionscommon stock of GWRI, subject, in each case, subject only to the satisfaction of customary listing conditions of the TSX;; and
(eh) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there this Agreement shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;terminated in accordance with its terms.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Global Water Resources, Inc.)
Mutual Conditions Precedent. The respective obligations of the Parties to complete consummate the Arrangement transactions contemplated herein are subject to the fulfillmentsatisfaction, on or before the Effective TimeClosing Date, of each of the following conditions precedent, each any of which may only be waivedwaived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions:
(a) the approval of the Target Shareholders to the Private Placement and Change of Management, if required, (in each case as may be required by the TSXV and the CSE) shall have been obtained, unless the TSXV and the CSE have waived the requirement for Target Shareholder approval of the Private Placement and Change of Management;
(b) the TSXV and the CSE shall have conditionally approved the completion of the Private Placement and the Change of Management on terms and conditions satisfactory to the Initial Investor Group and Target, each acting reasonably;
(c) there shall have been no action taken under Applicable Laws, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Entity, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the transactions contemplated herein; or
(ii) results in a judgement preventing, or assessment of material damages directly or indirectly relating to, the transactions contemplated herein. The foregoing conditions are for the mutual benefit of the Initial Investor Group, on the one hand, and Target, on the other hand, and may be asserted by either of the Initial Investor Group or Target regardless of the circumstances and may be waived by the Initial Investor Group or Target (with respect to itself) in their sole discretion, in whole or in part, with the mutual consent of West Fraser at any time and Norbord:
(a) the Norbord Shareholder Approval shall have been obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory from time to each Party, acting reasonably, and shall not have been set aside or modified in a manner unacceptable time without prejudice to either of the Parties, acting reasonably, on appeal or otherwise;
(d) the TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX;
(e) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Personrights which such Party may have, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;subject to Section 7.1.
Appears in 2 contracts
Samples: Reorganization and Investment Agreement, Reorganization and Investment Agreement
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, fulfillment of each of the following conditions precedent, precedent on or before the Effective Time or the waiver by each of which may only be waived, in whole or in part, with Correvio and Purchaser to the mutual consent extent permitted by applicable Law and without prejudice to their right to rely on the fulfilment of West Fraser and Norbordany other of such conditions:
(a) the Norbord Shareholder Approval shall have been obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have having been obtained granted on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonably, and shall the Interim Order not have having been set aside or modified in a manner unacceptable to either of Party, acting reasonably, on appeal or otherwise;
(b) the PartiesCorrevio Arrangement Resolution having been passed by the Correvio Shareholders in accordance with the Interim Order;
(c) the Final Order having been granted on terms consistent with this Agreement and the Final Order not having been set aside or modified in a manner unacceptable to either Party, acting reasonably, on appeal or otherwise;
(d) the TSX there shall have conditionally approved been no action taken under any applicable Law or by any Governmental Entity of competent jurisdiction which make it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the listing thereon completion of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXArrangement;
(e) the Articles of Arrangement to be filed with the Director in accordance with this Agreement shall be in form and substance acceptable to the Parties, each acting reasonably;
(f) this Agreement shall not have been terminated in accordance with its terms; and
(g) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;.
Appears in 2 contracts
Samples: Arrangement Agreement (Correvio Pharma Corp.), Arrangement Agreement
Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are Transaction shall be subject to the fulfillmentsatisfaction, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with waived by the mutual consent of West Fraser Purchaser and NorbordRoyal:
(a) the Norbord Shareholder Approval Transaction Resolution shall have been obtained approved by 66 2/3% of the votes cast on the Transaction Resolution by the Royal Shareholders present in person or by proxy at the Norbord Meeting in accordance with the Interim Order, applicable Law and this AgreementRoyal Meeting;
(b) the West Fraser Shareholder Approval Transaction shall have been obtained approved at the West Fraser Royal Meeting in accordance with applicable Law and this Agreementany conditions in addition to those set out in Section 6.1(a) which may be imposed by the Interim Order;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in a form and substance satisfactory to each Partythe Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the such Parties, acting reasonably, on appeal or otherwise;
(d) the TSX Articles of Arrangement shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant in content consistent with this Agreement and in form satisfactory to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXParties acting reasonably;
(e) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the Key effect of making the Transaction illegal or otherwise preventing or prohibiting consummation of the Transaction;
(f) (i) the Regulatory Approvals shall have been obtained;; (ii) any consent, approval or waiting period under the antitrust or competition legislation of any other relevant jurisdiction applicable to the Transaction shall have been obtained or shall have expired or been terminated, as applicable; and (iii) the approvals or notifications that may be required under any applicable Law of any country outside Canada and the United States shall have been obtained or made, except, in the case of this clause (iii), where the failure to so obtain or make would not have a Material Adverse Effect on Royal or Purchaser; and
(fg) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there this Agreement shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;terminated pursuant to Article 8.
Appears in 2 contracts
Samples: Arrangement Agreement (Georgia Gulf Corp /De/), Arrangement Agreement (Royal Group Technologies LTD)
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Requisite Approval shall have been obtained at the Norbord Company Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either of Parent or the PartiesCompany, acting reasonably, on appeal or otherwise;
(c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;
(d) the TSX Regulatory Approvals shall have conditionally approved been obtained (or the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Optionsapplicable waiting periods, subjectincluding extensions thereof, in each case, to the satisfaction of customary listing conditions of the TSXshall have expired);
(e) the Key Regulatory Approvals Parent Shares issuable pursuant to the Arrangement shall have been obtained;at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance; and
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not the Parent Shares to be issued pursuant to the Arrangement have been any action taken under any Law allotted by any Governmental Entity the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;another available exemption.
