Second Stage Transaction Sample Clauses

Second Stage Transaction. If the Offeror takes up and pays for Common Shares pursuant to the terms of the Offer, and thereby acquires at least 50% of the Common Shares, the Offeror agrees to use all commercially reasonable efforts to acquire, and the Company agrees to use all commercially reasonable efforts to assist the Offeror in acquiring, the balance of the Common Shares as soon as practicable and in any event within a period of six (6) months following the date on which the Common Shares are first taken up and paid for by the Offeror, by way of a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions (each a “Second Stage Transaction”) carried out for consideration per Common Share that (i) consists of the same form of consideration paid pursuant to the Offer, and (ii) in respect of each such form of consideration, is not less than the consideration paid pursuant to the Offer. Nothing herein shall be construed to prevent the Offeror from acquiring, directly or indirectly, additional Common Shares in privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Applicable Securities Laws (including by way of compulsory acquisition) following completion of the Offer.

Second Stage Transaction. If Hawker takes up and pays for Zorin Shares pursuant to the terms of the Offer, and thereby acquires at least the Minimum Required Shares, Hawker agrees to use all commercially reasonable efforts to acquire, and Zorin agrees to use all commercially reasonable efforts to assist Hawker in acquiring, the balance of the Zorin Shares by way of compulsory acquisition or a statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions (“Second Stage Transaction”) carried out for consideration per Zorin Share not less than the consideration paid pursuant to the Offer (it being understood that Hawker shall be under no obligation to pay more than that amount). Nothing herein shall be construed to prevent Hawker from acquiring, directly or indirectly, additional Zorin Shares in privately negotiated transactions, in another take-over bid, tender or exchange offer, or otherwise in accordance with Securities Laws (including by way of compulsory acquisition) following completion of the Offer.

Second Stage Transaction. (a) If xXxxxx and Fulcrum obtain Securityholder Agreements executed by holders of more than 66 2/3% but fewer than 100% of Fulcrum Shares (the "Minimum Condition"), xXxxxx agrees to use all commercially reasonable efforts to acquire, and Fulcrum agrees to use all commercially reasonable efforts to assist xXxxxx in acquiring, the balance of the Fulcrum Shares by way of a compulsory acquisition, statutory arrangement, amalgamation, merger, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions (a "Second Stage Transaction") carried out for consideration per Fulcrum Share that: (i) consists of the same form of consideration paid pursuant to this Agreement; and (ii) in respect of each such form of consideration, is not less than the consideration paid pursuant to this Agreement. Nothing herein will be construed to prevent xXxxxx from acquiring, directly or indirectly, additional Fulcrum Shares in privately negotiated transactions, in a take-over bid, tender or exchange offer, or otherwise in accordance with Applicable Laws (including by way of compulsory acquisition) following completion of the Minimum Condition. (b) Without limiting the above, Fulcrum and xXxxxx agree that if xXxxxx is required to effect a Second Stage Transaction which requires approval of Fulcrum's shareholders at a meeting of Fulcrum's shareholders, Fulcrum shall take all action necessary in accordance with Applicable Laws and the constating documents of Fulcrum to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable to consider and vote upon the action proposed by xXxxxx. In the event of such a meeting or meetings, Fulcrum shall use all commercially reasonable efforts to mail to its shareholders an Information Circular with respect to the meeting of Fulcrum's shareholders. The term "Information Circular" shall mean such proxy or other required informational statement or circular, as the case may be, and all related materials at the time required to be mailed to Fulcrum's shareholders and all amendments or supplements thereto, if any. xXxxxx and Fulcrum each shall use all commercially reasonable efforts to obtain and furnish the information required to be included in any Information Circular. The information provided and to be provided by xXxxxx and Fulcrum for use in the Information Circular, on both the date the Information Circular is first mailed to Fulcrum's shareholders and on the date a...

Second Stage Transaction. If Purchaser takes up and pays for, or otherwise acquires, directly or indirectly at least the Minimum Required Shares pursuant to the terms of the Offer, Purchaser agrees to use all commercially reasonable efforts to acquire, and Addax agrees to use commercially reasonable efforts to assist Purchaser in acquiring, the balance of the Addax Shares as soon as practicable and in any event within a period of 120 days following the Take-up Date by way of a compulsory acquisition, statutory arrangement, amalgamation, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions (each a “Second Stage Transaction”) carried out for a consideration per Addax Share not less than the Purchase Consideration paid pursuant to the Offer. Nothing herein shall be construed to prevent Purchaser, following the successful completion of the Offer, from acquiring, directly or indirectly, additional Addax Shares in the open market or in privately negotiated transactions or otherwise, in accordance with Securities Laws.