Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that: (a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence. (b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. (c) The Shareholder, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates. (d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens. (e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares. (f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement. (g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement. (h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Agreement. (i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder.
Appears in 9 contracts
Samples: Voting Support Agreement, Voting Support Agreement, Voting Support Agreement
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser Gravitas (and acknowledges that the Purchaser Gravitas is relying on these its representations and warranties contained in this Agreement in completing the transactions contemplated hereby and by the Arrangement AgreementProposed Transactions) thatthe matters set out below:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder it in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, Shareholder exercises control or direction over over, and at all times between the date hereof and the Expiry Time, the Shareholder will control or direct, all of the Subject Shares set forth the Shareholder’s signature page attached to this AgreementSecurities. Other than the Subject SharesSecurities, neither the Shareholder nor any of its affiliates, affiliates beneficially own, directly or indirectlyowns, or exercise exercises control or direction over any additional or other securities, or any securities convertible or exchangeable into any additional or other securities, of the Company or any of its affiliates.
(d) As at the date hereof, the The Shareholder is, and immediately prior to at all times between the Effective Time date hereof and the Shareholder Expiry Time, will be, directly or indirectly, the sole beneficial owner of the Subject SharesSecurities, with good and marketable title thereto, free and clear of all Liensliens and security interests, other than, as applicable, any liens or security interests set forth under Schedule “B” hereto.
(e) The Shareholder has has, and at all times between the date hereof and the Expiry Time, will continue to have, the sole right to sell and vote or direct the sale and voting of the Subject SharesSecurities.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder, any affiliate of the Shareholder or any beneficial owner of the Subject Securities in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any affiliate of the Shareholder or any of their properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement.
(i) None of the Subject Shares are Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except pursuant to this Agreement or as contemplated by the Arrangement Agreement.
(ij) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents document of the Shareholder (if the Shareholder is not a natural person)Shareholder; (ii) any contract to which the Shareholder is a party or by which the Shareholder it is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the ShareholderEntity; or (iv) any law applicable law.
(k) The Shareholder acknowledges and agrees that (i) the Company has no obligation to proceed with any Proposed Transactions; (ii) where the Company does proceed with any Proposed Transactions, it may do so through a Court Process, (iii) should the Company complete any of the Proposed Transactions, substantially all of the gross proceeds of such Proposed Transaction would be used by the Company to repay its secured debt obligations without any expected distributions being available to shareholders, including the Shareholder, except in each case as would and (iv) there is no assurance that the Company will remain listed on the Canadian Securities Exchange, and/or the Common Shares will not reasonably be expectedceased traded by securities regulators, individually even if the Proposed Transactions are effected outside of a Court Process.
(l) The Shareholder has read and understands the terms and conditions of this Agreement and acknowledges and agrees that it has had the opportunity to seek, and was not prevented or in discouraged by the aggregateCompany from seeking, to materially impair any independent legal advice which it considered necessary before the ability execution and delivery of this Agreement and that, if it did not avail itself of that opportunity before signing this Agreement, it did so voluntarily without any undue pressure. A failure by the Shareholder to perform obtain independent legal advice shall not be used by it as a defence to the enforcement of its obligations hereunderunder this Agreement.
Appears in 8 contracts
Samples: Voting Support Agreement, Voting Support Agreement, Voting Support Agreement
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser and Canopy (and acknowledges that the Purchaser is and Canopy are relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliatesFloating Shares.
(d) As at the date hereof, the Shareholder is, and immediately prior to following the Effective Time record date for the Meeting the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject SharesShares listed on Schedule A hereto, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject SharesShares listed on Schedule A hereto.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions by the Shareholder contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder.
Appears in 7 contracts
Samples: Voting Support Agreement (Acreage Holdings, Inc.), Arrangement Agreement (Acreage Holdings, Inc.), Arrangement Agreement (Canopy Growth Corp)
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Proposal Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Amendment Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens, except as may be set forth on Schedule A hereto.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Proposal Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s obligations under this Agreement, other than those that are contemplated by the Arrangement Proposal Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Proposal Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; ;
(iii) any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder.
Appears in 6 contracts
Samples: Voting Support Agreement, Voting Support Agreement, Voting Support Agreement
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural personPerson, is a corporation or other entity validly existing under the laws Laws of the jurisdiction of its existenceincorporation.
(b) The Shareholder, if the Shareholder is not a natural personPerson, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, Shareholder exercises control or direction over all of the Subject Shares Company Securities set forth opposite its name in Schedule A hereto. Subject to Section 3.1(a), at and immediately prior to the Shareholder’s signature page attached to this AgreementEffective Time and at all times between the date hereof and the Effective Time, the Shareholder will control or direct, directly or indirectly, all of the Company Securities. Other than the Subject SharesCompany Securities, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and and, subject to Section 3.1(a), immediately prior to the Effective Time time at which the Company Securities are acquired by the Purchaser under the Arrangement or an Alternative Transaction, the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject SharesCompany Securities, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject SharesCompany Securities, to the extent such Company Securities carry a right to vote.
(f) No Person has any agreement or option, or any right or privilege (whether by lawLaw, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Company Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder it of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of the beneficial owners of the Company Securities that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement.
(i) None of the Subject Shares are Company Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as will be contemplated by the Arrangement Agreement.
(ij) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural personPerson); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the ShareholderEntity; or (iv) any law applicable to the ShareholderLaw, except in each case as would not reasonably be expectedfor any violation, breach, contravention or default that could not, individually or in the aggregate, to materially impair the ability of the Shareholder to execute and deliver this Agreement and to perform its obligations hereunderunder this Agreement.
Appears in 5 contracts
Samples: Voting Support and Lock Up Agreement (JW Asset Management, LLC), Executive Voting Support and Lock Up Agreement, Voting Support and Lock Up Agreement
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser Neuronetics (and acknowledges that the Purchaser Neuronetics is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The the Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.incorporation, organization or formation, as applicable;
(b) The the Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement and the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;
(c) this Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws similar Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.;
(cd) The Shareholderthe Shareholder beneficially owns, directly or indirectly, and exercises control or direction over over, all of the Subject Shares Securities set forth the Shareholder’s signature page attached to this Agreementopposite its name in Schedule A hereto. Other than the Subject SharesSecurities, neither the Shareholder nor any of its affiliates, does not beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company Greenbrook or any of its affiliates.;
(de) As as at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject SharesSecurities, with good and marketable title thereto, free and clear of all Liens.;
(ef) The the Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.Securities;
(fg) No no Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Securities or any interest therein or right thereto, except the Purchaser Neuronetics pursuant to this Agreement or and the Arrangement Agreement.;
(gh) No material no consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder it of the Shareholder’s its obligations under this Agreement, other than those that that: (i) have been obtained; (ii) are contemplated by the Arrangement Agreement.; or (iii) consents, approvals, orders, authorizations, declarations or filings, the failure of which to make or obtain would not be reasonably expected to, individually or in the aggregate, prevent or materially impede the ability of the Shareholder to perform its obligations as contemplated hereby;
(hi) None none of the Subject Shares are Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the CompanyGreenbrook’s securityholders or give consents or approvals of any kind, except this Agreement or and as contemplated by the Arrangement Agreement.;
(ij) None none of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to which the ShareholderShareholder is subject or bound; or (iv) any law applicable Law in any material respect; and
(k) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, except in each case as threatened against the Shareholder or its affiliates that would not reasonably be expected, individually or in the aggregate, to materially impair adversely affect the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder.