Appears in 2 contracts
Samples: Arrangement Agreement (Nabors Industries LTD), Arrangement Agreement (Tesco Corp)
Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are shall be subject to the fulfillmentsatisfaction, on or before the Effective Closing Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with waived by the mutual consent of West Fraser Holdings and Norbord724 Solutions:
(a) the Norbord Shareholder Approval Arrangement Resolution shall have been obtained at approved by the Norbord Meeting in accordance with the Interim Order, applicable Law and this AgreementRequisite Vote;
(b) the West Fraser Shareholder Approval Arrangement shall have been obtained approved at the West Fraser Meeting in accordance with applicable Law and this Agreementany conditions in addition to those set out in Section 5.1(a) which may be imposed by the Interim Order;
(c) 724 Solutions shall have obtained the articles of continuance from the Director in a form and substance satisfactory to 724 Solutions and Holdings, acting reasonably;
(d) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in a form and substance satisfactory to each Partythe Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the such Parties, acting reasonably, on appeal or otherwise;
(de) the TSX Articles of Arrangement shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant in content consistent with this Agreement and in form satisfactory to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXParties acting reasonably;
(ef) there shall not be in force any Law, final and non-appealable injunction, order or decree prohibiting, restraining or enjoining the consummation of the Arrangement;
(g) the Key Regulatory Approvals shall have been obtained;obtained or satisfied on terms and conditions satisfactory to the Parties acting reasonably; and
(fh) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there this Agreement shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;terminated pursuant to Article 6.
Appears in 2 contracts
Samples: Arrangement Agreement (Austin Ventures Vi L P), Arrangement Agreement (724 Solutions Inc)
Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval Arrangement Resolution shall have been obtained duly approved by Greenbrook Shareholders at the Norbord Greenbrook Meeting in accordance with the Interim Order, Order and applicable Law and this AgreementLaw;
(b) the West Fraser Shareholder Approval Neuronetics Key Resolutions shall have been obtained duly approved by Neuronetics Stockholders at the West Fraser Neuronetics Meeting in accordance with applicable Law and this AgreementLaw;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory acceptable to each Partyof Neuronetics and Greenbrook, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesGreenbrook or Neuronetics, each acting reasonably, on appeal or otherwise;;
(d) the TSX no Governmental Entity shall have conditionally approved enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the listing thereon effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXArrangement;
(e) the Key Regulatory Approvals Neuronetics Shares shall remain listed on the NASDAQ, and the NASDAQ shall have been obtained;completed its review of, and raised no objections to, the issuance of the Consideration Shares and the other transactions contemplated by the Arrangement and this Agreement; and
(f) other than in connection the Consideration Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and applicable U.S. state securities laws (or Neuronetics shall have complied with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;U.S. state securities laws for which no such 3(a)(10)-equivalent exemption is available).
Appears in 1 contract
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Sunward Shareholders at the Norbord Sunward Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesSunward or NovaCopper, acting reasonably, on appeal or otherwise;
(c) the NovaCopper Shareholder Approval shall have been obtained;
(d) there shall not exist any prohibition at Law, including any final, non-appealable cease trade order, injunction or other prohibition or order of any Governmental Entity of competent jurisdiction, which shall restrain, enjoin, make illegal or otherwise prohibit or prevent the TSX shall have conditionally approved the listing thereon consummation of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXArrangement;
(e) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(gthe Key Third Party Consents shall have been obtained;
(i) belowthe TSX shall have conditionally approved the listing and posting for trading on the TSX of the Consideration Shares, there shall not exist any prohibition at LawOption Shares and DSU Shares, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislationsubject only to the satisfaction of customary listing conditions of the TSX, and there (ii) the NYSE MKT shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Personapproved of the listing and posting for trading of the Consideration Shares, that makes illegal or otherwise directly or indirectly enjoinsthe DSU Shares and reservation for listing and posting for trading of the Option Shares, prevents or prohibits Norbord or West Fraser in each case on the NYSE MKT, subject to notice of issuance; and
(h) the distribution of the Consideration Shares shall be exempt from consummating the Arrangement;prospectus requirements of the Securities Laws in Canada and the issuance of the Consideration Shares shall be exempt from the registration requirements of the U.S. Securities Act.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties Weekend and Open Source to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillmentfulfilment or satisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with the mutual consent of West Fraser and Norbordconditions:
(a) Weekend has continued under the Norbord Shareholder Approval shall have been obtained at provisions of the Norbord Meeting in accordance with the Interim Order, applicable Law and this AgreementAct;
(b) the West Fraser Shareholder Approval Amalgamation shall have been obtained at approved by the West Fraser Meeting shareholders of Open Source and the shareholders of Weekend in accordance with the Act and the Canada Business Corporations Act (Federal), respectively and any applicable Law and this Agreementregulatory requirements;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and Articles of Amalgamation, in form and substance satisfactory to each PartyWeekend and Open Source, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of accepted for filing by the Parties, acting reasonably, on appeal or otherwiseRegistrar;
(d) the TSX CSE shall have conditionally approved this transaction and the additional listing thereon of the West Fraser Amalco Common Shares to be issued in connection with the Amalgamation as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement OptionsEffective Date, subjector as soon as practicable thereafter, in each case, subject to compliance with the satisfaction of customary listing conditions usual requirements of the TSXCSE;
(e) there shall not be in force any order or decree of a court of competent jurisdiction or of any federal, provincial, municipal or other governmental department, commission, board, agency or regulatory body restraining, interfering with or enjoining the Key Regulatory Approvals shall have been obtained;consummation of the transactions contemplated by this Agreement; and
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) belowall necessary regulatory and similar reviews, there shall not exist any prohibition at Lawrulings, including a cease trade orderorders, injunction or other prohibition or order at Law or consents and approvals necessary under applicable legislation, and there regulation or policy shall not with respect to the transactions contemplated hereby have been any action taken under any Law completed or obtained. The foregoing conditions precedent shall be for the mutual benefit of the parties hereto and may not be waived in whole or in part unless waived by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;each of them.
