Support of the Arrangement Sample Clauses

Support of the Arrangement. The Holder hereby agrees, in his/her capacity as shareholder of the Corporation, that he/she will support the Arrangement and vote the Holder Shares, and any other voting securities of the Corporation directly or indirectly acquired by or issued to the Holder after the date hereof (including without limitation any Shares issued upon the exercise of the Holder Options), if any, in favour of the Arrangement and any other matter reasonably necessary for the consummation of the Arrangement (notwithstanding, if applicable, any Adverse Recommendation Change). If requested by the Purchaser, the Holder shall deliver or cause to be delivered to the Corporation duly executed proxies in favour of the Purchaser voting in favour of the Arrangement and any other matter reasonably necessary for the consummation of the Arrangement.
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Support of the Arrangement. On the terms and subject to the conditions of this Agreement, the Shareholder hereby covenants and agrees in favour of Parent and Acquisition Sub that, from the date hereof until the termination of this Agreement in accordance with Article 4, the Shareholder will: (a) take all action necessary to vote or cause to be voted (and not withdraw) the Subject Shares in favour of the Arrangement Resolution at the Meeting including in connection with any separate vote of any sub group of Securityholders that may be required to be taken including, without limitation, duly instructing any intermediaries who hold the Subject Shares to so vote the Subject Shares and, in furtherance of the foregoing, the Shareholder will deliver no later than five Business Days prior to the date of the Meeting a duly executed proxy or a duly executed voting instruction form to the intermediary through which the Shareholder holds the Shareholder’s beneficial interest in the Subject Shares (provided that if the Shareholder is a non objecting beneficial owner, such voting instructions shall be delivered directly to the Company), in each case with a copy to Parent and Acquisition Sub concurrently, and directing the proxyholder or instructing the intermediary, as the case may be, that the Subject Shares be voted at the Meeting in favour of the Arrangement Resolution and any such proxy or voting instructions shall not be revoked without the written consent of Parent and Acquisition Sub; and (b) take all action necessary to vote or cause the Subject Shares to be voted (and not withdrawn) against any Acquisition Proposal at any meeting of Securityholders called for the purpose of considering same including, without limitation, duly directing proxyholders or instructing any intermediaries who hold the Subject Shares on behalf of the Shareholder to so vote the Subject Shares; and (c) if the Arrangement Agreement is amended, or superseded by any further agreement, arrangement or understanding, such that the acquisition of control of the Company and its Subsidiaries, or the acquisition of all or substantially all of the assets of the Company, by Parent or Acquisition Sub or any of their Affiliates is provided for by means of an alternative structure (“Alternative Structure Transaction”), the Shareholder shall, for greater certainty during the term of this Agreement, upon Parent's written request, at no cost to the Shareholder, (i) deposit the Shareholder’s Subject Shares into a take-over bid and no...
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Support of the Arrangement. The Canadian Arrow Board has taken into account, among other things, the Canadian Arrow Fairness Opinion, determined that the Arrangement is in the best interests of Canadian Arrow and the Canadian Arrow Shareholders. The Canadian Arrow Board has approved the Arrangement and the other transactions contemplated by this Arrangement Agreement and determined to recommend approval of the Arrangement Resolution to the Canadian Arrow Shareholders.
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Support of the Arrangement. (a) RBC Capital Markets Corporation has delivered to the Company an opinion dated the date of this Agreement to the effect that, as of such date and based upon and subject to the qualifications and assumptions set forth therein, the consideration to be received by the Shareholders pursuant to the Arrangement is fair to such Shareholders from a financial point of view, a copy of which will have been delivered to Parent within five days of the date of this Agreement. (b) The Board of Directors, following consultation with its financial and legal advisors and on receipt of a recommendation of the Special Committee, has unanimously: (i) determined that the Arrangement is fair to the Shareholders and it is in the best interests of the Company; and (ii) approved the entering into of this Agreement and the making of recommendation that Shareholders vote in favour of the Arrangement Resolution.