Appears in 3 contracts
Samples: Voting and Support Agreement (Greenbrook TMS Inc.), Voting and Support Agreement (Greenbrook TMS Inc.), Voting and Support Agreement (Greenbrook TMS Inc.)
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a1) The Shareholder, if the Shareholder is not a natural personPerson, is a corporation or other entity validly existing under the laws of the jurisdiction of its existenceincorporation.
(b2) The Shareholder, if the Shareholder is not a natural personPerson, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c3) The ShareholderAs at the date hereof, directly or indirectly, the Shareholder beneficially owns and exercises control or direction over all of the Subject Shares Securities set forth opposite its name in Schedule “A” hereto. At and immediately prior to the Shareholder’s signature page attached to this Agreementclosing of the transactions contemplated by the Arrangement Agreement (the “Closing”) and at all times between the date hereof and the Closing, the Shareholder will beneficially own and control or direct, directly or indirectly, all of the Subject Securities, other than those Subject Securities that the Shareholder may sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest in compliance with Section 3.1(a)(i). Other than the Subject SharesSecurities, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities exercisable for, convertible into or exchangeable into for any additional securities, securities of the Company or any of its affiliates.
(d4) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time time at which the Subject Securities are acquired by the Purchaser under the Arrangement or an Alternative Transaction, the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject SharesSecurities, with good and marketable title thereto, free and clear of all Liensliens and other encumbrances, other than those Subject Securities that the Shareholder may sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest in compliance with Section 3.1(a)(i).
(e5) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject SharesSecurities, to the extent such Subject Securities carry a right to vote.
(f6) No Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g7) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) 8) None of the Subject Shares are Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as will be contemplated by the Arrangement Agreement.
(i9) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural personPerson); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the ShareholderEntity; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunderlaw.
Appears in 3 contracts
Samples: Arrangement Agreement (Cresco Labs Inc.), Voting Support Agreement (Columbia Care Inc.), Arrangement Agreement (Columbia Care Inc.)
Representations and Warranties of the Shareholder. 4.1 The Shareholder represents and represents, warrants and, where applicable, covenants to the Purchaser (as follows and acknowledges that the Purchaser is relying on upon these representations representations, warranties and warranties covenants in completing connection with the transactions contemplated hereby entering into of this Agreement and by the Arrangement Agreement) that:
(a) The Shareholder, if Shareholder has the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of legal capacity to execute and deliver this Agreement and to perform its existenceobligations hereunder.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder it in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, Shareholder exercises control or direction over over, and at the Effective Time and at all times between the date hereof and the Effective Time, the Shareholder will control or direct, all of the Subject Shares set forth the Shareholder’s signature page attached to this AgreementSecurities. Other than the Subject SharesSecurities, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the The Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole legal and beneficial owner of the Subject SharesSecurities, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has has, and immediately prior to the Effective Time the Shareholder will continue to have, the sole right to sell sell, or direct the sale of, the Subject Securities and to vote or direct the sale and voting of the Subject Shares.Shares listed on Schedule A.
(f) No Except for the Purchaser pursuant to the terms of the Arrangement Agreement, no Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Securities or any legal or economic interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person Governmental Entity is required to be obtained by the Shareholder, or any affiliate of the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s its obligations under this Agreement, other than those that which are contemplated by the Arrangement Agreement.
(h) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder, any affiliate of the Shareholder or any of their properties that, individually or in the aggregate, could reasonably be expected to impair, impede or otherwise have an adverse effect on the Shareholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement without delay.
(i) None of the Subject Shares are Securities is subject to any proxy, voting trust, vote pooling or other agreement agreement, whether present or contingent, with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except pursuant to this Agreement or as contemplated by the Arrangement Agreement.
(ij) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents document of the Shareholder (if the Shareholder is not a natural person)Shareholder, as applicable; (ii) any contract to which the Shareholder is a party or by which the Shareholder or by which the Shareholder is bound; (iii) to the knowledge of the Shareholder, any judgment, decree, order or award of any Governmental Entity applicable to the ShareholderEntity; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunderLaw.
Appears in 2 contracts
Samples: Voting Support Agreement (SNDL Inc.), Voting Support Agreement (Valens Company, Inc.)
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser Americas Silver (and acknowledges that the Purchaser Americas Silver is relying on these its representations and warranties contained in this Agreement in completing the transactions contemplated hereby and by the Arrangement AgreementTransaction) thatthe matters set out below:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its incorporation, organization or other existence.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority (including the authority of the beneficial owners of the Subject Securities, to the extent required) to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder it in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The ShareholderShareholder exercises control or direction over, and at and immediately prior to the effective time of the Transaction (if consummated) (the “Effective Time”) and at all times between the date hereof and the Effective Time, the Shareholder will control or direct, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this AgreementSecurities. Other than the Subject SharesSecurities and the Convertible Securities, neither the Shareholder nor any of its affiliates, does not beneficially own, directly or indirectly, or exercise control or direction over any additional or other securities, or any securities convertible or exchangeable into any additional or other securities, of the Company or any of its affiliates.
(d) As at the date hereof, the The Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectlythe only beneficial owner of, the sole beneficial owner of the Subject SharesSecurities, with good and marketable title thereto, free and clear of all Liensliens or encumbrances or similar restrictions.
(e) The Shareholder has has, and immediately prior to the sole Effective Time the Shareholder will continue to have, the right and authority to sell and vote or direct the sale sale, transfer and disposition and voting of the Subject SharesSecurities.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder, any affiliate of the Shareholder or any beneficial owner of the Subject Securities, in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder, any affiliate of the Shareholder, the beneficial or registered owner of any of the Subject Securities or any of their properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement.
(i) None of the Subject Shares are Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except pursuant to this Agreement or as contemplated by the Arrangement Agreement.
(ij) The Shareholder has independently and without reliance upon Americas Silver, and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Shareholder acknowledges that Americas Silver has not made and does not make any representation or warranty, whether express or implied, of any kind or character, except as expressly set forth in this Agreement.
