Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve as follows, and acknowledges that Trulieve is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares; (b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement; (c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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; (d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted; (e) 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 the Shareholder’s obligations hereunder will result in a breach of or constitute a default under any provision of (i) any 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, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder; (f) other than pursuant to an Existing Lock-up Agreement, 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 the 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) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve or the Shareholder under this Agreement or the Arrangement Agreement; (g) there are no legal proceedings in progress or pending before any Governmental Entity 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; and (h) no consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreement.
Appears in 3 contracts
Samples: Voting Support and Lock Up Agreement (Harvest Health & Recreation Inc.), Voting Support Agreement (Harvest Health & Recreation Inc.), Voting Support Agreement
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve as follows, and acknowledges that Trulieve is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s obligations hereunder will result in a breach of or constitute a default under any provision of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder’s 's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, 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 the 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) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve or the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity 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; and
(h) no consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreement.
Appears in 3 contracts
Samples: Voting Support and Lock Up Agreement (Trulieve Cannabis Corp.), Voting Support Agreement (Trulieve Cannabis Corp.), Voting Support and Lock Up Agreement
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve the Purchaser as follows, and acknowledges that Trulieve the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined)Encumbrances, and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s 's obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s 's obligations hereunder will result in a breach of or constitute a default under any provision of of: (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder’s 's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(fe) other than pursuant to an Existing Lock-up Agreement, the Subject Shares are are, and will be at all times up until the Effective Time Time, free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the 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) (“Encumbrances”) Encumbrances that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement;
(gf) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates 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; and
(hg) no consent of the Shareholder’s spouse is necessary under any “community property” or other Laws applicable Law in order for the Shareholder to enter into and perform its obligations under this Agreement.hereunder.
Appears in 2 contracts
Samples: Voting Support Agreement (Goodness Growth Holdings, Inc.), Voting Support Agreement (Goodness Growth Holdings, Inc.)
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder hereby represents, warrants andwarrants, where applicable, and covenants to Trulieve Parent as follows, and acknowledges that Trulieve is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) Except as otherwise described in Appendix A, (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit Arecord or beneficial owner of, and (B) will own beneficially any additional Subject Shares acquired after has good and valid title to, the date of this Agreement, in each instanceShares, free and clear of any and all Encumbrances (as hereinafter defined)pledges, liens, security interests, mortgages, claims, charges, restrictions, options, title defects, or encumbrances, and (ii) the Shareholder has the sole right to vote the Shares, with no restrictions, limitations, or qualifications on the Shareholder’s rights of disposition pertaining to the Shares, except pursuant heretoas provided herein. The Shareholder does not own, there of record or beneficially, any shares of capital stock of the Company other than (Ai) are no the Shares and (ii) the number of options, warrants Company Warrants, restricted stock awards, or other rightsrights to acquire any additional shares of Company Voting Common Stock or any security exercisable for or convertible into shares of Company Voting Common Stock, agreementsif any, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit AAppendix A under the heading “Total number of Options” (collectively, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;“Options”).
(b) Other than pursuant to this Agreement or with Parent’s prior written consent, from the date hereof through and including the Expiration Date, the Shareholder shall not, directly or indirectly, (i) sell, transfer, pledge, assign, or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, agreement, option, or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Shares or Options to any person (other than pursuant to the First-Step Merger), or (ii) enter into any voting arrangement, whether by proxy, voting agreement, or otherwise, with respect to any Shares, and shall not commit or agree to take any of the foregoing actions. The Shareholder shall not, nor shall the Shareholder permit any entity under the Shareholder’s control to, deposit any Shares in a voting trust. This Section 3(b) shall not prohibit a Transfer of the Shares or the Options by the Shareholder (i) to any member of the Shareholder’s immediate family, or to a trust for the benefit of the Shareholder or any member of the Shareholder’s immediate family, or upon the death of the Shareholder, provided, that a Transfer referred to in this paragraph shall be permitted if, as a precondition to such Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement or (ii) by operation of law, in which case this Agreement shall bind each transferee. Any Transfer in violation of the terms of this Section 3(b) shall be void and of no effect.
(c) The Shareholder has the full corporate power and authority (and, if the Shareholder is a corporationan individual, legal capacity) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and Agreement, to perform its obligations hereunder hereunder, and to complete vote all of the transactions contemplated Shares in the Arrangement Agreement;manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other person or entity (including any Governmental Entity), except, in each case, as otherwise disclosed on Appendix A.