Appears in 1 contract
Samples: Amalgamation Agreement
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval Class C Share Resolution and Arrangement Resolution shall have been obtained approved and adopted by the Alpha Shareholders and Alpha Warrantholders, as applicable, at the Norbord Meeting Alpha Meeting, in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in respect of the Arrangement in a form and substance satisfactory to each PartyCrystal, acting reasonably, and shall not have been set aside or modified in a any manner unacceptable to either of the Parties, acting reasonably, Parties on appeal or otherwise;
(c) the Crystal Shareholder Resolutions shall have been approved and adopted by the Crystal Shareholders at the Crystal Meeting;
(d) the TSX Crystal shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of received the TSX-V Approval;
(e) the Key Concurrent Financing shall have been completed prior to, or will be completed concurrently with, Closing;
(f) on completion of the Transaction, Crystal shall have the capital structure substantially as set out in Schedule J;
(g) the absence of any court or other order of any Governmental Entity and no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect, in each case, which has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement in accordance with the terms contemplated herein; and
(h) all required Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) belowobtained on terms satisfactory to each of the Parties, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;acting reasonably.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval Arrangement Resolution shall have been obtained duly approved by Greenbrook Shareholders at the Norbord Greenbrook Meeting in accordance with the Interim Order, Order and applicable Law and this AgreementLaw;
(b) the West Fraser Shareholder Approval Neuronetics Key Resolutions shall have been obtained duly approved by Neuronetics Stockholders at the West Fraser Neuronetics Meeting in accordance with applicable Law and this AgreementLaw;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory acceptable to each Partyof Neuronetics and Greenbrook, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesGreenbrook or Neuronetics, each acting reasonably, on appeal or otherwise;
(d) the TSX no Governmental Entity shall have conditionally approved enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the listing thereon effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXArrangement;
(e) the Key Regulatory Approvals Neuronetics Shares shall remain listed on the NASDAQ, and the NASDAQ shall have been obtained;completed its review of, and raised no objections to, the issuance of the Consideration Shares and the other transactions contemplated by the Arrangement and this Agreement; and
(f) other than in connection the Consideration Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and applicable U.S. state securities laws (or Neuronetics shall have complied with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;U.S. state securities laws for which no such 3(a)(10)-equivalent exemption is available).
Appears in 1 contract
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval shall have been obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesXxxxxx or Acquiror, acting reasonably, on appeal or otherwise;
(db) the TSX Xxxxxx Shareholder Approval shall have conditionally approved been obtained at the listing thereon of Xxxxxx Meeting in accordance with the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXInterim Order;
(ec) the Key Regulatory Approvals Acquiror Shareholder Approval shall have been obtainedobtained at the Acquiror Meeting;
(fd) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there against Acquiror or Xxxxxx which shall prevent the consummation of the Arrangement;
(e) the Key Regulatory Approvals shall have been obtained;
(f) this Agreement shall not have been any action taken terminated in accordance with its terms; and
(g) the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under any Law by any Governmental Entity Canadian securities laws and shall not be subject to resale restrictions under applicable Canadian securities laws (other than as applicable to control persons or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;pursuant to Section 2.6 of National Instrument 45-102).
Appears in 1 contract
Samples: Arrangement Agreement (Silver Standard Resources Inc)
Mutual Conditions Precedent. The respective obligations of the Parties each party hereto to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedentconditions, each none of which may only be waived, waived by any party hereto in whole or in part, with the mutual consent of West Fraser and Norbord:
(a) the Norbord Shareholder Approval Arrangement, with or without amendment, shall have been obtained approved at the Norbord Meeting in accordance with the Interim Order, applicable Law and this AgreementCorporations Act;
(b) the West Fraser Shareholder Approval Order shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, Canarc acting reasonably, and ;
(c) no action shall not have been set aside instituted and be continuing on the Effective Date for an injunction to restrain, a declaratory judgment in respect of or modified in a manner unacceptable damages on account of or relating to either the Arrangement and no cease trading or similar order with respect to any securities of the Parties, acting reasonably, on appeal Canarc or otherwiseCaza shall have been issued and remain outstanding;
(d) the TSX shall have conditionally approved orders and rulings, if any, from the listing thereon British Columbia Securities Commission and securities regulatory authorities in each of the West Fraser Shares Provinces of Canada to permit the securities to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise to be freely tradable in each of the Replacement OptionsProvinces of Canada shall have been obtained, subject, each such order and ruling being in each case, form and substance acceptable to the satisfaction of customary listing conditions of the TSXCanarc;
(e) the Key Regulatory Approvals all material regulatory requirements shall have been obtainedcomplied with and all other material consents, agreements, orders and approvals, including regulatory and judicial approvals and orders, necessary for the completion of the transactions provided for in this Agreement or contemplated by the Circular shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(gnone of the consents, orders, regulations or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by Canarc or Caza acting reasonably; and
(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there this Agreement shall not have been any action taken terminated under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;Article 6.
Appears in 1 contract
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement, including the Arrangement, are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, only with the mutual consent of West Fraser GMIN and NorbordReunion Gold:
(a) the Norbord Reunion Gold Securityholder Approval shall have been obtained at the Reunion Gold Meeting in accordance with the Interim Order;
(b) the GMIN Shareholder Approval shall have been obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser GMIN Meeting in accordance with applicable Law and this AgreementLaw;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwiseAgreement;
(d) the TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX;
(e) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority or any other PersonEntity, that makes it illegal or otherwise directly or indirectly restrains, enjoins, prevents or prohibits Norbord or West Fraser from consummating the consummation of the Arrangement;
(e) the New Parent Shares, Reunion Gold Class B Shares, Spinco Consideration Shares, Replacement Reunion Gold Option, Replacement Options and Replacement Spinco Options to be issued under the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption; and
(f) the Stock Exchange Approval shall have been obtained.
Appears in 1 contract
Samples: Arrangement Agreement
Mutual Conditions Precedent. The respective obligations of the Parties each Party to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, on or if permissible, waiver, of the following conditions precedent at or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with the mutual consent of West Fraser and NorbordDate:
(a) the Norbord Shareholder Approval Interim Order shall have been obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Partyof the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either such Parties, acting reasonably, on appeal or otherwise;
(b) the Arrangement Resolution shall have been approved by Shareholders at the Meeting in accordance with the requirements of the PartiesInterim Order;
(c) the Final Order shall have been obtained in form and on terms satisfactory to each of Parent and the Company, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise;
(d) the TSX Arrangement Filings shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant in form and substance satisfactory to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement OptionsParties hereto, subject, in each case, to the satisfaction of customary listing conditions of the TSX;acting reasonably; and
(e) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist be in force any prohibition at LawLaws, including a cease trade orderruling, injunction order or other prohibition or order at Law or under applicable legislationdecree, and there shall not have been any action taken under any Law Laws or by any Governmental Entity or other regulatory authority or any other Personauthority, that makes it illegal or otherwise directly or indirectly enjoinsrestrains, prevents enjoins or prohibits Norbord the consummation of the Arrangement and the transactions contemplated hereby in accordance with the terms hereof or West Fraser from consummating that results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement;transactions contemplated hereby which has a Material Adverse Effect. The foregoing conditions are for the mutual benefit of the Parties hereto and may be waived in respect of a Party hereto, in whole or in part, by such Party hereto in writing at any time.