(k) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents governing document of the Shareholder, any affiliate of the Shareholder (if or any beneficial owner of the Shareholder is not a natural person)Subject Securities; (ii) any contract to which the Shareholder, any affiliate of the Shareholder or any beneficial owner of the Subject Securities is a party or by which the Shareholder, any affiliate of the Shareholder or any beneficial owner of the Subject Securities is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunderlaws.
Appears in 2 contracts
Samples: Voting Support Agreement (Honig Barry C), Voting Support Agreement (Americas Silver Corp)
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser Neuronetics (and acknowledges that the Purchaser Neuronetics is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The the Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.incorporation, organization or formation, as applicable;
(b) The the Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement and the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;
(c) this Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws similar Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.;
(cd) The Shareholderthe Shareholder beneficially owns, directly or indirectly, and exercises control or direction over over, all of the Subject Shares Securities set forth the Shareholder’s signature page attached to this Agreementopposite its name in Schedule A hereto. Other than the Subject SharesSecurities, neither the Shareholder nor any of its affiliates, does not beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company Greenbrook or any of its affiliates.;
(de) As as at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject SharesSecurities, with good and marketable title thereto, free and clear of all Liens.;
(ef) The the Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.Securities;
(fg) No no Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Securities or any interest therein or right thereto, except the Purchaser Neuronetics pursuant to this Agreement or and the Arrangement Agreement.;
(gh) No material no consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder it of the Shareholder’s its obligations under this Agreement, other than those that that: (i) have been obtained; (ii) are contemplated by the Arrangement Agreement.; or (iii) consents, approvals, orders, authorizations, declarations or filings, the failure of which to make or obtain would not be reasonably expected to, individually or in the aggregate, prevent or materially impede the ability of the Shareholder to perform its obligations as contemplated hereby;
(hi) None none of the Subject Shares are Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the CompanyGreenbrook’s securityholders or give consents or approvals of any kind, except this Agreement or and as contemplated by the Arrangement Agreement.;
(ij) None none of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to which the ShareholderShareholder is subject or bound; or (iv) any law applicable Law in any material respect; and
(k) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, except in each case as threatened against the Shareholder or its affiliates that would not reasonably be expected, individually or in the aggregate, to materially impair adversely affect the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder.
Appears in 2 contracts
Samples: Voting and Support Agreement (Greenbrook TMS Inc.), Voting and Support Agreement (Neuronetics, Inc.)
Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) thatParent as follows:
(a) The Shareholder, if the Shareholder is not a natural person, is person or a corporation legal entity duly organized or other entity incorporated and validly existing and in good standing under the laws of the its jurisdiction of its existenceorganization or incorporation. The Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder and no other proceedings or actions on the part of the Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by or on behalf of the Shareholder and constitutes a legal, valid and binding agreement of with respect to the Shareholder Shareholder, enforceable against the Shareholder in accordance with its terms, subject only to any limitation under the qualification that such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization or other applicable laws Laws of general application relating to or affecting the enforcement rights of creditors’ rights generally creditors and the discretion that a court may exercise in the granting of equitable remedies such as remedies, including specific performance (the “Bankruptcy and injunctionEquity Exception”). If the Shareholder is married, and any of the Subject Shares may constitute community property or spousal approval is otherwise necessary for this Agreement to be valid and binding, this Agreement has been duly executed and delivered by, and constitutes the valid and binding obligation of, the Shareholder’s spouse, enforceable against the Shareholder’s spouse in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(c) The ShareholderShareholder is the record, directly legal or indirectly, exercises control or direction over all beneficial owner of the number of the Subject Shares set forth and the other rights to acquire (whether currently, upon lapse of time, following the satisfaction of any condition, upon the occurrence of any event or any combination of the foregoing) beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of the number of Corporation Shares, in each case indicated opposite the Shareholder’s signature page attached name on Schedule 1, which constitute all of the securities of the Corporation owned of record or beneficially by the Shareholder or its affiliates on the date hereof. The Subject Shares are now, and at all times during the Support Period will be, held by the Shareholder (or a nominee or custodian for its benefit or a transferee pursuant to this Agreementa Permitted Transfer), free and clear of any Liens (other than as contained herein and any transfer restrictions imposed by Laws). Other than The Shareholder has sole, and otherwise unrestricted, voting power with respect to such Subject Shares, and none of the Subject Shares are subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliatesexcept as contemplated by this Agreement.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Agreement.
(i) None of the execution hereunder and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder any provisions hereof will violatenot, contraveneviolate or conflict with, result in any a material breach of, or be in conflict with, of or constitute a default under, (or create a state of facts which after an event that with notice or lapse of time or both would constitute become a default material default) under, or give to others any term rights of termination, amendment, acceleration or provision cancellation of: , or result in the creation of any Lien (iother than as contained herein) on any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) Subject Shares pursuant to, any contract agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder is bound; , or, to the Shareholder’s knowledge, any law, statute, rule or regulation to which the Shareholder is subject or any bylaw or other organizational document of the Shareholder.
(iiie) The execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, require any judgmentconsent, decreeapproval, order authorization or award permit of, or filing with or notification to, any governmental or regulatory authority by the Shareholder except for applicable requirements, if any, of the Exchange Act or Canadian Securities Laws.
(f) There is no Action pending or, to the knowledge of the Shareholder, threatened against the Shareholder before or by any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as that would not reasonably be expected, individually expected to impair or in the aggregate, to materially impair delay the ability of the Shareholder to perform its obligations hereunderunder this Agreement.
(g) No broker, investment banker, financial advisor, finder, agent or other Person is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission from the Corporation other than as disclosed in the Arrangement Agreement in connection with this Agreement based upon arrangements made by or on behalf of the Shareholder in his, her or its capacity as a shareholder of the Corporation.
(h) The Shareholder understands and acknowledges that Parent is entering into the Arrangement Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement.
Appears in 2 contracts
Samples: Voting and Support Agreement (HealthCap VII, L.P.), Voting and Support Agreement (Fusion Pharmaceuticals Inc.)
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser SII (and acknowledges and agrees that the Purchaser SII is relying on these upon such representations and warranties in completing connection with the transactions contemplated hereby entering into of this Agreement and by of the Arrangement Agreement) thatthe matters set out below:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity duly formed and validly existing under the laws of the jurisdiction of its existenceincorporation, formation or continuance. The Shareholder, if a natural person, has the legal capacity to enter into and perform his or her obligations under this Agreement.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder it in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, Shareholder exercises control or direction over over, and at the Effective Time and at all times between the date hereof and the Effective Time, the Shareholder will control or direct, all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. opposite its name in Schedule A. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliatesCFCL.
(d) As at the date hereof, the The Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all LiensLiens (except for transfer restrictions imposed by applicable Securities Laws).
(e) The Shareholder has has, and immediately prior to the Effective Time, the Shareholder will continue to have, the sole right to sell and vote or direct the sale and voting of the Subject Shares.Shares set forth opposite its name in Schedule A.