(cd) this This Agreement has been duly and validly executed and delivered by the Shareholder and, and constitutes a legal, the valid and binding obligationobligation of the Shareholder, enforceable by Trulieve against the Shareholder in accordance with its terms subject only to any limitation under bankruptcyterms, insolvency or other laws affecting except as may be limited by 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;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) none of the Enforceability Exceptions. The execution and delivery of this Agreement by the Shareholder of this Agreement or does not, and the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder’s obligations hereunder will not, result in a any breach of or constitute a default under (or an event that with notice or lapse of time or both would become a default) under, or give to others any provision right to terminate, amend, accelerate, or cancel any right or obligation under, or result in the creation of (i) any agreement lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or the Shares are or will be bound or affected, or any Law to which the Shareholder is subject or bound, or, in the event that the Shareholder is not a natural person, any charter, bylaw, trust agreement, or other organizational document (each as amended from time to time) of the Shareholder’s property .
(e) No consent, approval, or assets is boundauthorization of, (ii) any judgmentor designation, decreedeclaration, order or award of filing with, any Governmental Entity against or other Person is required in connection with the Shareholdervalid execution and delivery of this Agreement, except as otherwise disclosed on Appendix A. If the Shareholder is married and the Shares constitute community property, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, 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 the 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) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve or the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity 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; and
(h) no consent of the Shareholder’s spouse spousal approval is otherwise necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its his or her obligations under this AgreementAgreement or for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed, and delivered by, and constitutes a valid and binding agreement of, the Shareholder’s spouse, enforceable in accordance with its terms.
(f) The Shareholder is an executive officer, director, or founder of the Company or Company Bank, or a family member of any of the foregoing, and/or a holder of at least five percent (5%) of the outstanding shares of Company Voting Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Flushing Financial Corp), Voting Agreement (Flushing Financial Corp)
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve as follows, and acknowledges that Trulieve is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) The Shareholder represents and warrants that: (ia) it is the Shareholder beneficial owner of the Subject Securities, and no other securities of Oromin; (Ab) owns beneficially (as such term is defined in Rule 13d-3 under it has the Exchange Act) all sole right to deposit the Subject Shares to the Offer and vote and dispose of the Subject Shares set forth on Exhibit A, and (B) will own beneficially any additional have the right to deposit the Subject Shares to the Offer and to vote and dispose of any subsequently acquired after Oromin Shares; (c) none of the date of Subject Securities are subject to any voting or tender agreement (other than this Agreement) or adverse claim; (d) no person, in each instancefirm, free and clear or corporation has any agreement or option, or any right or privilege capable of all Encumbrances (as hereinafter defined)becoming an agreement or option, and (ii) except pursuant heretofor the purchase, there (A) are no options, warrants acquisition or other rights, agreements, arrangements or commitments of any character to which transfer from the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit ASecurities, and there are no voting trusts or voting agreements with respect except for Teranga pursuant to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
; (e) none of the execution and delivery Subject Securities to be acquired by Teranga from the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder’s obligations hereunder will result in a breach of or constitute a default under any provision of (i) any 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, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable pursuant to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, the Subject Shares are and Offer will be at all times up until the Effective Time acquired free and clear of any security interestsand all mortgages, liens, claimscharges, pledgesencumbrances and adverse claims of or against the Shareholder and no security holder approvals are required in order to sell the Subject Securities to Teranga; and (f) it has full power and authority to make, optionsenter into and carry out the terms of this Agreement.
(b) The Shareholder acknowledges and agrees that, rights subject to the terms of first refusalthe Support Agreement, co-sale rightsTeranga may, agreementsin its sole discretion, limitations on modify or waive any term or condition of the Shareholder’s voting rightsOffer; provided that Teranga shall not, charges and other encumbrances decrease the consideration per Oromin Share.
(c) The Shareholder agrees to notify Teranga of any nature proposal, inquiry or request that the Shareholder receives, or of which Shareholder becomes aware, regarding a change of control of Oromin.
(other than any encumbrances created by d) The Shareholder hereby confirms, covenants and agrees that it has no agreement, commitment or understanding with Teranga in respect of the Offer except as set out in this Agreement and hereby consents to and acknowledges that it will be treated as part of the minority for purposes of any minority approval requirement under Multilateral Instrument 61-101 (or arising under applicable federal and state securities lawssuccessor provisions or equivalent provisions in other jurisdictions) in any regulatory or court proceedings.
