Post Offer Covenants. (a) Promptly upon the purchase by the Offeror pursuant to the Offer of such number of Shares which, together with the Shares held by or on behalf of the Offeror and its affiliates, represents at least a majority of the outstanding Shares (calculated on a fully-diluted basis as at the Expiry Time) (the “Change of Control Time”), and from time to time thereafter, and subject to Applicable Laws, the Offeror shall be entitled to and shall designate (i) such number of directors of the Company (rounded up to the next whole number of directors), as is proportionate (determined after giving effect to the directors to be appointed or elected under this section) to the percentage of the outstanding Shares owned by the Offeror and its affiliates, or (ii) following the purchase by the Offeror of such number of Shares which, together with the Shares held by or on behalf of the Offeror and its affiliates, represents at least 66 2/3% of the outstanding Shares, all of the directors of the Company. The Company shall, upon request by the Offeror, subject to Applicable Laws, promptly increase the number of directors comprising the board of directors of the Company or use its reasonable efforts to secure the resignations of such number of directors of the Company as is necessary to enable the Offeror’s designees to represent the proportion of members of the board of directors of the Company determined in accordance with this Section 1.4(a) and shall exercise its reasonable efforts to cause the Offeror’s designees to be so elected or appointed.
(b) The Offeror shall, if possible to do so under, and subject to compliance with all Applicable Laws, upon Shares being taken up and paid for under the Offer, utilize the compulsory acquisition provisions of section 300 of the Business Corporations Act (British Columbia) in respect of the Shares not tendered under the Offer. If the Offeror is unable to use such compulsory acquisition provisions, the Offeror shall use all commercially reasonable efforts to acquire all Shares not acquired in the Offer as soon as practicable after completion of the Offer by way of a statutory arrangement, amalgamation, merger or other combination (such transaction or compulsory acquisition hereinafter referred to as a “Second-Step Transaction”) of the Company with the Offeror or an affiliate of the Offeror, if possible to do so under, and subject to compliance with, all Applicable Laws. The Offeror agrees that if any Second-Step Transaction is effected it...
Post Offer Covenants. If the Acquiror takes up and pays for Shares pursuant to the Offer, the Acquiror and the Company agree to use all reasonable efforts to enable the Acquiror to acquire the balance of the Shares as soon as practicable after completion of the Offer by way of compulsory acquisition, arrangement, amalgamation or other type of acquisition transaction carried out for a consideration per Share of not less than the Offer Price. The Company agrees and represents that its board of directors has determined unanimously to use its and their respective reasonable efforts to enable the Acquiror to elect or appoint all of the directors of the Company as soon as possible after the Acquiror takes up and pays for in excess of 50% of the Shares pursuant to the Offer.
Post Offer Covenants. If Acquiror takes up and pays for Shares pursuant to the Offer and is entitled to avail itself of the compulsory acquisition provisions under the Act, Acquiror will so avail itself. Without limiting the foregoing, if Acquiror takes up and pays for Shares pursuant to the Offer, Acquiror agrees, subject to:
(a) the terms and conditions hereof (including that no matter shall have occurred after the Expiry Time which, had such matter occurred prior to the Expiry Time, would have caused one of the conditions set forth in the Offer not to have been satisfied), it being agreed that for the avoidance of doubt all conditions in Schedule A shall be deemed to have been satisfied or waived as at the take-up of any Shares by Acquiror under the Offer; and
(b) the receipt of any required relief, on terms and conditions satisfactory to Acquiror, acting reasonably, from any applicable Securities Authority in respect of the Second Stage Transaction; to use (i) all commercially reasonable efforts to acquire, and the Corporation agrees to use all commercially reasonable efforts to assist Acquiror to acquire, the balance of the Shares as soon as practicable after completion of the Offer and, in any event within 120 days of the Take-up Date, by way of compulsory acquisition, arrangement, amalgamation or other type of acquisition transaction or transactions (a “Second Stage Transaction”) carried out for a consideration per Share of at least equal in value to the consideration paid pursuant to the Offer; and (ii) all commercially reasonable efforts to acquire or cancel, and the Corporation agrees to use all commercially reasonable efforts to assist Acquiror to acquire or cancel, any unexercised and outstanding Options as soon as practicable after completion of the Offer and, in any event within 120 days of the Take-up Date, by way of Second Stage Transaction carried out for the consideration described in section 2.6(b) (or such other consideration as may be required under the applicable Stock Option Plan) provided that the foregoing shall not be construed to prevent Acquiror from acquiring, directly or indirectly, additional Shares in the open market or in privately negotiated transactions in accordance with Securities Laws. The Corporation agrees and represents that the Board of Directors has determined to use its and their respective reasonable efforts to enable Acquiror to elect or appoint all of the directors of the Corporation as soon as possible after Acquiror takes up and ...
