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 will provide that the holders of any Shares, other than those held by the Offeror or any of its affiliates, shall be offered consideration per Share at least equal to the amount paid per Share under the Offer. Nothing herein shall be construed to prevent the Offeror from acquiring, directly or indirectly, additional Shares in the open market, in privately negotiated transactions, in another take-over bid, tender offer or exchange offer, or otherwise in accordance with the Applicable Laws, following taking up and paying for Shares under the Offer. (c) The Offeror acknowledges and agrees that the Company will, and after the Effective Time the Offeror will cause the Company and any successor of the Company to, honour and comply with the terms of all existing employment, consulting and severance agreements to which the Company is subject or by which it is bound as set out in the Data Room Information (the “Employment Arrangements”), as the same may be amended or modified as permitted hereunder. (d) The Company shall cause the Conflicts Agreement to terminate effective as of the Change of Control Time.
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Samples: Support Agreement (China Minmetals Non-Ferrous Metals Co.Ltd.), Support Agreement (China Minmetals Non-Ferrous Metals Co.Ltd.)
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 '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 '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 will provide that the holders of any Shares, other than those held by the Offeror or any of its affiliates, shall be offered consideration per Share at least equal to the amount paid per Share under the Offer. Nothing herein shall be construed to prevent the Offeror from acquiring, directly or indirectly, additional Shares in the open market, in privately negotiated transactions, in another take-over bid, tender offer or exchange offer, or otherwise in accordance with the Applicable Laws, following taking up and paying for Shares under the Offer.
(c) The Offeror acknowledges and agrees that the Company will, and after the Effective Time the Offeror will cause the Company and any successor of the Company to, honour and comply with the terms of all existing employment, consulting and severance agreements to which the Company is subject or by which it is bound as set out in the Data Room Information (the “"Employment Arrangements”"), as the same may be amended or modified as permitted hereunder.
(d) The Company shall cause the Conflicts Agreement to terminate effective as of the Change of Control Time.
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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 or 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”)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 (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) 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 66 2/3% 66⅔% of the outstanding Shares, all of the directors of the Company. The , and the Company shall, upon request by the Offeror, subject to Applicable Laws, promptly increase the number of directors comprising the board Board of directors of the Company Directors 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 be elected or appointed to the proportion Board of members of the board of directors of the Company determined in accordance with this Section 1.4(a) Directors 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 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 will provide that the holders of any Shares, other than those held by the Offeror or any of its affiliates, shall be offered entitled to receive consideration per Share at least equal to the amount paid per Share under the Offer. Nothing herein shall be construed to prevent the Offeror from acquiring, directly or indirectly, additional Shares in the open market, in privately negotiated transactions, in another take-over bid, tender offer or exchange offer, or otherwise in accordance with the Applicable Laws, following taking up and paying for Shares under the Offer.
(c) The Offeror acknowledges and agrees that, on the date that Shares are taken up and paid for under the Offer, the Company willwill make the termination, severance and after related payments in the Effective Time amount of $933,748 as set forth in the Offeror will cause the Company and any successor Disclosure Letter of the Company to(the “Termination Payments”) in respect of obligations that have been incurred by or on behalf of the Company or its Subsidiary prior to the date of this Agreement related to (A) the termination of the lease of the Company’s and its Subsidiary’s principal business offices, honour office equipment leases and comply with office-related service contracts, and (B) severance or other payment obligations of the terms of all existing employmentCompany or its Subsidiary under director, employee, consulting and severance agreements similar agreements; provided, however, such payments will be reduced to which the Company is subject or by which it is bound as set out in the Data Room Information (the “Employment Arrangements”extent determined pursuant to section 1.6(c), as the same may be amended or modified as permitted hereunder.
(d) The If the Termination Payments are made by the Company shall cause pursuant to section 1.4(c), the Conflicts Agreement to terminate effective as Company will deliver fully executed acknowledgements and releases from each director, officer and employee of the Change Company or its Subsidiary (except for certain Chilean employees, a list of Control Timewhom have been provided to the Offeror) acknowledging the payment in full of all severance and other payment obligations and releasing the Company or its Subsidiary, as the case may be, from any claims for further severance or other payments related to their status as a director, officer or employee of the Company and its Subsidiary, as the case may be.
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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 or 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”)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 (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) 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 66 2/3% 66?% of the outstanding Shares, all of the directors of the Company. The , and the Company shall, upon request by the Offeror, subject to Applicable Laws, promptly increase the number of directors comprising the board Board of directors of the Company Directors 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 's designees to represent be elected or appointed to the proportion Board of members of the board of directors of the Company determined in accordance with this Section 1.4(a) Directors and shall exercise its reasonable efforts to cause the Offeror’s '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 Section 300 of the Business Corporations Act 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"SECOND-Step Transaction”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 will provide that the holders of any Shares, other than those held by the Offeror or any of its affiliates, shall be offered entitled to receive consideration per Share at least equal to the amount paid per Share under the Offer. Nothing herein shall be construed to prevent the Offeror from acquiring, directly or indirectly, additional Shares in the open market, in privately negotiated transactions, in another take-over bid, tender offer or exchange offer, or otherwise in accordance with the Applicable Laws, following taking up and paying for Shares under the Offer.
(c) The Offeror acknowledges and agrees that, on the date that Shares are taken up and paid for under the Offer, the Company willwill make the termination, severance and after related payments in the Effective Time amount of $933,748 as set forth in the Offeror will cause the Company and any successor Disclosure Letter of the Company to(the "TERMINATION PAYMENTS") in respect of obligations that have been incurred by or on behalf of the Company or its Subsidiary prior to the date of this Agreement related to (A) the termination of the lease of the Company's and its Subsidiary's principal business offices, honour office equipment leases and comply with office-related service contracts, and (B) severance or other payment obligations of the terms of all existing employmentCompany or its Subsidiary under director, employee, consulting and severance agreements similar agreements; provided, however, such payments will be reduced to which the Company is subject or by which it is bound as set out in the Data Room Information (the “Employment Arrangements”extent determined pursuant to section 1.6(c), as the same may be amended or modified as permitted hereunder.
(d) The If the Termination Payments are made by the Company shall cause pursuant to section 1.4(c), the Conflicts Agreement to terminate effective as Company will deliver fully executed acknowledgements and releases from each director, officer and employee of the Change Company or its Subsidiary (except for certain Chilean employees, a list of Control Timewhom have been provided to the Offeror) acknowledging the payment in full of all severance and other payment obligations and releasing the Company or its Subsidiary, as the case may be, from any claims for further severance or other payments related to their status as a director, officer or employee of the Company and its Subsidiary, as the case may be.
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