(“Encumbrances”e) The Shareholder hereby agrees that could adversely affect it shall not, from the Plan date hereof until the termination of Arrangement, the Arrangement this Agreement, except in accordance with the terms of this Agreement:
(i) acquire direct or the exercise indirect beneficial ownership or fulfillment holding of the rights and obligations of Trulieve or the Shareholder under this Agreement control or the Arrangement Agreementdirection over any additional Oromin Shares;
(gii) there are no legal proceedings in progress any manner, directly or pending before indirectly, seek, or propose, initiate, support, induce, participate with or provide any Governmental Entity or, encouragement or assistance to any other person with respect to or relating to any person seeking or attempting to seek or engage in any activity or act with respect to the knowledge effective control of Oromin, whether as a shareholder or otherwise, either alone or with any other person or persons;
(iii) solicit, or arrange or provide assistance to any other person to arrange for the Shareholdersolicitation of, threatened against purchases of or offers to sell Oromin Shares or act in concert or jointly with any other person for the Shareholder purpose of acquiring Oromin Shares or its Affiliates the purpose of affecting the control of Oromin;
(iv) assist any person, entity or group in taking or planning any action that would reasonably be expectedcompete with, either individually restrain or otherwise serve to interfere with or inhibit Teranga in connection with the Proposed Transaction;
(v) act jointly or in concert with others with respect to voting securities of Oromin for the aggregate, to materially impair purpose of opposing or competing with Teranga in connection with the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunderProposed Transaction; and
(hvi) no consent take any action to encourage or assist any other person to do any of the Shareholder’s spouse is necessary under any “community property” or other Laws prohibited acts referred to in order for foregoing provisions of this Section 4, provided that the Shareholder may take such actions, and nothing in this Section 4 shall prevent the Shareholder from taking such actions, as may be necessary to enter into and perform fulfill its obligations under this Agreementfiduciary duties as a director or officer of Oromin, as applicable, in response to an unsolicited Acquisition Proposal.
Appears in 2 contracts
Samples: Agreement to Tender (Oromin Explorations LTD), Agreement to Tender (Teranga Gold Corp)
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder hereby represents, warrants andwarrants, where applicable, and covenants to Trulieve Parent as follows, and acknowledges that Trulieve is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) Except as otherwise described in Appendix A, (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit Arecord or beneficial owner of, and (B) will own beneficially any additional Subject Shares acquired after has good and valid title to, the date of this Agreement, in each instanceShares, free and clear of any and all Encumbrances (as hereinafter defined)pledges, liens, security interests, mortgages, claims, charges, restrictions, options, title defects, or encumbrances, and (ii) the Shareholder has the sole right to vote the Shares, with no restrictions, limitations, or qualifications on the Shareholder’s rights of disposition pertaining to the Shares, except pursuant heretoas provided herein. The Shareholder does not own, there of record or beneficially, any shares of capital stock of the Company other than (Ai) are no the Shares and (ii) the number of options, warrants Company Warrants, restricted stock awards, or other rightsrights to acquire any additional shares of Company Voting Common Stock or any security exercisable for or convertible into shares of Company Voting Common Stock, agreementsif any, arrangements set forth on Appendix A under the heading “Total number of Options” (collectively, the “Options”).
(b) Other than pursuant to this Agreement or commitments of any character to which with Parent’s prior written consent, from the date hereof through and including the Expiration Date, the Shareholder is a party relating shall not, directly or indirectly, (i) sell, transfer, pledge, assign, or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, agreement, option, or other arrangement (including any profit sharing arrangement) with respect to the pledgeTransfer of, dispositionany Shares or Options to any person (other than pursuant to the First-Step Merger), Transfer or (ii) enter into any voting of arrangement, whether by proxy, voting agreement, or otherwise, with respect to any Shares, and shall not commit or agree to take any of the Subject foregoing actions. The Shareholder shall not, nor shall the Shareholder permit any entity under the Shareholder’s control to, deposit any Shares set forth on Exhibit Ain a voting trust. This Section 2(b) shall not prohibit a Transfer of the Shares or the Options by the Shareholder (i) to any member of the Shareholder’s immediate family, and there are no voting trusts or voting agreements with respect to a trust for the benefit of the Shareholder or any member of the Shareholder’s immediate family, or upon the death of the Shareholder, provided, that as a precondition to such Subject SharesTransfer, and (B) there will not the transferee agrees in writing to be any options, warrants or other rights, agreements, arrangements or commitments bound by all of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date terms of this Agreement, (ii) for estate and there will not be any voting tax planning purposes, including Transfers to relatives, trusts or voting agreements with respect and charitable organizations, provided, that as a precondition to such additional Subject Shares;Transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement, (iii) to the Company in connection with the vesting, award, delivery or settlement of any Company Equity Award, or (iv) by operation of law, in which case this Agreement shall bind each transferee. Any Transfer in violation of the terms of this Section 2(b) shall be void and of no effect.
