Common use of Post Offer Covenants Clause in Contracts

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.

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.

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.

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.

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.