Appears in 1 contract
Samples: Arrangement Agreement (Nevoro Inc.)
Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Aastra Shareholders at the Norbord Aastra Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Mitel Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreementobtained;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesAastra and Mitel, acting reasonably, on appeal or otherwise;
(d) the TSX no Governmental Entity shall have conditionally approved enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the listing thereon effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXArrangement;
(e) the Key Regulatory Approvals Articles of Arrangement to be filed with the Director in accordance with this Agreement shall have been obtainedbe in form and substance acceptable to each of the Parties, acting reasonably;
(f) other than the receipt of Investment Canada Approval and the French Determination, in connection with a Regulatory Action addressed in Section 6.1(geach case without an Unreasonable Condition;
(g) belowthe Consideration Shares and the Option Shares shall, there shall not exist any prohibition at Lawsubject to customary conditions, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser approved for listing on the TSX and the NASDAQ; and
(h) the Consideration Shares to be issued pursuant to the Arrangement shall be exempt from consummating the Arrangement;registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties hereto to complete each step of the Arrangement are Business Combination contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each of which may be waived only be waived, in whole or in part, with by the mutual consent of West Fraser and Norbordthe Parties:
(a) there shall not be in force any order or decree restraining or enjoining the Norbord Shareholder Approval shall have been obtained at consummation of the Norbord Meeting in accordance with the Interim Order, applicable Law and this AgreementBusiness Combination;
(b) the West Fraser Shareholder Approval this Agreement shall not have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreementterminated pursuant to Article 7;
(c) except as contemplated herein, each Party shall not have entered into any transaction or contract which would have a material effect on the Interim Order financial and operational condition, or the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to assets of each Party, acting reasonablyexcluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and shall not have been set aside or modified in a manner unacceptable to either obtaining the approval of the Parties, acting reasonably, on appeal or otherwiseother Party;
(d) the TSX requisite approval of the shareholders of Plantfuel of the Amalgamation shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX;been obtained; and
(e) the Key Regulatory Approvals requisite approval of the shareholder of BeeImmune of the Amalgamation shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist . If any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any action taken under any Law by any Governmental Entity or other regulatory authority or any other Personsuch condition is not the result, that makes illegal or otherwise directly or indirectly enjoinsindirectly, prevents of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or prohibits Norbord more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or West Fraser from consummating more of the Arrangement;above conditions) as a basis for its own non-compliance with its obligations under this Agreement.
Appears in 1 contract
Samples: Business Combination Agreement
Mutual Conditions Precedent. The respective obligations of the Parties each Party to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, on at or before the Effective Time, of each of the following conditions precedent, and each of which may only Party shall cause such conditions to be waived, in whole or in part, with the mutual consent of West Fraser and Norbordfulfilled insofar as they relate to matters within its control:
(a) the Norbord Shareholder Approval Interim Order shall have been obtained at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Partyof the Parties, acting reasonably;
(b) the Arrangement Resolution shall have been approved by the vote of Securityholders at the Meeting in accordance with the requirements of the Interim Order;
(c) the Final Order shall have been obtained in form and substance satisfactory to the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either any of the Parties, acting reasonably, on appeal or otherwise;
(d) the TSX shall number of Nevada Pacific Shares held by Shareholders that have conditionally approved the listing thereon validly exercised their Dissent Rights in respect of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise shall not exceed 5% of the Replacement Optionsnumber of Nevada Pacific Shares outstanding on May 18, subject, in each case, to the satisfaction of customary listing conditions of the TSX2007;
(e) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction under applicable Law against the completion of the Arrangement; and
(f) there shall not be in force any order or other prohibition decree restraining or order at Law enjoining or materially modifying or imposing material conditions on the consummation of the transaction contemplated under this Agreement or under applicable legislationthe Plan of Arrangement, and there shall not have been any action taken under any Law be no proceeding, whether of a judicial or administrative nature or otherwise brought by any a Governmental Entity or other regulatory authority or any other PersonEntity, that makes illegal relates to or otherwise directly results from the transactions contemplated under this Agreement that would, if successful, result in an order or indirectly enjoinsruling that would preclude completion of, prevents or prohibits Norbord materially modify or West Fraser from consummating impose material conditions on, the Arrangement;transaction contemplated under this Agreement or under the Plan of Arrangement in accordance with the terms and conditions hereof or thereof.