(bc) the The Shareholder has the full corporate power and authority (and, if the Shareholder is a corporationan individual, legal capacity) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and Agreement, to perform its obligations hereunder hereunder, and to complete vote all of the transactions contemplated Shares in the Arrangement Agreement;manner set forth in this Agreement without the consent or approval of, or any other action on the part of, any other person or entity (including any Governmental Entity), except, in each case, as otherwise disclosed on Appendix A.
(cd) this This Agreement has been duly and validly executed and delivered by the Shareholder and, and constitutes a legal, the valid and binding obligationobligation of the Shareholder, enforceable by Trulieve against the Shareholder in accordance with its terms subject only to any limitation under bankruptcyterms, insolvency or other laws affecting except as may be limited by 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;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) none of the Enforceability Exceptions. The execution and delivery of this Agreement by the Shareholder of this Agreement or does not, and the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder’s obligations hereunder will not, result in a any breach of or constitute a default under (or an event that with notice or lapse of time or both would become a default) under, or give to others any provision right to terminate, amend, accelerate, or cancel any right or obligation under, or result in the creation of (i) any agreement lien or encumbrance on any Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or the Shares are or will be bound or affected, or any Law to which the Shareholder is subject or bound, or, in the event that the Shareholder is not a natural person, any charter, bylaw, trust agreement, or other organizational document (each as amended from time to time) of the Shareholder’s property .
(e) No consent, approval, or assets is boundauthorization of, (ii) any judgmentor designation, decreedeclaration, order or award of filing with, any Governmental Entity against or other Person is required in connection with the Shareholdervalid execution and delivery of this Agreement, except as otherwise disclosed on Appendix A. If the Shareholder is married and the Shares constitute community property, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, 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 the 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) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve or the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity 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; and
(h) no consent of the Shareholder’s spouse spousal approval is otherwise necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its his or her obligations under this AgreementAgreement or for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed, and delivered by, and constitutes a valid and binding agreement of, the Shareholder’s spouse, enforceable in accordance with its terms.
(f) The Shareholder is an executive officer, director, or founder of the Company or Company Bank, or a family member of any of the foregoing, and/or a holder of at least five percent (5%) of the outstanding shares of Company Voting Common Stock.
Appears in 2 contracts
Samples: Merger Agreement (Flushing Financial Corp), Voting Agreement (Flushing Financial Corp)
Representations, Warranties and Covenants of the Shareholder. 4.1 3.1 The Shareholder represents, represents and warrants and, where applicable, covenants to Trulieve as followseach of Gran Tierra and ExchangeCo, and acknowledges that Trulieve each of Gran Tierra and ExchangeCo is relying upon these representations, such representations and warranties and covenants in connection with the entering into of this Shareholder Support Agreement and the Arrangement Agreementthat:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under has good and sufficient power, authority and right to enter into this Shareholder Support Agreement and to perform the Exchange Act) all of the Subject Shares set forth on Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject SharesShareholder's obligations hereunder;
(b) assuming the due execution and delivery of this Shareholder has the full corporate power (if the Support Agreement by Gran Tierra and ExchangeCo, this Shareholder Support Agreement is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, obligation of the Shareholder enforceable by Trulieve each of Gran Tierra and ExchangeCo against the Shareholder in accordance with its terms (subject only to the limitation that the enforceability of any limitation under bankruptcywaiver of statutory rights may be limited by applicable law), insolvency or other 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;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s its obligations hereunder will result in not constitute a breach violation of or constitute a default under under, or conflict with, any provision contract, commitment, agreement, arrangement, understanding or restriction of (i) any agreement or instrument kind to which the Shareholder is a party or by which the Shareholder is bound;
(c) the Shareholder is the beneficial owner of, or exercises control or direction over, the Presently Held Securities and the Shareholder has, or in the case of the After Acquired Securities will have, good and sufficient power, authority and right to transfer or cause to be transferred the legal and beneficial title to the Subject Securities to Gran Tierra or ExchangeCo, as applicable, with good and marketable title thereto free and clear of all liens, charges, encumbrances, security interests and other rights of others whatsoever; and
(d) the Presently Held Securities represent all of the Solana Shares beneficially owned or over which the Shareholder exercises control or direction and the Shareholder does not hold any other rights to acquire any Xxxxxx Xxxxxx, other than the Solana Options and Solana Warrants set forth on the signature page hereof. The foregoing representations and warranties will be true and correct on the date hereof and on the date of completion of the Arrangement.