(f) No Other than the Arrangement Agreement, no Person has any agreement written or oral agreement, option, understanding or commitment, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, such for the purchase, purchase or other acquisition or transfer from the Shareholder of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement AgreementShares.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder, any affiliate of the Shareholder or any beneficial owner of the Subject Shares in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s its obligations under this Agreement, other than those that which are contemplated by the Arrangement Agreement.
(h) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder, any affiliate of the Shareholder, the beneficial or registered owner of any of the Subject Shares or any of their assets that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement.
(i) None of the Subject Shares are is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the CompanyCFCL’s securityholders or give consents or approvals of any kind, except pursuant to this Agreement or as contemplated by the Arrangement Agreement.
(ij) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) as applicable, any constating documents document of the Shareholder, any affiliate of the Shareholder (if or any beneficial owner of the Shareholder is not a natural person)Subject Shares; (ii) any contract to which the Shareholder, any affiliate of the Shareholder or any beneficial owner of the Subject Shares is a party or by which the Shareholder, any affiliate of the Shareholder or any beneficial owner of the Subject Shares is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunderLaw.
Appears in 2 contracts
Samples: Voting Support Agreement (Central Fund of Canada LTD), Voting Support Agreement (Central Fund of Canada LTD)
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Proposal Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Amendment Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens, except as may be set forth on Schedule A hereto.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Proposal Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s obligations under this Agreement, other than those that are contemplated by the Arrangement Proposal Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Proposal Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder.;
Appears in 1 contract
Samples: Voting Support Agreement
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural personPerson, is a corporation or other entity validly existing under the laws of the jurisdiction of its existenceincorporation.
(b) The Shareholder, if the Shareholder is not a natural personPerson, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, Shareholder exercises control or direction over all of the Subject Shares Securities set forth opposite its name in Schedule A hereto. At and immediately prior to the Shareholder’s signature page attached to this AgreementEffective Time and at all times between the date hereof and the Effective Time, the Shareholder will control or direct, directly or indirectly, all of the Subject Securities. Other than the Subject SharesSecurities, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time time at which the Subject Securities are acquired by the Purchaser under the Arrangement or an Alternative Transaction, the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject SharesSecurities, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject SharesSecurities, to the extent such Subject Securities carry a right to vote.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder it of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of the beneficial owners of the Subject Securities that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement.
(i) None of the Subject Shares are Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as will be contemplated by the Arrangement Agreement.
(ij) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural personPerson); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the ShareholderEntity; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunderlaw.
Appears in 1 contract
Samples: Voting Support Agreement
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and in favor of SPAC as follows and acknowledges that the Purchaser SPAC is relying on these upon such representations and warranties in completing entering into this Agreement and the transactions contemplated hereby and by the Arrangement Transaction Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural personan individual, is a corporation corporation, limited liability company or other applicable business entity duly organized, incorporated or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws Laws of the its jurisdiction of its existenceformation or organization (as applicable). The Shareholder, if an individual, has the legal capacity to enter into and perform his or her obligations under this Agreement.
(b) The Shareholder, if the Shareholder is not a natural personan individual, has the requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations under hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder (assuming that this Agreement has been duly authorized, executed and delivered by SPAC) enforceable against the Shareholder in accordance with its terms, terms (subject only to any limitation under applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other applicable laws Laws affecting generally the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting subject to general principles of equitable remedies such as specific performance and injunctionequity).
(c) The ShareholderShareholder is the sole holder of, directly record and beneficial owner of, or indirectly, exercises control or direction over over, and at the Effective Time and at all of times between the Subject Shares set forth date hereof and the Shareholder’s signature page attached to this Agreement. Other than the Subject SharesEffective Time, neither the Shareholder nor any of its affiliateswill be the sole holder of, beneficially own, directly or indirectlyrecord and beneficial owner of, or exercise control or direction over over, all the Company Shares set forth on the Shareholder’s signature page hereto, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement, the Shareholder Agreements, the Governing Documents of the Shareholder and applicable Securities Laws). Other than the Company Shares set forth on the Shareholder’s signature page hereto, the Shareholder does not own, beneficially or of record, and is not a party to or bound by any agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of, any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any Company, except as may be required under the Governing Documents of its affiliates.
(d) As at the date hereof, the Shareholder. The Shareholder ishas, and immediately prior to the Effective Time Time, the Shareholder will becontinue to have, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Company Shares set forth on the Shareholder’s signature page hereto.
(d) Except as contemplated by the Transaction Agreement, Shareholder Agreements or the Governing Documents of the Shareholder, no Person has any contractual right or privilege for the purchase or acquisition from the Shareholder of any of the Company Shares or for the right to vote any of the Company Shares.
(e) There are no Proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder in any material respect.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required to be obtained by on the part of the Shareholder in connection with respect to the execution and execution, delivery or performance of its obligations under this Agreement by the Shareholder and Shareholder, the performance by the Shareholder of the Shareholder’s its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those that which are contemplated by the Arrangement Transaction Agreement or as may be required under the Shareholder Agreements or Governing Documents of the Company, except for any consents, approvals, orders, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Shareholder’s entry into this Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Agreement.
(ig) None of the execution and or delivery by the Shareholder of this Agreement Agreement, the performance by the Shareholder of its obligations hereunder or the completion consummation of the transactions contemplated hereby or pursuant to the compliance by the Shareholder Transaction Agreement will, directly or indirectly (with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after without due notice or lapse of time or both would both), (i) result in a violation or breach of any provision of the Governing Documents of the Shareholder, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) terms, conditions or provisions of any contract Contract to which the Shareholder is a party party, (iii) violate, or by constitute a breach under, any Order or applicable Law to which the Shareholder is bound; (iii) or any judgment, decree, order of its properties or award of any Governmental Entity applicable to the Shareholder; assets are subject or bound or (iv) result in the creation of any law applicable to Lien upon the Company Shares of the Shareholder, except except, in each the case of any of clauses (ii) through (iv) above, as would not reasonably be expected, individually or in the aggregate, to materially impair adversely affect the ability of the Shareholder to perform perform, or otherwise comply with, any of its covenants, agreements or obligations hereunderhereunder in any material respect.
Appears in 1 contract
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Proposal Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Amendment Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all LiensLiens, except as may be set forth on Schedule A hereto.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Proposal Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s obligations under this Agreement, other than those that are contemplated by the Arrangement Proposal Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Proposal Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder.
Appears in 1 contract
Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) Company that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction State of its existence.
(b) The Shareholder, if the Shareholder is not a natural person, New York and has the requisite corporate power and authority and all necessary governmental approvals to enter into own, lease and perform operate its obligations under this Agreement. This Agreement has properties and to carry on its business as it is now been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunctionconducted.
(c) The Shareholder, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens.