Appears in 1 contract
Samples: Arrangement Agreement (Us Gold Canadian Acquisition Corp)
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Xxxxxx Shareholders at the Norbord Xxxxxx Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesXxxxxx and HudBay, acting reasonably, on appeal or otherwise;
(dc) the TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX;
(e) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there against HudBay or Xxxxxx which shall prevent the consummation of the Arrangement;
(d) HudBay Shares to be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements under the U.S. Securities Act pursuant to Section 3(a)(10) of the U.S. Securities Act; provided, however, that Xxxxxx shall not be entitled to rely on the provisions of this Section 6.1(d) in failing to complete the transactions contemplated by this Agreement in the event that Xxxxxx fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the foregoing exemptions, that HudBay will rely on the foregoing exemption based on the Court’s approval of the transaction;
(e) the Key Regulatory Approvals shall have been obtained; and
(f) this Agreement shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;terminated pursuant to Article 8.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillmentsatisfaction, or mutual waiver by the Parties, on or before the Effective TimeDate, of each of the following conditions precedentconditions, each of which are for the mutual benefit of the Parties and which may only be waived, in whole or in part, with by the mutual consent of West Fraser Purchaser and Norbordthe Company at any time:
(a) the Norbord Shareholder Approval shall have Arrangement Resolution has been obtained approved by the Company Shareholders at the Norbord Meeting Company Meeting, in accordance with the Interim Order, Order and applicable Law and this AgreementLaws;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) each of the Interim Order and the Final Order shall each have Order:
(i) has been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Partyof the Company and the Purchaser, each acting reasonably, and shall ; and
(ii) has not have been set aside or modified in a any manner unacceptable to either of the PartiesCompany or the Purchaser, each acting reasonably, on appeal or otherwise;
(c) the necessary conditional approvals or equivalent approvals, as the case may be, of the TSXV and TSX will have been obtained;
(d) no Law has been enacted, issued, promulgated, enforced, made, entered, issued or applied and no order, writ, injunction, judgment, or decree will otherwise have been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the TSX shall have conditionally approved the listing thereon Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXArrangement;
(e) the Key Regulatory Approvals shall have been obtained;Arrangement Filings, to be sent to the Registrar in accordance with this Agreement and the BCBCA, are in form and content satisfactory to the Company and the Purchaser, each acting reasonably, if applicable; and
(f) other than this Agreement has not been terminated in connection accordance with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;its terms.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by Whistler Shareholders at the Norbord Shareholder Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory acceptable to each Partyof Vail and Whistler, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesWhistler or Vail, each acting reasonably, on appeal or otherwise;
(c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;
(d) the TSX shall have conditionally approved the listing thereon receipt of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXall Regulatory Approvals;
(e) the Key Regulatory Approvals shall Vail Shares to be issued pursuant to the Arrangement or upon the exchange of Exchangeable Shares shall, subject to customary conditions, have been obtainedapproved for listing on the NYSE;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) belowthe Exchangeable Shares to be issued pursuant to the Agreement shall, there shall not exist any prohibition at Lawsubject to customary conditions, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser approved for listing on the TSX; and
(g) the Vail Shares and the Exchangeable Shares to be issued pursuant to the Arrangement shall be exempt from consummating the Arrangement;registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties to complete the Arrangement are subject to the fulfillmentsatisfaction, or mutual waiver by the Parties, on or before the Effective TimeDate, of each of the following conditions precedentconditions, each of which are for the mutual benefit of the Parties and which may only be waived, in whole or in part, with by the mutual consent of West Fraser Purchaser and Norbordthe Company at any time:
(a) the Norbord Shareholder Approval shall have Arrangement Resolution has been obtained approved by the Affected Securityholders at the Norbord Meeting Company Meeting, in accordance with the Interim Order, Order and applicable Law and this AgreementLaws;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) each of the Interim Order and the Final Order shall each have Order:
(i) has been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Partyof the Company and the Purchaser, each acting reasonably, and shall ; and
(ii) has not have been set aside or modified in a any manner unacceptable to either of the PartiesCompany or the Purchaser, each acting reasonably, on appeal or otherwise;
(c) the necessary conditional approvals or equivalent approvals, as the case may be, of the TSX will have been obtained;
(d) no Law has been enacted, issued, promulgated, enforced, made, entered, issued or applied and no order, writ, injunction, judgment, or decree will otherwise have been taken under any Laws or by any Governmental Authority (whether temporary, preliminary or permanent) that makes the TSX shall have conditionally approved the listing thereon Arrangement illegal or otherwise directly or indirectly cease trades, enjoins, restrains or otherwise prohibits completion of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXArrangement;
(e) the Key Regulatory Approvals shall have been obtained;Arrangement Filings, to be sent to the Registrar in accordance with this Agreement and the BCBCA, are in form and content satisfactory to the Company and the Purchaser, each acting reasonably, if applicable; and
(f) other than this Agreement has not been terminated in connection accordance with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;its terms.
Appears in 1 contract
Mutual Conditions Precedent. The obligations of each of the Parties parties to this Agreement to complete the Arrangement Restructuring are subject to the fulfillment, on fulfilment or before the Effective Time, of mutual waiver by each of the parties hereto of the following conditions precedent, each of which may only be waived, in whole or in part, with the mutual consent of West Fraser and Norbordconditions:
(a) the Norbord Shareholder Approval Restructuring and this Agreement shall have been obtained at approved by the Norbord Meeting in accordance with the Interim Orderboard of directors of Surge, applicable Law Subco and this AgreementBig Sky;
(b) the West Fraser Shareholder Approval sale of the Surge BC Shares from Surge to the Purchasers shall have been obtained at approved by the West Fraser Meeting shareholders of Surge in accordance with applicable Law the laws of the State of Nevada and this Agreementthe rules and regulations of the SEC;
(c) each party shall have performed each covenant or obligation to be performed by it hereunder in favour of the Interim Order other parties, except that the parties hereto acknowledge that the covenant to prepare, file and deliver the Information Statement in accordance with Section 2.1(b) and (c) and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonably, and corresponding transfer of the Surge BC Shares shall not have been set aside or modified be considered a condition precedent to Closing and will be effected by Surge after the Closing Date in a manner unacceptable to either accordance with Rule 14c-2 of the Parties, acting reasonably, on appeal or otherwiseExchange Act;
(d) the TSX representations and warranties of each party set out in this Agreement shall have conditionally approved the listing thereon be true and correct on and as of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise date of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXthis Agreement;
(e) the Key Regulatory Approvals no order or decree of any domestic or foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and no law, regulation, policy, directive or order shall have been obtainedenacted, promulgated, made, issued or applied to cease trade, enjoin, prohibit or impose material limitations on, the Restructuring or the transactions contemplated thereby;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there law against the completion of the Restructuring; and
(g) this Agreement shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating terminated pursuant to the Arrangement;provisions hereof.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to complete the Arrangement are Amalgamation and the other transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each of which may be waived only be waived, in whole or in part, with by the mutual consent of West Fraser Newco, Newco II and NorbordMAAX:
(a) 6.1.1 a quorum of Shareholders at the Norbord Shareholder Approval MAAX Meeting shall have been obtained at present and the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval Amalgamation shall have been obtained approved at the West Fraser MAAX Meeting by (i) at least two-thirds of the votes cast on a resolution approving the by-law relating to the Amalgamation by Shareholders, present in accordance person or represented by proxy at the MAAX Meeting and (ii) any other required Shareholders approval to comply with applicable Law and this Agreementany securities Laws;
(c) 6.1.2 the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise;
(d) the TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX;
(e) the Key Appropriate Regulatory Approvals shall have been obtainedobtained in accordance with Article 4 and shall be in full force and effect and shall not be the subject of any appeal, stop-order or proceedings seeking a stop-order or any revocation proceedings;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, 6.1.3 there shall not exist be in force any prohibition at Law, including a cease trade order, injunction order or other prohibition decree restraining or order at Law or under applicable legislation, enjoining the consummation of the transactions contemplated by this Agreement and there shall be no proceeding, of a judicial or administrative nature or otherwise in progress (or threatened in writing by a Governmental Entity) that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would (i) reasonably be expected to cease trade, enjoin, prohibit or impose material limitations or conditions on the completion of the Amalgamation in accordance with its terms or (ii) otherwise be inconsistent with the Appropriate Regulatory Approvals which have been obtained; and
6.1.4 this Agreement shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;terminated pursuant to Article 7.