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Support of the Arrangement. A special committee of independent and disinterested directors of the XxXxxx Mining Board has received an opinion of Xxxxxxx Xxxxx Ltd. dated the date of this Arrangement Agreement, to the effect that, as of such date and subject to the assumptions, qualifications, limitations and other matters set out therein, the consideration payable by XxXxxx Mining pursuant to the Arrangement is fair, from a financial point of view, to XxXxxx Mining. The XxXxxx Mining Board has, taking into account, among other things, the recommendation of a special committee of the XxXxxx Mining Board, determined that the Arrangement is in the best interests of XxXxxx Mining and the XxXxxx Mining Shareholders.
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Support of the Arrangement. Lexam VG Gold has received: (i) a formal valuation with respect to the Arrangement dated the date of this Arrangement Agreement prepared by INFOR Financial Inc. in compliance with the requirements of MI 61-101 (the “Lexam VG Gold Valuation”); and (ii) an opinion of INFOR Financial Inc. dated the date of this Arrangement Agreement, to the effect that, as of such date and subject to the assumptions and limitations set out therein, the Arrangement is fair, from a financial point of view, to Lexam VG Gold Shareholders (the “Lexam VG Gold Fairness Opinion”). The Lexam VG Gold Board has, taking into account, among other things, the recommendation of a special committee of independent and disinterested directors of the Lexam VG Gold Board, the Lexam VG Gold Valuation and the Lexam VG Gold Fairness Opinion, determined that the Arrangement is in the best interests of Lexam VG Gold and the Lexam VG Gold Shareholders. The Lexam VG Gold Board has approved the Arrangement and any other transactions contemplated by this Arrangement Agreement and determined to recommend approval of the Arrangement Resolution to the Lexam VG Gold Shareholders.
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Support of the Arrangement. The Bison Board has, taking into account, among other things, the recommendation of a special committee of independent and disinterested directors of the Bison Board and the Bison Fairness Opinion, determined that the Arrangement is in the best interests of Bison and the Bison Shareholders. The Bison Board has approved the Arrangement and the other transactions contemplated by this Arrangement Agreement and determined to recommend approval of the Arrangement Resolution to the Bison Shareholders.
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Support of the Arrangement. The Buena Vista Board has determined that the Arrangement is in the best interests of Buena Vista and the Buena Vista Shareholders. The Buena Vista Board has approved the Arrangement and the other transactions contemplated by this Arrangement Agreement and determined to recommend approval of the Arrangement Resolution to the Buena Vista Shareholders.
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Related to Support of the Arrangement

  • The Arrangement Commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following sequence, in each case without any further authorization, act or formality on the part of any Person: (a) at the Effective Time: (i) each Dissenting Share held by an Aphria Dissenting Shareholder who is ultimately determined to be entitled to be paid the fair value of the Dissenting Shares in respect of which such Aphria Dissenting Shareholder has exercised Dissent Rights shall be, and shall be deemed to be, transferred by the holder thereof, without any further act or formality on its part, to Aphria (free and clear of all Liens) and such Aphria Dissenting Shareholder will cease to be the holder thereof or to have any rights as a holder in respect of such Dissenting Share other than the right to be paid the fair value of such Dissenting Share determined and payable in accordance with Article 4; and (ii) at the same time as the step in Section 3.1(b)(i) occurs, the name of each Aphria Dissenting Shareholder shall be removed from the register of the Aphria Shares and such Dissenting Shares shall be automatically cancelled as of the Effective Date; (b) at the same time as the steps in Section 3.1(a) occur: (i) each Aphria Share outstanding immediately prior to the Effective Time (other than Dissenting Shares held by Aphria Dissenting Shareholders who are ultimately determined to be entitled to be paid the fair value of their Dissenting Shares as determined in accordance with Article 4), shall be, and shall be deemed to be, transferred by the holder thereof to Tilray (free and clear of all Liens) in exchange for issuance of the Share Consideration; (ii) at the same time as the step in Section 3.1(b)(i) occurs, the holder of each Aphria Share transferred to Tilray pursuant