(eb) The Shareholder has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the sole right to sell and vote or direct the sale and voting of the Subject Shares.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the transactions contemplated hereby. The execution and delivery of this Agreement by the Shareholder and the performance consummation by the Shareholder of the Shareholder’s obligations under sale of the Shares pursuant hereto have been duly and validly authorized by all necessary corporate action of the Shareholder and no other proceedings on the part of the Shareholder are necessary to authorize this Agreement, other than those that are contemplated Agreement or to consummate the purchase of the Shares hereunder. This Agreement has been duly and validly executed and delivered by the Arrangement AgreementShareholder and is the legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms.
(hc) None The execution and delivery of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Agreement.
Shareholder do not, and performance of this Agreement by the Shareholder will not, (i) None conflict with, violate or breach the Certificate of Incorporation or By-laws of the execution and delivery Shareholder, (ii) conflict with, violate or breach any order, judgment, injunction or decree of any court, arbitrator, government or governmental agency or instrumentality against or binding on the Shareholder or by which any of its assets or properties are bound or affected, (iii) constitute a violation by the Shareholder of this Agreement any law, rule, regulation, order, judgment or decree applicable to the completion Shareholder or by which any property or asset of the transactions contemplated hereby Shareholder is bound or the compliance by the Shareholder with its obligations hereunder will violateaffected, contravene, result in any breach of, or be in (iv) conflict with, violate, breach or constitute cause a default under, (or create a state of facts an event which after with notice or lapse of time or both would constitute become a default default) under, or give to others any term rights of termination, amendment, acceleration or provision cancellation of: (i) , any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract agreement or instrument to which the Shareholder is a party or by which any of the Shareholder is bound; Shareholder's assets or properties are bound or affected or result in the creation of a lien or other encumbrance on any of its assets or properties or (iiiv) any judgment, decree, order or award require the consent of any Governmental Entity applicable third party or governmental entity.
(d) The Shareholder has had access to such information concerning the Shareholder; or Company, its business and its financial condition as it deemed necessary in connection with the transactions contemplated by this Agreement.
(ive) any law applicable On the Closing Date, the Accounts will have valid title to all of the ShareholderShares, except in each case as would free and clear of any liens, charges or encumbrances, and such Shares will not reasonably be expectedsubject to any claims by virtue of rights, individually options, contracts, calls, agreements or in otherwise.
(f) The sale by the aggregate, Shareholder pursuant to materially impair this Agreement and the ability delivery of the Shareholder certificate(s) representing the Shares to perform its obligations hereunderthe Company will transfer to the Company good and valid title to the Shares free and clear of all claims, liens, encumbrances, security interests, proxies, voting and other restrictions or interests of any nature whatsoever.
Appears in 1 contract
Representations and Warranties of the Shareholder. 4.1 The Shareholder represents and represents, warrants and, where applicable, covenants to the Purchaser (as follows, and acknowledges that the Purchaser is relying on upon these representations representations, warranties and warranties covenants in completing connection with the transactions contemplated hereby entering into of this Agreement and by the Arrangement Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under has the laws of capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the jurisdiction of its existence.transactions contemplated in the Arrangement Agreement;
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding agreement of obligation, enforceable by the Shareholder enforceable Purchaser against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or other applicable laws affecting the availability of equitable remedies and the enforcement of creditors’ ' rights generally and general principles of equity and public policy and to the discretion qualification that a court may exercise in the granting of equitable remedies such as specific performance and injunction.injunction may be granted only in the discretion of a court of competent jurisdiction;
(c) The Shareholderif Shareholder is a corporation, directly limited partnership or indirectlylimited liability company, exercises control or direction over all Shareholder is an entity duly organized, validly existing and in good standing under the laws of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Sharesjurisdiction in which it is incorporated, neither the Shareholder nor any of its affiliates, beneficially own, directly organized or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.constituted;
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares;
(e) the Shareholder has the right to vote or the ability to cause to vote all the Subject Shares and all the Subject Shares shall, immediately prior to the Effective Time, directly or indirectly, be beneficially owned by the Shareholder with good and marketable title thereto, free and clear of any and all Liens.
(e) The Shareholder has the sole right to sell mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and vote demands or direct the sale and voting rights of the Subject Shares.others of any nature or kind whatsoever;
(f) No Person has the Shareholder is not party to any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchasesale, acquisition disposition, transfer or transfer voting of any of the Subject Shares or any interest therein or right theretoShares, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.;
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Agreement.
(i) None none of the execution and delivery by the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with its the Shareholder's obligations hereunder will violate, contravene, result in any a material breach of, or be in conflict with, of or constitute a material default under, or create a state under any provision of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound; , (iiiii) any judgment, decree, order or award of any Governmental Entity applicable to Authority against the Shareholder; , or (iviii) any law law, statute, ordinance, regulation or rule applicable to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder;
(h) the Subject Shares are and will be at all times up until the Effective Time free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on Shareholder’s voting rights, charges and other encumbrances of any nature (other than any encumbrances created by this Agreement or arising under applicable federal and state securities laws) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of the Company, the Purchaser or Shareholder under this Agreement or the Arrangement Agreement;
(i) as of the date hereof, the Subject Shares are the only Company Shares owned by the Shareholder;
(j) there are no legal proceedings in progress or pending before any Governmental Authority or, to the knowledge of the Shareholder, threatened against the Shareholder or its affiliates that would reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder;
(k) no broker, investment banker, financial advisor or other person (including Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by the Company, the Purchaser or any of their respective affiliates in connection with the Arrangement Agreement and the transactions contemplated thereby based upon arrangements made by or on behalf of Shareholder; and
(l) Shareholder has had an opportunity to review with his, her or its own tax advisors, the tax consequences of the Plan of Arrangement and the transactions contemplated by the Arrangement Agreement. Shareholder understands that he, she or it must rely solely on his, her or its advisors with respect to the tax consequences of the Plan of Arrangement, and not on any statements or representations made by Purchaser, the Company or any of their agents or representatives. Shareholder understands that such Shareholder (and not the Purchaser or the Company) shall be responsible for such Shareholder’s tax liability that may arise as a result of the Plan of Arrangement or the transactions contemplated by the Arrangement Agreement.
Appears in 1 contract
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and in favor of BNIX as follows and acknowledges that the Purchaser BNIX is relying on these upon such representations and warranties in completing entering into this Agreement and the transactions contemplated hereby and by the Arrangement Business Combination Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural personan individual, is a corporation corporation, limited liability company or other applicable business entity duly organized, incorporated or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws Laws of the its jurisdiction of its existenceformation or organization (as applicable). The Shareholder, if an individual, has the legal capacity to enter into and perform his or her obligations under this Agreement.
(b) The Shareholder, if the Shareholder is not a natural personan individual, has the requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations under hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder (assuming that this Agreement has been duly authorized, executed and delivered by BNIX) enforceable against the Shareholder in accordance with its terms, terms (subject only to any limitation under applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other applicable laws Laws affecting generally the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting subject to general principles of equitable remedies such as specific performance and injunctionequity).