Appears in 1 contract
Samples: Merger Agreement (MAAX Holding Co.)
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Requisite Approval shall have been obtained at the Norbord Company Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either of Parent or the PartiesCompany, acting reasonably, on appeal or otherwise;
(c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;
(d) the TSX Regulatory Approvals shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, been obtained in each case, to the satisfaction of customary listing conditions of the TSXaccordance with Section 5.5(d);
(e) the Key Regulatory Approvals Parent shall have been obtaineddelivered evidence to the Company that the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the ASX and, if required, POMSoX;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not the Parent Shares to be issued pursuant to the Arrangement have been any action taken under any Law allotted by any Governmental Entity the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or other regulatory authority or any other Personanother available exemption; and
(g) the CVR Agreement shall have been duly executed and delivered by Parent and the Trustee (or, that makes illegal or otherwise directly or indirectly enjoinsif agreed by the parties in accordance with Section 2.15, prevents or prohibits Norbord or West Fraser from consummating an alternative definitive agreement providing for the Arrangement;terms of the CVRs shall have been duly executed and delivered by the parties thereto) and shall be in full force and effect.
Appears in 1 contract
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Newstrike Shareholders at the Norbord Newstrike Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesNewstrike or Timmins, acting reasonably, on appeal or otherwise;
(c) Timmins Shareholder Approval shall have been obtained;
(d) there shall not exist any prohibition at Law, including any final, non-appealable cease trade order, injunction or other prohibition or order of any Governmental Entity of competent jurisdiction, which shall restrain, enjoin, make illegal or otherwise prohibit or prevent the TSX shall have conditionally approved the listing thereon consummation of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXArrangement;
(e) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(gthe Key Third Party Consents shall have been obtained;
(i) belowthe TSX shall have conditionally approved the listing and posting for trading on the TSX of the Consideration Shares and Option Shares, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislationsubject only to the satisfaction of customary listing conditions of the TSX, and there (ii) the NYSE MKT shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Personapproved of the listing and posting for trading of the Consideration Shares and reservation for listing and posting for trading of the Option Shares, that makes illegal or otherwise directly or indirectly enjoinsin each case on the NYSE MKT, prevents or prohibits Norbord or West Fraser subject to notice of issuance; and
(h) the distribution of the Consideration Shares shall be exempt from consummating the Arrangement;prospectus requirements of the Securities Laws in Canada and the issuance of the Consideration Shares shall be exempt from the registration requirements of the U.S. Securities Act.
Appears in 1 contract
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, waived in whole or in part, part with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Company Shareholders at the Norbord Company Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesCompany and Xxxxxx, acting reasonably, on appeal or otherwise;
(c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;
(d) the TSX Consideration Shares shall have conditionally approved be exempt from the listing thereon registration requirements of the West Fraser Shares to be issued as the Consideration U.S. Securities Act pursuant to the Arrangement Section 3(a)(10) thereof and the West Fraser Shares issuable on the exercise prospectus requirements of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXSecurities Act;
(e) either (a) the Key Regulatory Approvals Consideration Shares have not been offered to the public in the United Kingdom in circumstances requiring a prospectus to be made available to the public in accordance with section 85(1) of the United Kingdom Financial Services and Markets Act 2000 (the “FSMA”); or (b) a prospectus prepared in accordance with the Prospectus Rules of the United Kingdom Financial Services Authority (the “FSA”) made under section 73A of the FSMA and approved by the FSA under section 87A of the FSMA has been filed with the FSA in accordance with Rule 3.2 of the Prospectus Rules prior to any such offer to the public;
(f) Competition Act Approval shall have been obtained;
(fg) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there HSR Approval shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;obtained; and
(h) Investment Canada Act Approval shall have been obtained.
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with waived by the mutual consent of West Fraser ADSX and Norbordthe Corporation:
(a) the Norbord Shareholder Approval Arrangement shall have been obtained approved at the Norbord Meeting in accordance with by not less than two-thirds of the Interim Order, applicable Law and this Agreementvotes cast by the holders of Common Shares who are represented at the Meeting;
(b) the West Fraser Shareholder Approval Arrangement shall have been obtained approved at the West Fraser Meeting in accordance with applicable Law any conditions in addition to those set out in section 6.1(a) which may be imposed by the Interim Order and this Agreementwhich are satisfactory to each of the Corporation and ADSX, acting reasonably;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance terms satisfactory to each Partyof the Corporation and ADSX, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, such parties on appeal or otherwise;
(d) there shall not be in force any order or decree restraining or enjoining the TSX shall have conditionally approved the listing thereon consummation of the West Fraser Shares transactions contemplated by this Agreement and there shall be no proceeding (other than an appeal made in connection with the Arrangement), of a judicial or administrative nature or otherwise, in progress or threatened that relates to be issued as or results from the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the Replacement Options, subject, transactions contemplated by this Agreement in each case, to accordance with the satisfaction of customary listing conditions of terms hereof or would otherwise be inconsistent with the TSX;Regulatory Approvals which have been obtained; and
(e) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there this Agreement shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;terminated pursuant to Article VII.
Appears in 1 contract
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement transactions contemplated by this Agreement, exclusive of those in Section 2.4 (c) of this Agreement, are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, with waived by the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval shall Arrangement Resolution will have been obtained approved and adopted by the Eveready Shareholders at the Norbord Eveready Meeting by not less than the Required Vote in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall will each have been obtained in form and on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablyAgreement, and shall will not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise;
(c) all Regulatory Approvals will have been obtained or concluded or, in the case of waiting or suspensory periods, expired or been terminated such that the Arrangement may proceed without the need for further Regulatory Approvals;
(d) the TSX shall no Governmental Entity will have conditionally approved the listing thereon enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that restrains, enjoins or otherwise prohibits consummation of the West Fraser Shares to be issued as Arrangement or the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXother transactions contemplated by this Agreement;
(e) the Key Regulatory Approvals Parent Common Shares to be issued, indirectly, to the Eveready Shareholders in accordance with the Arrangement pursuant to the Plan of Arrangement shall have been obtained;approved for listing on the NYSE subject only to official notice of issuance; and
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall this Agreement will not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;terminated in accordance with its terms.