3.2 The Shareholder covenants and agrees with each of Gran Tierra and ExchangeCo that the Shareholder will not, and will use its reasonable commercial efforts to cause its representatives and advisors not to, directly or indirectly:
(a) solicit, facilitate, initiate or encourage or take any action to solicit, facilitate or encourage any Solana Acquisition Proposal;
(b) enter into or participate in any negotiations or initiate any discussion regarding an Solana Acquisition Proposal, or furnish to any other person any information with respect to Xxxxxx's business, properties, operations, prospects or conditions (financial or otherwise) in connection with an Solana Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person to do or seek to do any of the Shareholder’s property foregoing; or
(c) take any action that might reasonably be expected to reduce the likelihood of success of the Arrangement, provided that, if the Shareholder is a director or assets officer of Xxxxxx, the foregoing provisions of this Section 3.2 shall not restrict the Shareholder from discharging his or her fiduciary duties to Xxxxxx as a director or officer (or both).
3.3 The Shareholder covenants and agrees with each of Gran Tierra and ExchangeCo that so long as the Shareholder is boundrequired to vote the Subject Securities in favour of the Arrangement hereunder, that:
(iia) it will notify Gran Tierra promptly if any judgmentdiscussions or negotiations of the nature contemplated by Section 3.2 are sought or if any proposal in respect of an Solana Acquisition Proposal is received, decreebeing considered or indicated to be forthcoming, order unless Gran Tierra has been so notified by or award on behalf of Xxxxxx;
(b) except as contemplated herein, it shall not sell, assign, convey, otherwise dispose of or pledge, charge, encumber or grant a security interest in or grant to any Governmental Entity against other person any interest in any of the ShareholderSubject Securities;
(c) it shall not exercise any shareholder rights or remedies available at common law or pursuant to applicable securities or corporate laws to delay, hinder, upset or challenge the Arrangement;
(iiid) any law, statute, ordinance, regulation or rule applicable it shall exercise all voting rights attached to the ShareholderSubject Securities to vote against any resolution to be considered by the securityholders of Solana that, except in each case as would not if approved, could reasonably be expected, either individually considered to reduce the likelihood of success of the Arrangement;
(e) it shall exercise all voting rights attached to the Subject Securities owned or in the aggregate, to impair the ability of controlled by the Shareholder to perform cause Solana and its obligations hereundersubsidiaries to carry on their respective businesses in the regular and ordinary course consistent with past practice;
(f) other than pursuant in connection with the completion of the Arrangement, if the Shareholder is a director or officer of Solana, it will, if requested by Gran Tierra, resign his or her position as a director and/or officer of Xxxxxx (and Xxxxxx's subsidiaries) effective at such time as may be requested by Gran Tierra (provided such time is not prior to an Existing Lock-up Agreement, the Subject Shares are effective time of the Arrangement) and will be use its reasonable commercial efforts to enable Gran Tierra and ExchangeCo to elect or appoint all of the directors of Solana (and Xxxxxx's subsidiaries) and to effect an orderly transition of management and control of Solana (and Xxxxxx's subsidiaries) at all times up until the Effective Time free time and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on in the Shareholder’s voting rights, charges and other encumbrances of any nature manner requested by Gran Tierra; and
(other than any encumbrances created by this Agreement or arising g) it shall use its reasonable commercial efforts to cause Xxxxxx to perform its obligations under applicable federal and state securities laws) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or to the exercise or fulfillment of the rights and obligations of Trulieve or extent such is within its power (subject to any fiduciary duties to which the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates that would reasonably may 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; and
(h) no consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreementsubject).
Appears in 1 contract
Samples: Shareholder Support Agreement (Gran Tierra Energy, Inc.)
Representations, Warranties and Covenants of the Shareholder. 4.1 2.1 The Shareholder represents, represents and warrants and, where applicable, covenants to Trulieve as followsSolana, and acknowledges that Trulieve Xxxxxx is relying upon these representations, such representations and warranties and covenants in connection with the entering into of this Shareholder Support Agreement and the Arrangement Agreementthat:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under has good and sufficient power, authority and right to enter into this Shareholder Support Agreement and to perform the Exchange Act) all of the Subject Shares set forth on Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject SharesShareholder's obligations hereunder;
(b) assuming the due execution and delivery of this Shareholder has the full corporate power (if the Support Agreement by Xxxxxx, this Shareholder Support Agreement is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, obligation of the Shareholder enforceable by Trulieve Xxxxxx against the Shareholder in accordance with its terms (subject only to the limitation that the enforceability of any limitation under bankruptcywaiver of statutory rights may be limited by applicable law), insolvency or other 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;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s its obligations hereunder will result in not constitute a breach violation of or constitute a default under under, or conflict with, any provision contract, commitment, agreement, arrangement, understanding or restriction of (i) any agreement or instrument kind to which the Shareholder is a party or by which the Shareholder is bound;
(c) the Shareholder is the beneficial owner of, or exercises control or direction over, the Presently Held Securities; and
(d) the Presently Held Securities represent all of the GT Shares beneficially owned or over which the Shareholder exercises control or direction. The foregoing representations and warranties will be true and correct on the date hereof and on the date of completion of the Arrangement.