(c) The ShareholderShareholder is the sole holder of, directly record and beneficial owner of, or indirectly, exercises control or direction over over, and at the Effective Time and at all of times between the Subject Shares set forth date hereof and the Shareholder’s signature page attached to this Agreement. Other than the Subject SharesEffective Time, neither the Shareholder nor any of its affiliateswill be the sole holder of, beneficially own, directly or indirectlyrecord and beneficial owner of, or exercise control or direction over over, all the Company Ordinary Shares set forth on the Shareholder’s signature page hereto, with good title thereto, free and clear of all Liens (other than transfer restrictions under this Agreement, the Governing Documents of the Shareholder and applicable Securities Laws). Other than the Company Ordinary Shares set forth on the Shareholder’s signature page hereto, the Shareholder does not own, beneficially or of record, and is not a party to or bound by any agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Shareholder of, any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any Company, except as may be required under the Governing Documents of its affiliatesthe Shareholder.
(d) As at Except as contemplated by the date hereofBusiness Combination Agreement or the Governing Documents of the Shareholder, no Person has any contractual right or privilege for the purchase or acquisition from the Shareholder is, and immediately prior to of any of the Effective Time Company Ordinary Shares of the Shareholder will be, directly or indirectly, for the sole beneficial owner right to vote any of the Subject Shares, with good and marketable title thereto, free and clear Company Ordinary Shares of all Liensthe Shareholder.
(e) The Shareholder has There are no legal proceedings in progress or pending before any Governmental Entity or, to the sole right to sell and vote or direct the sale and voting knowledge of the Subject SharesShareholder, threatened against the Shareholder that would adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder in any material respect.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or designation, declaration or filing with, any Person is required to be obtained by on the part of the Shareholder in connection with respect to the execution and execution, delivery or performance of its obligations under this Agreement by the Shareholder and Shareholder, the performance by the Shareholder of the Shareholder’s its obligations under this Agreement and the completion of the transactions contemplated by this Agreement, other than those that which are contemplated by the Arrangement Business Combination Agreement, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Shareholder’s entry into this Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Agreement.
(ig) None of the execution and or delivery by the Shareholder of this Agreement Agreement, the performance by the Shareholder of its obligations hereunder or the completion consummation of the transactions contemplated hereby or pursuant to the compliance by the Shareholder Business Combination Agreement will, directly or indirectly (with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after without due notice or lapse of time or both would both), (i) result in a violation or breach of any provision of the Governing Documents of the Shareholder, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) terms, conditions or provisions of any contract Contract to which the Shareholder is a party party, (iii) violate, or by constitute a breach under, any Order or applicable Law to which the Shareholder is bound; (iii) or any judgment, decree, order of its properties or award of any Governmental Entity applicable to the Shareholder; assets are subject or bound or (iv) result in the creation of any law applicable to Lien upon the Company Ordinary Shares of the Shareholder, except except, in each the case of any of clauses (ii) through (iv) above, as would not reasonably be expected, individually or in the aggregate, to materially impair adversely affect the ability of the Shareholder to perform perform, or otherwise comply with, any of its covenants, agreements or obligations hereunderhereunder in any material respect.
Appears in 1 contract
Samples: Transaction Support Agreement (Bannix Acquisition Corp.)
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Proposal Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Amendment Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens, except as may be set forth on Schedule A hereto.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Proposal Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s obligations under this Agreement, other than those that are contemplated by the Arrangement Proposal Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Proposal Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder.
Appears in 1 contract
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser Neuronetics (and acknowledges that the Purchaser Neuronetics is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The the Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.incorporation, organization or formation, as applicable;
(b) The the Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement and the execution and delivery of this Agreement by the Shareholder and the performance by it of its obligations hereunder have been duly authorized and no other proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder;
(c) this Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws similar Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.;
(cd) The Shareholderthe Shareholder beneficially owns, directly or indirectly, and exercises control or direction over over, all of the Subject Shares Securities set forth the Shareholder’s signature page attached to this Agreementopposite its name in Schedule A hereto. Other than - 4 - the Subject SharesSecurities, neither the Shareholder nor any of its affiliates, does not beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company Greenbrook or any of its affiliates.;
(de) As as at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject SharesSecurities, with good and marketable title thereto, free and clear of all Liens.;
(ef) The the Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.Securities;
(fg) No no Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Securities or any interest therein or right thereto, except the Purchaser Neuronetics pursuant to this Agreement or and the Arrangement Agreement.;
(gh) No material no consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder it of the Shareholder’s its obligations under this Agreement, other than those that that: (i) have been obtained; (ii) are contemplated by the Arrangement Agreement.; or (iii) consents, approvals, orders, authorizations, declarations or filings, the failure of which to make or obtain would not be reasonably expected to, individually or in the aggregate, prevent or materially impede the ability of the Shareholder to perform its obligations as contemplated hereby;
(hi) None none of the Subject Shares are Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the CompanyGreenbrook’s securityholders or give consents or approvals of any kind, except this Agreement or and as contemplated by the Arrangement Agreement.;
(ij) None none of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to which the ShareholderShareholder is subject or bound; or (iv) any law applicable Law in any material respect; and
(k) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, except in each case as threatened against the Shareholder or its affiliates that would not reasonably be expected, individually or in the aggregate, to materially impair adversely affect the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder..
Appears in 1 contract
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existenceincorporation.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, Shareholder exercises control or direction over over, and at and immediately prior to the Effective Time and at all times between the date hereof and the Effective Time, the Shareholder will control or direct, all of the Subject Shares Securities set forth the Shareholder’s signature page attached to this Agreementopposite its name in Schedule A hereto. Other than the Subject SharesSecurities, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of of, or exercises control or direction over, the Subject SharesSecurities, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has has, and immediately prior to the Effective Time, the Shareholder will continue to have, the sole right to sell and vote or direct the sale and voting of the Subject Shares.Securities set forth in Schedule A.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement or as contemplated by the Arrangement Agreement.
(i) None of the Subject Shares are Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except pursuant to this Agreement or as contemplated by the Arrangement Agreement.
(ij) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) as applicable, any constating documents of the Shareholder (if the Shareholder is not a natural personPerson); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the ShareholderEntity; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunderLaw.
Appears in 1 contract
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser Gage (and acknowledges that the Purchaser Gage is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural personPerson, is a corporation or other entity validly existing under the laws Laws of the jurisdiction of its existenceincorporation.