Post Offer Covenants. The Company agrees and represents that its board of directors has determined to use its and their respective reasonable efforts to enable the Offeror to elect or appoint all of the directors of the Company as soon as possible after the Offeror takes up and pays for at least 50% of the outstanding Shares pursuant to the Offer.
Post Offer Covenants. In the event that less than all of the Company Shares and Options have been tendered to the Offer, the Company agrees to use all reasonable commercial efforts to enable the Purchaser to acquire the balance of the Company Shares and Options as soon as practicable after completion of the Offer, whether by way of compulsory acquisition, arrangement, amalgamation or other type of acquisition transaction. The Company agrees to use its reasonable commercial efforts, and represents that its directors have determined unanimously to use their respective reasonable commercial efforts, to enable the Purchaser to elect or appoint all of the directors of Company as soon as possible following the Closing.
Post Offer Covenants. If SAC and/or Softquad USA takes up and pays for common shares pursuant to the Qualifying Offer, SAC, Softquad USA and Softquad Canada agree to use all reasonable commercial efforts to enable SAC and/or Softquad USA to acquire the balance of the common shares as soon as practicable after completion of the Qualifying Offer by way of compulsory acquisition, arrangement, amalgamation or other type of acquisition transaction carried out for a consideration at least of equal value of the consideration paid in the Qualifying Offer.
Post Offer Covenants. Promptly upon the purchase by the Offeror pursuant to the Offer of such number of Shares which, together with the Shares held by or on behalf of the Offeror or its affiliates, represents at least a majority of the outstanding Shares, and from time to time thereafter, and subject to Applicable Laws, the Offeror shall be entitled to and shall promptly following take-up and payment for the Shares, designate such number of directors of the Company (rounded up to the next whole number of directors), as is proportionate (determined after giving effect to the directors to be appointed or elected under this section) to the percentage of the outstanding Shares owned by the Offeror and its affiliates, or, following the purchase by the Offeror of such number of Shares which, together with the Shares held by or on behalf of the Offeror and its affiliates, represents at least 66⅔% of the outstanding Shares, all of the directors of the Company, and the Company shall, upon request by the Offeror, subject to Applicable Laws, promptly increase the number of directors comprising the Board of Directors or use its reasonable efforts to secure the resignations of such number of directors as is necessary to enable the Offeror’s designees to be elected or appointed to the Board of Directors and shall exercise its reasonable efforts to cause the Offeror’s designees to be so elected or appointed.
Post Offer Covenants. If FutureLink USA takes up and pays for Class "A" Common Voting Shares pursuant to the Offer, FutureLink USA and FutureLink Alberta agree to use all reasonable commercial efforts to enable FutureLink USA to acquire the balance of the Class "A" Common Voting Shares as soon as practicable after completion of the Offer by way of compulsory acquisition, arrangement, amalgamation or other type of acquisition transaction carried out for a consideration at least of equal value of the consideration paid in the Offer.
Post Offer Covenants. If the Offeror takes up and pays for Shares pursuant to the Offer, the Offeror and the Company agree to use all reasonable commercial efforts to enable the Offeror to acquire the balance of the Shares as soon as practicable after completion of the Offer by way of compulsory acquisition, arrangement, amalgamation or other type of acquisition transaction carried out for consideration per Share equal to the consideration per share offered under the Offer or such other amount as may be required by a court of competent jurisdiction.
Post Offer Covenants. If CAC and/or CMeRun I takes up and pays for Common Shares pursuant to the Qualifying Offer, CAC, CMeRun I and CMeRun Alberta agree to use all reasonable commercial efforts to enable CAC and/or CMeRun I to acquire the balance of the common shares as soon as practicable after completion of the Qualifying Offer by way of compulsory acquisition, arrangement, amalgamation or other type of acquisition transaction carried out for a consideration at least of equal value of the consideration paid in the Qualifying Offer.