2.2 The Shareholder covenants and agrees with Xxxxxx that the Shareholder will not, and will use its reasonable commercial efforts to cause its representatives and advisors not to, directly or indirectly take any action that might reasonably be expected to reduce the likelihood of success of the Arrangement, provided that, if the Shareholder is a director or officer of GT, the foregoing provisions of this Section 2.2 shall not restrict the Shareholder from discharging his or her fiduciary duties to GT as a director or officer (or both).
2.3 The Shareholder covenants and agrees with Xxxxxx that so long as the Shareholder is required to vote the Subject Securities in favour of the Arrangement hereunder, that:
(a) except as contemplated herein, it shall not sell, assign, convey, otherwise dispose of or pledge, charge, encumber or grant a security interest in or grant to any other person any interest in any of the Shareholder’s property Subject Securities;
(b) it shall not exercise any shareholder rights or assets is boundremedies available at common law or pursuant to applicable securities or corporate laws to delay, hinder, upset or challenge the Arrangement;
(iic) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable it shall exercise all voting rights attached to the ShareholderSubject Securities to vote against any resolution to be considered by the securityholders of GT that, except in each case as would not if approved, could reasonably be expected, either individually considered to reduce the likelihood of success of the Arrangement;
(d) it shall exercise all voting rights attached to the Subject Securities owned or controlled by the Shareholder to cause GT and its subsidiaries to carry on their respective businesses in the aggregate, regular and ordinary course consistent with past practice; and
(e) it shall use its reasonable commercial efforts to impair the ability of the Shareholder cause GT to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, 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 the 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) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or to the exercise or fulfillment of the rights and obligations of Trulieve or extent such is within its power (subject to any fiduciary duties to which the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates that would reasonably may 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; and
(h) no consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreementsubject).
Appears in 1 contract
Samples: Shareholder Support Agreement (Gran Tierra Energy, Inc.)
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve Tilray as follows, and acknowledges that Trulieve Tilray is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve Tilray against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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 injunctionterms;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s obligations hereunder will result in a breach of or constitute a default under any provision of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder’s 's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, 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 the 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) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve Tilray or the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, or 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; and;
(h) no consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreement; and
(i) no broker, investment banker, financial advisor or other person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Tilray, Aphria 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 the Shareholder.
Appears in 1 contract
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve Tilray as follows, and acknowledges that Trulieve Tilray is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve Tilray against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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 injunctionterms;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s obligations hereunder will result in a breach of or constitute a default under any provision of (i) any 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, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, 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 the 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) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve Tilray or the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, or 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; and;
(h) no consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreement; and
(i) no broker, investment banker, financial advisor or other person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Tilray, Aphria 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 the Shareholder.
Appears in 1 contract
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve Tilray as follows, and acknowledges that Trulieve Tilray is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve Tilray against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s obligations hereunder will result in a breach of or constitute a default under any provision of (i) any 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, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, 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 the 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) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve Tilray or the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity 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; and
(h) no consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreement.
Appears in 1 contract
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve the Purchaser as follows, and acknowledges that Trulieve the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined)Encumbrances, and (ii) except pursuant hereto, there there
(A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party or subject relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and and
(B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) since November 20, 2021, the Shareholder has not offered, sold, gifted, assigned, transferred, exchanged, disposed of, pledged, tendered, encumbered, granted a security interest in, hypothecated or otherwise conveyed any Company Shares or securities convertible into Company Shares to any Person;
(c) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s 's obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite spousal and other approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(cd) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s 's obligations hereunder will result in a breach of or constitute a default under any provision of of: (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder’s 's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, the Subject Shares are are, and will be at all times up until the Effective Time Time, free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, co-sale rights, agreements, limitations on the 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) (“Encumbrances”) Encumbrances that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve the Purchaser or the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or its Affiliates or Associates 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; and
(h) no consent of if the Shareholder is married, he or she has delivered with this Agreement a Spousal Consent in the form attached hereto as Schedule B, executed by the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreement's spouse.