(b) The Shareholder, if the Shareholder is not a natural personPerson, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, Shareholder exercises control or direction over all of the Subject Shares Purchaser Securities set forth opposite its name in Schedule A hereto. Subject to Section 3.1(a), at and immediately prior to the Shareholder’s signature page attached to this Agreementdate of the Purchaser Meeting and at all times between the date hereof and the date of the Purchaser Meeting, the Shareholder will control or direct, directly or indirectly, all of the Purchaser Securities. Other than the Subject SharesPurchaser Securities, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company Purchaser or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject SharesPurchaser Securities, to the extent such Purchaser Securities carry a right to vote.
(fe) No Person has any agreement or option, or any right or privilege (whether by lawLaw, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Purchaser Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(gf) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder it of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(g) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of the beneficial owners of the Purchaser Securities that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement.
(h) None of the Subject Shares are Purchaser Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the CompanyPurchaser’s securityholders or give consents or approvals of any kind, except this Agreement or as will be contemplated by the Arrangement Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural personPerson); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the ShareholderEntity; or (iv) any law applicable to the ShareholderLaw, except in each case as would not reasonably be expectedfor any violation, breach, contravention or default that could not, individually or in the aggregate, to materially impair the ability of the Shareholder to execute and deliver this Agreement and to perform its obligations hereunderunder this Agreement.
Appears in 1 contract
Samples: Voting Support Agreement
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser Verano Parties (and acknowledges that the Purchaser is Verano Parties are relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Business Combination Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural personPerson, is a corporation or other entity validly existing under the laws of the jurisdiction of its existenceincorporation, formation or organization.
(b) The Shareholder, if the Shareholder is not a natural personPerson, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, Shareholder exercises control or direction over all of the Subject Shares Securities set forth opposite its name in Schedule “A” hereto. At and immediately prior to the Shareholder’s signature page attached to this AgreementHarvest Meeting, and at all times between the date hereof and the Harvest Meeting, the Shareholder will control or direct, directly or indirectly, all of the Subject Securities. Other than the Subject SharesSecurities, neither the Shareholder nor any of its affiliates, does not beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company Harvest or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time time at which any of the Subject Securities then held by the Shareholder are exchanged under the Arrangement, the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject SharesSecurities, with good and marketable title thereto, free and clear of all Liensliens and other encumbrances.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject SharesSecurities, to the extent such Subject Securities carry a right to vote.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Business Combination Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder it of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Business Combination Agreement.
(h) None of the Subject Shares are Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the CompanyHarvest’s securityholders or give consents or approvals of any kind, except this Agreement or as will be contemplated by the Arrangement Business Combination Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural personPerson); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the ShareholderEntity; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunderlaw.
Appears in 1 contract
Samples: Business Combination Agreement (Harvest Health & Recreation Inc.)
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existenceincorporation.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, Shareholder exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreementopposite its name in Schedule A hereto. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time time at which the Subject Shares are acquired by the Purchaser under the Arrangement or an Alternative Transaction the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder it of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) None of the Subject Shares are is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunderlaw.
Appears in 1 contract
Samples: Arrangement Agreement (Aphria Inc.)
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Proposal Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Amendment Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens, except as may be set forth on Schedule A hereto.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Proposal Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s obligations under this Agreement, other than those that are contemplated by the Arrangement Proposal Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Proposal Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder.
Appears in 1 contract
Samples: Voting Support Agreement
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law applicable to the Shareholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Shareholder to perform its obligations hereunder.
Appears in 1 contract
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser Gravitas (and acknowledges that the Purchaser Gravitas is relying on these its representations and warranties contained in this Agreement in completing the transactions contemplated hereby and by the Arrangement AgreementProposed Transactions) thatthe matters set out below:
(a) The Shareholder, if the Shareholder is not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its existence.
(b) The Shareholder, if the Shareholder is not a natural person, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder it in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, Shareholder exercises control or direction over over, and at all times between the date hereof and the Expiry Time, the Shareholder will control or direct, all of the Subject Shares set forth the Shareholder’s signature page attached to this AgreementSecurities. Other than the Subject SharesSecurities, neither the Shareholder nor any of its affiliates, affiliates beneficially own, directly or indirectlyowns, or exercise exercises control or direction over any additional or other securities, or any securities convertible or exchangeable into any additional or other securities, of the Company or any of its affiliates.
(d) As at the date hereof, the The Shareholder is, and immediately prior to at all times between the Effective Time date hereof and the Shareholder Expiry Time, will be, directly or indirectly, the sole beneficial owner of the Subject SharesSecurities, with good and marketable title thereto, free and clear of all Liensliens and security interests, other than, as applicable, any liens or security interests set forth under Schedule “B”hereto.
(e) The Shareholder has has, and at all times between the date hereof and the Expiry Time, will continue to have, the sole right to sell and vote or direct the sale and voting of the Subject SharesSecurities.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder, any affiliate of the Shareholder or any beneficial owner of the Subject Securities in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any affiliate of the Shareholder or any of their properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to execute aandntdo perdfoermliits ver thi obligations contemplated by this Agreement.
(i) None of the Subject Shares are Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except pursuant to this Agreement or as contemplated by the Arrangement Agreement.
(ij) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents document of the Shareholder (if the Shareholder is not a natural person)Shareholder; (ii) any contract to which the Shareholder is a party or by which the Shareholder it is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the ShareholderEntity; or (iv) any law applicable law.
(k) The Shareholder acknowledges and agrees that (i) the Company has no obligation to proceed with any Proposed Transactions; (ii) where the Company does proceed with any Proposed Transactions, it may do so through a Court Process, (iii) should the Company complete any of the Proposed Transactions, substantially all of the gross proceeds of such Proposed Transaction would be used by the Company to repay its secured debt obligations without any expected distributions being available to shareholders, including the Shareholder, except in each case as would and (iv) there is no assurance that the Company will remain listed on the Canadian Securities Exchange, and/or the Common Shares will not reasonably be expectedceased traded by securities regulators, individually even if the Proposed Transactions are effected outside of a Court Process.
(l) The Shareholder has read and understands the terms and conditions of this Agreement and acknowledges and agrees that it has had the opportunity to seek, and was not prevented or in discouraged by the aggregateCompany from seeking, to materially impair any independent legal advice which it considered necessary before the ability execution and delivery of this Agreement and that, if it did not avail itself of that opportunity before signing this Agreement, it did so voluntarily without any undue pressure. A failure by the Shareholder to perform obtain independent legal advice shall not be used by it as a defence to the enforcement of its obligations hereunderunder this Agreement.
