Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) present and future planning opportunities for Primero, the Primero Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; as and to the extent that the same shall not prejudice any Party hereto or the shareholders thereof. The Parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way.
(b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would rea...
Mutual Understanding Regarding Amendments. The parties hereto mutually agree that if a party hereto proposes any other amendment or amendments to this Arrangement Agreement or to the Plan of Arrangement, the parties shall act reasonably in considering such amendment and if the other parties and its securityholders are not prejudiced by reason of any such amendment they shall co-operate in a reasonable fashion with the party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the Final Order.
Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a Party, the Parties will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable best efforts to maximize present and future planning opportunities for Western, the Western Shareholders, the Western Subsidiaries and New Gold as and to the extent that the same shall not prejudice any party or the shareholders thereof. The parties will ensure that such planning activities do not impede the progress of the Arrangement in any material way.
(b) The Parties agree that, if either Party proposes to the other Party any amendment to this Agreement or the Plan of Arrangement, both Parties will reasonably consider such amendment. The Parties further agree that if neither Party nor their respective shareholders will be materially prejudiced, and the completion of the Arrangement will not be delayed, by reason of any such amendment, then the Parties will co-operate to, subject to applicable Laws, effect the amendment or amendments.
Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a Party hereto, the parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable best efforts to maximize present and future planning opportunities for Peak, the Peak Shareholders, the Peak Subsidiaries, Metallica, the Metallica Shareholders, the Metallica Subsidiaries and New Gold as and to the extent that the same shall not prejudice any party hereto or the shareholders thereof. The parties hereto will ensure that such planning activities do not impede the progress of the Arrangements in any material way.
(b) The parties hereto mutually agree that, if a party hereto proposes any other amendment or amendments to this Agreement or to either of them, the Plans of Arrangement, Peak, Metallica and New Gold will act reasonably in considering such amendment and if the other of them and the shareholders thereof are not materially prejudiced or the completion of the Transaction will not be delayed by reason of any such amendment they will co-operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Peak Shareholders or the Metallica Shareholders, as the case may be.
Mutual Understanding Regarding Amendments. (a) The parties will continue, from and after the date hereof and through and including the Effective Date, to use their respective reasonable efforts to maximize present and future financial and tax planning opportunities for the holders of LIPO Canada Securities and LIPO USA Securities and for Lululemon and for the LIPO Entities, as and to the extent that the same shall not prejudice any party or its security holders. The parties will ensure that such planning activities do not impede the progress or timing of the Arrangement in any material way.
(b) The parties agree that if the Lululemon Entities or LIPO Entities, as the case may be, propose any amendment or amendments to this Agreement or to the Plan of Arrangement, the other will act reasonably in considering such amendment and if the other and its security holders are not prejudiced by reason of any such amendment the other will co-operate in a reasonable fashion with the Lululemon Entities or LIPO Entities, as the case may be, so that such amendment can be effected subject to applicable laws and the rights of the security holders.
Mutual Understanding Regarding Amendments. The parties acknowledge and agree that, during the Pre-Effective Date Period:
(a) the parties will use their respective reasonable efforts to maximize present and future financial and tax planning opportunities for the Vista Securityholders, and for each of the Pescios and for Vista, as and to the extent that the same shall not prejudice any party or its security holders. The parties will ensure that such planning activities do not impede the progress of the Arrangement in any material way; and
(b) if the Pescios or Vista, as the case may be, proposes any amendment or amendments to this Agreement or to the Plan of Arrangement, the other will act reasonably in considering such amendment and if the other and its securityholders (as applicable) are not prejudiced by reason of any such amendment the other will co-operate in a reasonable fashion with the Pescios or Vista, as the case may be, so that such amendment can be effected subject to applicable Law and the rights of the securityholders.
Mutual Understanding Regarding Amendments. (a) The Parties mutually agree that if a Party proposes any amendment to this Agreement, the other Parties shall act reasonably in considering such amendment and, if the other Parties and their shareholders are not prejudiced by reason of such amendment, the Parties shall co-operate in a reasonable fashion so that such amendment can be effected, subject to applicable Laws and the rights of the Canadian Arrow Shareholders.
(b) At any time prior to the Canadian Arrow Meeting, Tartisan shall be entitled to propose to Canadian Arrow modifications to the Arrangement in order to facilitate the Tax or other planning objectives of Tartisan, provided, in each case that: (i) any such proposal is not likely to prejudice Canadian Arrow or the Canadian Arrow Shareholders; (ii) any such proposal would not impede or delay the completion of the Arrangement or any other transactions contemplated by this Agreement; (iii) Tartisan has provided notice of such proposal to Canadian Arrow not less than fifteen (15) Business Days prior to the date of the Canadian Arrow Meeting; and
Mutual Understanding Regarding Amendments. If ADSX or the Corporation, as the case may be, proposes any amendment or amendments to this Agreement or to the Plan of Arrangement, the other will act reasonably in considering such amendment and if the other and its shareholders are not prejudiced by reason of any such amendment the other will co-operate in a reasonable fashion with ADSX or the Corporation, as the case may be, so that such amendment can be effected subject to applicable Laws and the rights of the security holders.
Mutual Understanding Regarding Amendments. If either Purchaser or Target proposes any amendment to this Agreement or to the Plan of Arrangement, the other will act reasonably in considering such amendment and if the other and its security holders are not prejudiced by reason of any such amendment, the other will co-operate in a reasonable fashion with the Person who made the proposal so that such amendment can be effected subject to applicable Laws and the rights of the affected Person’s security holders.
Mutual Understanding Regarding Amendments. The Parties agree that if Mainland or American Exploration, as the case may be, proposes any amendment or amendments to this Agreement or to the Merger, the other will act reasonably in considering such amendment, and if the other (and in the case of American Exploration, its shareholders) is not prejudiced by reason of any such amendment, the other will co-operate in a reasonable fashion with Mainland or American Exploration, as the case may be, so that such amendment can be effected subject to applicable Laws and the rights of the American Exploration Shareholders and the Mainland Shareholders.