Appears in 1 contract
Samples: Voting Support Agreement
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve Aphria as follows, and acknowledges that Trulieve Aphria is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve Aphria against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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 injunctionterms;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s obligations hereunder will result in a breach of or constitute a default under any provision of (i) any 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, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, 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 the 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) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve Aphria or the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, or 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; and;
(h) no consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreement; and
(i) no broker, investment banker, financial advisor or other person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Tilray, Aphria 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 the Shareholder.
Appears in 1 contract
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve Avalanche as follows, and acknowledges that Trulieve Avalanche is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve Avalanche against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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 injunctionterms;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s obligations hereunder will result in a breach of or constitute a default under any provision of (i) any 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, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, 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 the 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) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve Titan, Avalanche or the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, or 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; and;
(h) no consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreement; and
(i) no broker, investment banker, financial advisor or other person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Titan, Avalanche 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 the Shareholder.
Appears in 1 contract
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve Aphria as follows, and acknowledges that Trulieve Aphria is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant hereto, there (A) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve Aphria against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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 injunctionterms;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s obligations hereunder will result in a breach of or constitute a default under any provision of (i) any agreement or instrument to which the Shareholder is a party or by which the Shareholder or any of the Shareholder’s 's property or assets is bound, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, 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 the 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) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve Aphria or the Shareholder under this Agreement or the Arrangement Agreement;
(g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, or 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; and;
(h) no consent of the Shareholder’s spouse is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreement; and
(i) no broker, investment banker, financial advisor or other person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Tilray, Aphria 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 the Shareholder.
Appears in 1 contract
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve the Purchaser as follows, and acknowledges that Trulieve the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) (i) the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of the Subject Shares set forth on Exhibit Schedule A, and (B) will own beneficially any additional Subject Shares acquired after the date of this Agreement, in each instance, free and clear of all Encumbrances (as hereinafter defined), and (ii) except pursuant heretoas set forth on Schedule A hereto or as otherwise provided hereunder, there (AY) are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer transfer or voting of any of the Subject Shares set forth on Exhibit Schedule A, and there are no voting trusts or voting agreements with respect to such Subject Shares, and (BZ) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, and constitutes a legal, valid and binding obligation, enforceable by Trulieve the Purchaser against the Shareholder in accordance with its terms subject only to any limitation under terms, except as may be limited by bankruptcy, insolvency or and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion that of a court may exercise in the granting of equitable remedies such as specific performance and injunctioncompetent jurisdiction;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
(e) 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 the Shareholder’s obligations hereunder will result in a breach of or constitute a default under any provision of (i) any 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, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any 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 impair the ability of the Shareholder to perform its obligations hereunder;
(fe) other than pursuant to an Existing Lock-up Agreement, 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 the 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 lawsSecurities Laws) (“Encumbrances”) that could adversely affect the Plan of Arrangement, the Arrangement Agreement, or the exercise or fulfillment of the rights and obligations of Trulieve the Purchaser, the Company or the Shareholder under this Agreement or the Arrangement Agreement;
(gf) there are no legal proceedings in progress or pending before any Governmental Entity 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; and;
(hg) no consent of the Shareholder’s spouse that has not been obtained is necessary under any “community property” or other Laws in order for the Shareholder to enter into and perform its obligations under this Agreement; and
(h) no broker, investment banker, financial advisor or other Person (including the Shareholder) is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by the Purchaser, the Company 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 the Shareholder.