Appears in 1 contract
Samples: Voting Support Agreement
Representations and Warranties of the Shareholder. (a) The Shareholder hereby represents and warrants to the Purchaser (and acknowledges Company that the Purchaser is relying Subject Equity Securities set forth on these representations Schedule 1 attached hereto constitute all of the Acquiror Ordinary Shares and warranties in completing the transactions contemplated hereby and other equity interests held of record or beneficially owned by the Arrangement Shareholder or with respect to which the Shareholder has voting power, in each case as of the date hereof. The Shareholder is the record holder and beneficial owner of all of its Subject Equity Securities and has, and shall have throughout the Applicable Period (including as of the Acquisition Effective Time), full voting power and power of disposition with respect to all such Subject Equity Securities, in each case free and clear of any Liens, except for any such Liens that may be imposed pursuant to (i) this Agreement, (ii) that:any applicable restrictions on transfer under U.S. state or federal securities or “blue sky” Laws or (iii) the Acquiror Organizational Documents. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of the Shareholder’s Subject Equity Securities other than pursuant to the Merger Agreement, as set forth in the Acquiror Organizational Documents.
(ab) The Shareholder, if In the event that the Shareholder is not a natural personan individual, the Shareholder has full power, right and legal capacity to execute and deliver this Agreement and the Transaction Agreements to which it is a corporation party and to perform his or other her obligations hereunder and thereunder and to consummate the Transactions. In the event that the Shareholder is a legal entity, (i) the Shareholder is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its existence.
formation or organization and has the requisite corporate, limited liability company or other entity power and authority, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder, (bii) The Shareholderthe execution, if delivery and performance by the Shareholder of this Agreement and its obligations hereunder have been duly and validly authorized by the Shareholder and no other act or proceeding on the part of the Shareholder is not a natural personnecessary to authorize the execution, has the requisite corporate power and authority to enter into and perform its obligations under delivery or performance of this Agreement. This , and (iii) this Agreement has been duly executed and delivered by the Shareholder and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding agreement obligation of the Shareholder Shareholder, enforceable against the Shareholder in accordance with its terms, subject only to any limitation under bankruptcy, insolvency or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, exercises control or direction over all of the Subject Shares set forth the Shareholder’s signature page attached to this Agreement. Other than the Subject Shares, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares.
(f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with Enforceability Exceptions. Neither the execution and delivery of this Agreement by nor the Shareholder and the performance by the Shareholder of the Shareholder’s obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(h) None of the Subject Shares are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Arrangement Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion consummation of the transactions contemplated hereby will (x) if the Shareholder is a legal entity, conflict with or result in any material breach of any provision of the organizational documents of the Shareholder, (y) require any material filing with, or the compliance obtaining of any material consent or material approval of, any Governmental Authority by the Shareholder (other than the filings, notices and reports pursuant to, in compliance with its obligations hereunder will violate, contravene, result or required to be made under the Exchange Act and other than those set forth as conditions to closing in any breach ofthe Merger Agreement), or be in conflict with(z) with or without notice, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute both, breach or violate in any material respect, or terminate (or create a right of termination or acceleration of), or cause a material default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural person); (ii) any contract material Contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) violate any judgment, decree, order or award of any Governmental Entity applicable to the Shareholder; or (iv) any law material Law applicable to the Shareholder, except except, in each the case as of the foregoing clauses (y) and (z), for breaches, violations, terminations or accelerations which would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to materially prevent or delay the consummation of the transactions contemplated by this Agreement.
(c) As of the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Shareholder to perform its obligations hereunderunder this Agreement or to consummate the transactions contemplated by this Agreement, (i) there are no Actions pending or, to the knowledge of the Shareholder, threatened against the Shareholder or any of its Affiliates and (ii) neither the Shareholder nor any of its Affiliates is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Authority.
(d) The Shareholder has read this Agreement, had the opportunity to consult legal counsel prior to entering into this Agreement, and fully and completely understands this Agreement.
(e) The Shareholder understands and acknowledges that the Company is relying upon the Shareholder’s execution, delivery and performance of this Agreement and upon the representations and warranties and covenants of the Shareholder contained in this Agreement.
(f) No agent, broker, investment banker, finder or other intermediary is or shall be entitled to any fee or commission or reimbursement of expenses from Acquiror, Merger Subs or the Company or any of their respective Affiliates in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder.
(g) Except for the representations and warranties made by the Shareholder in this Section 4, or as may be set forth in any other Transaction Agreement, neither the Shareholder nor any other Person makes any express or implied representation or warranty to Acquiror in connection with this Agreement or the transactions contemplated by this Agreement, and the Shareholder expressly disclaims any such other representations or warranties.
Appears in 1 contract
Samples: Insider Support Agreement (Target Global Acquisition I Corp.)
Representations and Warranties of the Shareholder. The Shareholder represents and warrants to the Purchaser Gage (and acknowledges that the Purchaser Gage is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that:
(a) The Shareholder, if the Shareholder is not a natural personPerson, is a corporation or other entity validly existing under the laws Laws of the jurisdiction of its existenceincorporation.
(b) The Shareholder, if the Shareholder is not a natural personPerson, has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, terms subject only to any limitation under bankruptcy, insolvency or other applicable laws Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(c) The Shareholder, directly or indirectly, Shareholder exercises control or direction over all of the Subject Shares Purchaser Securities set forth opposite its name in Schedule A hereto. Subject to Section 3.1(a), at and immediately prior to the Shareholder’s signature page attached to this Agreementdate of the Purchaser Meeting and at all times between the date hereof and the date of the Purchaser Meeting, the Shareholder will control or direct, directly or indirectly, all of the Purchaser Securities. Other than the Subject SharesPurchaser Securities, neither the Shareholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company Purchaser or any of its affiliates.
(d) As at the date hereof, the Shareholder is, and immediately prior to the Effective Time the Shareholder will be, directly or indirectly, the sole beneficial owner of the Subject Shares, with good and marketable title thereto, free and clear of all Liens.
(e) The Shareholder has the sole right to sell and vote or direct the sale and voting of the Subject SharesPurchaser Securities, to the extent such Purchaser Securities carry a right to vote.
(fe) No Person has any agreement or option, or any right or privilege (whether by lawLaw, pre- pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares Purchaser Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Arrangement Agreement.
(gf) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Shareholder in connection with the execution and delivery of this Agreement by the Shareholder and the performance by the Shareholder it of the Shareholder’s its obligations under this Agreement, other than those that are contemplated by the Arrangement Agreement.
(g) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of the beneficial owners of the Purchaser Securities that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement.
(h) None of the Subject Shares are Purchaser Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the CompanyPurchaser’s securityholders or give consents or approvals of any kind, except this Agreement or as will be contemplated by the Arrangement Agreement.
(i) None of the execution and delivery by the Shareholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Shareholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of the Shareholder (if the Shareholder is not a natural personPerson); (ii) any contract to which the Shareholder is a party or by which the Shareholder is bound; (iii) any judgment, decree, order or award of any Governmental Entity applicable to the ShareholderEntity; or (iv) any law applicable to the ShareholderLaw, except in each case as would not reasonably be expectedfor any violation, breach, contravention or default that could not, individually or in the aggregate, to materially impair the ability of the Shareholder to execute and deliver this Agreement and to perform its obligations hereunderunder this Agreement.
Appears in 1 contract