Appears in 1 contract
Mutual Conditions Precedent. The obligations of each of the Parties parties to this Agreement to complete the Arrangement are subject to the fulfillment, fulfilment or mutual waiver by each of MFC and Xxxxxx Park on or before the Effective Time, Date of each of the following conditions precedent, each of which may only be waived, in whole or in part, with the mutual consent of West Fraser and Norbordconditions:
(a) the Norbord Shareholder Approval Interim Order shall have been obtained in form and substance satisfactory to each of MFC and Xxxxxx Park;
(b) the Arrangement shall have been approved at the Norbord MFC Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Partyof MFC and Xxxxxx Park, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise;
(d) there shall not have occurred any actual or threatened (including any proposal by the TSX shall Minister of Finance (Canada)) change or amendment to the Tax Act or regulations thereunder or to any applicable provincial tax legislation or the regulations thereunder or any publicly stated administrative position or practice in relation thereto which, directly or indirectly, has or may have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant any material adverse significance with respect to the Arrangement and including, without limitation, the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXBlue Earth Distribution;
(e) all requisite stock exchange approvals, all requisite domestic and foreign regulatory approvals and consents, and rulings or orders from the Key Regulatory Approvals shall have been obtainedsecurities regulatory authorities providing that, (i) trades by Xxxxxx Xxxx xx 0000000 Xxxxxx Inc. Common Shares to New Xxxxxx under the Arrangement are exempt from prospectus and registration requirements;
(fii) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or trades by New Xxxxxx of New Xxxxxx Common Shares to Xxxxxx Park under applicable legislation, the Arrangement are exempt from prospectus and there shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangementregistration requirements;
Appears in 1 contract
Mutual Conditions Precedent. The respective obligations of the Parties hereto to complete the Arrangement are Business Combination contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, on or before the Effective TimeDate, of each of the following conditions precedent, each of which may be waived only be waived, in whole or in part, with by the mutual consent of West Fraser and Norbordthe Parties:
(a) there shall not be in force any order or decree restraining or enjoining the Norbord Shareholder Approval shall have been obtained at consummation of the Norbord Meeting in accordance with the Interim Order, applicable Law and this AgreementBusiness Combination;
(b) the West Fraser Shareholder Approval this Agreement shall not have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreementterminated pursuant to section 8.1;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise;
(d) the TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX;
(e) the Key all Regulatory Approvals and corporate approvals shall have been obtained;
(fd) other than the requisite approval of the Bendu Shareholders of the Amalgamation shall have been obtained; and
(e) the number of Bendu Shares in respect of which shareholders of Bendu have dissented in connection with a Regulatory Action addressed in Section 6.1(g) below, there the resolutions authorizing the Amalgamation shall not exist exceed 10% of the number of issued and outstanding Bendu Shares. If any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there of the above conditions shall not have been complied with or waived by the Parties on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any action taken under any Law by any Governmental Entity or other regulatory authority or any other Personsuch condition is not the result, that makes illegal or otherwise directly or indirectly enjoinsindirectly, prevents of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or prohibits Norbord more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or West Fraser from consummating more of the Arrangement;above conditions) as a basis for its own non-compliance with its obligations under this Agreement.
Appears in 1 contract
Samples: Business Combination Agreement
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement and the Contemplated Transactions are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Company Shareholders at the Norbord Meeting in accordance with the Interim Order and the holders of Company Securities other than Company Shares shall not be entitled to vote in such capacity in respect of the Arrangement or, if so entitled pursuant to the terms of the Interim Order, applicable Law and this Agreementshall have approved the Arrangement at or prior to the Meeting;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesCompany or Purchaser, each acting reasonably, on appeal or otherwise;
(dc) the TSX shall have conditionally approved the listing thereon each of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX;
(e) the Key Regulatory Approvals shall have been obtained;
(f) other than obtained and each such Key Regulatory Approval shall be in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, force and there shall not have been any action taken under any modified or rescinded;
(d) no Law by any Governmental Entity or other regulatory authority or any other Person, shall be in effect that makes the consummation of the Arrangement illegal or otherwise directly prohibits or indirectly enjoins, prevents enjoins the Company or prohibits Norbord or West Fraser the Purchaser from consummating the Arrangement;; and
(e) this Agreement shall not have been terminated in accordance with its terms. The foregoing conditions are for the mutual benefit of Purchaser and Company and may be asserted by Purchaser or Company regardless of the circumstances and may be waived by either Party (with respect to such Party) in its sole and absolute discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which such Party may have.
Appears in 1 contract
Samples: Arrangement Agreement (HEXO Corp.)
Mutual Conditions Precedent. The respective obligations of the Parties parties hereto to complete consummate the Stock Purchases and Arrangement are shall be subject to the fulfillment, on or before the Effective Time, fulfilment of each of the following conditions precedenton or before the Stock Purchase Closing Date and the Effective Date, each as the case may be, any of which may only be waivedwaived by the parties hereto, in whole without prejudice to their right to rely on any other or in part, with the mutual consent others of West Fraser and Norbordthem:
(a) the Norbord Shareholder Approval Agreement shall have been obtained at accepted by the Norbord Meeting holders of Spectra Shares by such margin as is in accordance compliance with the Interim Order, applicable Law and this Agreementterms of the "Drag-Along Right" contained in the Series A Preferred Share terms;
(b) the West Fraser Shareholder Approval Plan of Arrangement shall have been obtained approved by the holders of Spectra Shares at the West Fraser Special Meeting by such margin as is in accordance compliance with applicable Law the terms and this Agreementprovisions of the OBCA and the Interim Order;
(c) all consents, approvals, authorizations, waivers and orders required or necessary for the Interim Order and completion of the Final Order transactions contemplated herein shall each have been obtained on terms consistent with this Agreement or received from the Persons, authorities or bodies having jurisdiction in the circumstances (including consents to change of control of Spectra under contractual obligations of Spectra and in form and substance satisfactory to each Party, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either the issuance of the Parties, acting reasonably, on appeal or otherwiseFinal Order);
(d) no legal impediment will exist, whether arising under Law or regulation, or by actions of a court, nor will any proceedings or Litigation, judicial, administrative or otherwise, be pending before a court or threatened, in Canada or elsewhere, that will have the TSX shall consequence (or would, if successful, have conditionally approved the listing thereon consequence) of preventing the Stock Purchases or the Arrangement, imposing material limitations or conditions on the Stock Purchases, Arrangement or the transactions contemplated hereby or on the rights of the West Fraser Xxxxxxx Parties to own and exercise full rights to ownership of the Spectra Shares to be issued as and the Consideration pursuant to Subsidiary Purchase Shares, or which has resulted in, or if the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Optionsor Stock Purchases were completed, subject, would result in each case, a Material Adverse Change with respect to the satisfaction of customary listing conditions of the TSX;Spectra or its Subsidiaries; and
(e) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there this Agreement shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;terminated pursuant to Article 7.