Appears in 1 contract
Representations, Warranties and Covenants of the Shareholder. 4.1 The Shareholder represents, warrants and, where applicable, covenants to Trulieve as follows, and acknowledges that Trulieve is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:
(a) The Shareholder represents and warrants that: (ia) it is the Shareholder (A) owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all beneficial owner of the Subject Shares set forth on Exhibit ASecurities, and no other securities of Oromin; (Bb) it has the sole right to deposit the Subject Securities to the Offer and vote and dispose of the Subject Securities and will own beneficially have the right to deposit the Subject Securities to the Offer and to vote and dispose of any additional subsequently acquired Oromin Shares; (c) none of the Subject Shares acquired after the date of Securities are subject to any voting or tender agreement (other than this Agreement) or adverse claim; (d) no person, in each instancefirm, free and clear or corporation has any agreement or option, or any right or privilege capable of all Encumbrances (as hereinafter defined)becoming an agreement or option, and (ii) except pursuant heretofor the purchase, there (A) are no options, warrants acquisition or other rights, agreements, arrangements or commitments of any character to which transfer from the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of the Subject Shares set forth on Exhibit ASecurities, and there are no voting trusts or voting agreements with respect except for Teranga pursuant to such Subject Shares, and (B) there will not be any options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, Transfer or voting of any of additional Subject Shares acquired after the date of this Agreement, and there will not be any voting trusts or voting agreements with respect to such additional Subject Shares;
(b) the Shareholder has the full corporate power (if the Shareholder is a corporation) and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy and power of attorney described in Section 3.1(e)) and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder and to complete the transactions contemplated in the Arrangement Agreement;
(c) this Agreement has been duly and validly executed and delivered by the Shareholder and, constitutes a legal, valid and binding obligation, enforceable by Trulieve against the Shareholder in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other 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;
(d) if the Shareholder is a corporation, limited partnership or limited liability company, the Shareholder is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted;
; (e) none of the execution and delivery Subject Securities to be acquired by Teranga from the Shareholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Shareholder with the Shareholder’s obligations hereunder will result in a breach of or constitute a default under any provision of (i) any 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, (ii) any judgment, decree, order or award of any Governmental Entity against the Shareholder, or (iii) any law, statute, ordinance, regulation or rule applicable pursuant to the Shareholder, except in each case as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Shareholder to perform its obligations hereunder;
(f) other than pursuant to an Existing Lock-up Agreement, the Subject Shares are and Offer will be at all times up until the Effective Time acquired free and clear of any security interestsand all mortgages, liens, claimscharges, pledgesencumbrances and adverse claims of or against the Shareholder and no security holder approvals are required in order to sell the Subject Securities to Teranga and (f) it has full power and authority to make, optionsenter into and carry out the terms of this Agreement.
(b) The Shareholder acknowledges and agrees that Teranga may, rights in its sole discretion, modify or waive any term or condition of first refusalthe Offer; provided that Teranga shall not, co-sale rights, agreements, limitations on decrease the Shareholder’s voting rights, charges and other encumbrances consideration per Oromin Share.
(c) The Shareholder agrees to notify Teranga of any nature proposal, inquiry or request that the Shareholder receives, or of which Shareholder becomes aware, regarding a change of control of Oromin.
(other than any encumbrances created by d) The Shareholder hereby confirms, covenants and agrees that it has no agreement, commitment or understanding with Teranga in respect of the Offer except as set out in this Agreement and hereby consents to and acknowledges that it will be treated as part of the minority for purposes of any minority approval requirement under Multilateral Instrument 61-101 (or arising under applicable federal and state securities lawssuccessor provisions or equivalent provisions in other jurisdictions) in any regulatory or court proceedings.
(“Encumbrances”e) The Shareholder hereby agrees that could adversely affect it shall not, from the Plan date hereof until the termination of Arrangement, the Arrangement this Agreement, except in accordance with the terms of this Agreement:
(i) acquire direct or the exercise indirect beneficial ownership or fulfillment holding of the rights and obligations of Trulieve or the Shareholder under this Agreement control or the Arrangement Agreementdirection over any additional Oromin Shares;
(gii) there are no legal proceedings in progress any manner, directly or pending before indirectly, seek, or propose, initiate, support, induce, participate with or provide any Governmental Entity or, encouragement or assistance to any other person with respect to or relating to any person seeking or attempting to seek or engage in any activity or act with respect to the knowledge effective control of Oromin, whether as a shareholder or otherwise, either alone or with any other person or persons;
(iii) solicit, or arrange or provide assistance to any other person to arrange for the Shareholdersolicitation of, threatened against purchases of or offers to sell Oromin Shares or act in concert or jointly with any other person for the Shareholder purpose of acquiring Oromin Shares or its Affiliates the purpose of affecting the control of Oromin;
(iv) assist any person, entity or group in taking or planning any action that would reasonably be expectedcompete with, either individually restrain or otherwise serve to interfere with or inhibit Teranga in connection with the Proposed Transaction;
(v) act jointly or in concert with others with respect to voting securities of Oromin for the aggregate, to materially impair purpose of opposing or competing with Teranga in connection with the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunderProposed Transaction; and
(hvi) no consent take any action to encourage or assist any other person to do any of the Shareholder’s spouse is necessary under any “community property” or other Laws prohibited acts referred to in order for the Shareholder to enter into and perform its obligations under foregoing provisions of this AgreementSection 3.
Appears in 1 contract
