Shareholder Support. In connection with the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement), if and only if, any approval of securityholders of Target is required under applicable Canadian securities Laws (including the rules of the Canadian Securities Exchange and, for greater certainty, any “minority approval” as such term is defined in Multilateral Instrument 61- 101 – Protection of Minority Securityholders in Special Transactions) (“Transaction Shareholder Approval”), the Shareholder hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 4, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Target Shares (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of Target at which the Shareholder or any registered or beneficial owner of the Target Shares are entitled to vote to obtain the Transaction Shareholder Approval; or (ii) in any action by written consent of the securityholders of Target, in favour of the approval, consent, ratification and adoption of any resolution approving the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement).
Shareholder Support. In connection with the Merger and the Elemental Shareholder Resolution, Xx Xxxxxx hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 4, to take all steps necessary to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of Elemental at which Xx Xxxxxx or any registered or beneficial owner of the Subject Securities are entitled to vote in favour of the Elemental Shareholder Resolution (and any other actions reasonably required for the consummation of the Transactions); and (ii) in any action by written consent of the securityholders of Elemental, in favour of the approval, consent, ratification and adoption of the Elemental Shareholder Resolution (and any other actions reasonably required for the consummation of the Transactions).
Shareholder Support. In connection with the Arrangement and any transactions contemplated in connection with the Arrangement Agreement, the Shareholder hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 4, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities, to the extent they carry a right to vote: (i) at any meeting of any of the securityholders of Aquila at which the Shareholder or any registered holder of the Subject Securities is entitled to vote in favour of the approval of the Arrangement, any other matter necessary for the consummation of the Arrangement and any other transaction contemplated in connection with the Arrangement Agreement; or (ii) in any action by written consent of securityholders of Aquila, in favour of the approval, consent, ratification and adoption of any resolution approving the Arrangement, any other matter necessary for the consummation of the Arrangement and any other transaction contemplated in connection with the Arrangement Agreement (each of (i) or (ii) above, the “Transaction Shareholder Approval”).
Shareholder Support. In connection with the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement), the Shareholder hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 3, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of Novamind at which the Shareholder or any registered or beneficial owner of the Subject Securities are entitled to vote in favour of the approval of the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement and any other matter necessary for the consummation of the Arrangement); or (ii) in any action by written consent of the securityholders of Novamind, in favour of the approval, consent, ratification and adoption of any resolution approving the Arrangement and any other matter necessary for the consummation of the Arrangement or any other transaction contemplated in connection with the Arrangement Agreement.
Shareholder Support. The Purchaser is not aware that any Purchaser Shareholders are not supportive of the Arrangement and no Purchaser Shareholders has indicated to the Purchaser that it intends to vote against the Purchaser Resolution or to propose a competing resolution or take any other action which would be contrary to the Purchaser Resolution being passed.
Shareholder Support. In the event that TeleDiffusion de France International S.A. does not complete the exchange of its shareholding in the Parent for a shareholding in CCIC (the "TDF ROLL-UP") on or before 16th July, 1999, it will procure that TeleDiffusion de France International S.A. gives a support letter substantially in the form of that delivered by CCIC in order to satisfy the requirement set out in paragraph 14 of Schedule 3.
Shareholder Support. In connection with the Merger and the Elemental Shareholder Resolution, each of the Shareholders severally, and not jointly or jointly and severally, hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 4, to take all steps necessary to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of Elemental at which the Shareholder or any registered or beneficial owner of the Subject Securities are entitled to vote in favour of the Elemental Shareholder Resolution (and any other actions required for the consummation of the Transactions); and (ii) in any action by written consent of the securityholders of Elemental, in favour of the approval, consent, ratification and adoption of the Elemental Shareholder Resolution (and any other actions required for the consummation of the Transactions).
Shareholder Support. In connection with the Arrangement and any transactions contemplated in connection with the Arrangement Agreement, the Shareholders hereby severally, and not jointly and severally, covenant, undertake and agree from time to time, until such time as this Agreement is terminated in accordance with Article 4, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities, to the extent they carry a right to vote: (i) at any meeting of any of the securityholders of Aquila at which the Shareholders or any registered holder of the Subject Securities are entitled to vote in favour of the approval of the Arrangement, any other matter necessary for the consummation of the Arrangement and any other transaction contemplated in connection with the Arrangement Agreement; or (ii) in any action by written consent of securityholders of Aquila, in favour of the approval, consent, ratification and adoption of any resolution approving the Arrangement, any other matter necessary for the consummation of the Arrangement and any other transaction contemplated in connection with the Arrangement Agreement (each of (i) or (ii) above, the “Transaction Shareholder Approval”).
Shareholder Support. (a) Any nomination and election of the Management Nominees to the Board is subject to the approval of Shareholders (including compliance with any majority voting policy, rule or law) and regulatory approval, if required.
(b) Each Investor covenants with the Corporation that, at each Shareholder Meeting, it shall not vote, or cause to be voted, any Equity Securities or take any other action that could reasonably result in a Management Nominee failing to be elected at a Shareholder Meeting or appointed in accordance with applicable law.
(c) The obligations of each Investor under Section 3.8(b) are several and not joint and several.
Shareholder Support. In connection with the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement), if and only if, any approval of securityholders of META is required under applicable Securities Laws (including the Canadian Securities Exchange and, for greater certainty, any “minority approval” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions) (“Transaction Shareholder Approval”), each of the Shareholders severally, and not jointly or jointly and severally, hereby covenants, undertakes and agrees from time to time, until such time as this Agreement is terminated in accordance with Article 4, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all of the Subject Securities (to the extent they carry a right to vote): (i) at any meeting of any of the securityholders of META at which the Shareholder or any registered or beneficial owner of the Subject Securities are entitled to vote to obtain the Transaction Shareholder Approval; or (ii) in any action by written consent of the securityholders of META, in favour of the approval, consent, ratification and adoption of any resolution approving the Arrangement (and any transactions contemplated in connection with the Arrangement Agreement).