Appears in 1 contract
Samples: Combination Agreement (Sanchez Computer Associates Inc)
Mutual Conditions Precedent. The obligations of the Parties to complete the Arrangement are subject to the fulfillment, fulfillment of each of the following conditions precedent on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived, in whole or in part, waived with the mutual consent of West Fraser and Norbordthe Parties:
(a) the Norbord Shareholder Requisite Approval shall have been obtained at the Norbord Company Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonablyAgreement, and shall not have been set aside or modified in a manner unacceptable to either of Parent or the PartiesCompany, acting reasonably, on appeal or otherwise;
(c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;
(d) the TSX Regulatory Approvals shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, been obtained in each case, to the satisfaction of customary listing conditions of the TSXaccordance with Section 5.5(d);
(e) the Key Regulatory Approvals Parent shall have been obtaineddelivered evidence to the Company that the Parent Shares issuable pursuant to the Arrangement shall at the Effective Time be approved for listing on the NYSE, subject to official notice of issuance;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not the Parent Shares to be issued pursuant to the Arrangement have been any action taken under any Law allotted by any Governmental Entity the Parent Board conditional only on completion of the Arrangement and that such Parent Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating another available exemption; and
(g) the Arrangement;CRP Agreement shall have been duly executed and delivered by Parent and the Escrow Agent appointed thereunder and shall be in full force and effect.
Appears in 1 contract
Mutual Conditions Precedent. The obligations of the Parties parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, fulfillment of each of the following conditions precedentprecedent on or before the Effective Date, each of which may only be waived, waived in whole or in part, part with the mutual consent of West Fraser and Norbordthe parties:
(a) the Norbord Shareholder Approval Arrangement Resolution shall have been obtained approved and adopted by the Securityholders at the Norbord Meeting in accordance with the Interim Order, applicable Law and this Agreement;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the PartiesCompany or the Acquiror, acting reasonably, on appeal or otherwise;
(c) no Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;
(d) the TSX Regulatory Approvals shall have conditionally approved been obtained on terms satisfactory to the listing thereon Acquiror, acting reasonably, and there shall be no appeal, stop-order, stay or revocation or proceeding seeking an appeal, stop-order, stay or revocation of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSXRegulatory Approvals;
(e) the Key Regulatory Approvals issuance of Acquiror Shares issuable pursuant to the Arrangement shall have been obtained;be exempt from registration requirements under the U.S. Securities Act pursuant to section 3(a)(10) thereof and the registration and qualification requirements of all applicable state securities laws; and
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there this Agreement shall not have been any action taken under any Law by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;terminated in accordance with its terms.
Appears in 1 contract
Samples: Arrangement Agreement (Northern Dynasty Minerals LTD)
Mutual Conditions Precedent. The respective obligations of the Parties each party to complete the Arrangement are transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction, on at or before the Effective TimeClosing Date, of each of the following conditions precedent, each of which may only precedent and the parties shall cause such conditions to be waived, in whole or in part, with the mutual consent of West Fraser and Norbordfulfilled insofar as they relate to matters within their respective control:
(a) 7.2.1 the Norbord Shareholder Approval Transaction Resolutions shall have been obtained approved at the Norbord Fund Meeting in accordance with as required by the Interim Order, applicable Law and this AgreementDeclaration of Trust;
(b) the West Fraser Shareholder Approval shall have been obtained at the West Fraser Meeting in accordance with applicable Law and this Agreement;
(c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and in form and substance satisfactory to each Party, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the Parties, acting reasonably, on appeal or otherwise;
(d) the TSX shall have conditionally approved the listing thereon of the West Fraser Shares to be issued as the Consideration pursuant to the Arrangement and the West Fraser Shares issuable on the exercise of the Replacement Options, subject, in each case, to the satisfaction of customary listing conditions of the TSX;
(e) the Key Regulatory Approvals shall have been obtained;
(f) other than in connection with a Regulatory Action addressed in Section 6.1(g) below, 7.2.2 there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, against the Purchasers or the Fund Parties which shall restrain, enjoin or otherwise prevent the consummation of the Transaction, and there no Governmental Entity shall have enacted, issued, promulgated or entered into any Law, or amended any existing Law, which has the effect of making the Transaction illegal or otherwise preventing its completion;
7.2.3 the Required Regulatory Approvals, the failure of which to obtain would prevent or make illegal the completion of the Transaction, shall have been obtained and any waiting period in respect of the Required Regulatory Approvals shall have expired or been terminated; and
7.2.4 this Agreement shall not have been terminated pursuant to Article 9. The foregoing conditions are for the mutual benefit of the parties hereto, and may be waived in respect of a party hereto, in whole or in part by such party hereto in writing at any action taken time in its sole discretion. No party may rely on the failure to satisfy any of the above conditions precedent as a basis for non-compliance by such party of its obligations under this Agreement if any Law such conditions precedent would have been satisfied but for the material default by any Governmental Entity or other regulatory authority or any other Person, that makes illegal or otherwise directly or indirectly enjoins, prevents or prohibits Norbord or West Fraser from consummating the Arrangement;such party in its compliance with its obligations hereunder.
Appears in 1 contract
Samples: Business Acquisition Agreement (Bumble Bee Capital Corp.)