to Section 3.1(b)(i) shall cease to be the holder thereof, or to have any rights as a holder thereof other than the right to receive the Share Consideration issuable in respect of each Aphria Share held pursuant to Section 3.1(b)(i) and shall be removed from the register of the Aphria Shares and legal and beneficial title to each such Aphria Share shall be transferred to Tilray and Tilray will be and be deemed to be the transferee and legal and beneficial owner of such Aphria Share (free and clear of any Liens) and will be entered in the central securities register of Aphria as the sole holder thereof; and (iii) Tilray will be the holder of all of the outstanding Aphria Shares; (c) immediately after the steps in Section 3.1(b) occur: (i) each Aphria Option, other than any Continuing Aphria Option, to the extent it has not been exercised as of the Effective Date, will be exchanged by the holder thereof, without any further act or formality and free and clear of all Liens, for a stock option (a “Replacement Option”) to purchase a number of Tilray Shares equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares issuable on exercise of such Aphria Option immediately prior to the Effective Time (rounded down to the next whole number of Tilray Shares) for an exercise price per Tilray Share (rounded up to the nearest whole cent) equal to the exercise price per share of such Aphria Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded down to two decimal places, and the Aphria Options shall thereupon be cancelled. The term to expiry, conditions to and manner of exercise and other terms and conditions of each of the Replacement Options shall be the same as the terms and conditions of the Aphria Option for which it is exchanged except that such Replacement Options shall be governed by the terms and conditions of the Tilray Plan and, in the event of any inconsistency or conflict the Tilray Plan shall govern. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Aphria Options by Aphria Securityholders resident in Canada who acquired Aphria Options by virtue of their employment. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Replacement Option held by such an Aphria Securityholder will be increased such that the In-The-Money Amount of the Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Aphria Option immediately before the exchange. For any Aphria Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code, it is intended that such exchange will comply with Treasury Regulation Section 1.424(1)(a). For any Aphria Option that is a nonqualified option held by a US taxpayer, it is intended that such exchange will be implemented in a manner intended comply with Section 409A of the Code. Any document previously evidencing the Aphria Option shall thereafter evidence and be deemed to evidence such Replacement Option and no certificates evidencing the Replacement Options shall be issued; (ii) each Continuing Aphria Option shall, without any further action on the part of any holder of any Continuing Aphria Option, be continued on the same terms and conditions as were applicable immediately prior to the Effective Time, except that, pursuant to the terms of the Aphria Omnibus Incentive Plan, the terms of the Continuing Aphria Options shall be amended so as to substitute for the Aphria Shares subject to such Continuing Aphria Options such number of Tilray Shares equal to (A) the number of Aphria Shares subject to the Continuing Aphria Options immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to two decimal places; (iii) each Aphria RSU other than a Continuing Aphria RSU, to the extent it has not been exercised as of the Effective Date, will be exchanged by the holder thereof, without any further act or formality and free and clear of all Liens, for an award of restricted share units granted by Tilray (the “Replacement RSUs”) in respect of a number of Tilray Shares equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares underlying such Aphria RSUs immediately prior to the Effective Time (rounded down to the next whole number of Tilray Shares), and the Aphria RSUs shall thereupon be cancelled. The term to expiry, conditions to and manner of receipt and other terms and conditions of each of the Replacement RSUs shall be the same as the terms and conditions of the Aphria RSU for which it is exchanged except that such Replacement RSU shall be governed by the terms and conditions of the Tilray Plan and, in the event of any inconsistency or conflict the Tilray Plan shall govern. Any document previously evidencing the Aphria RSUs shall thereafter evidence and be deemed to evidence such Replacement RSUs and no certificates evidencing the Replacement RSUs shall be issued. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Aphria RSUs by Aphria Securityholders resident in Canada who acquired Aphria RSUs by virtue of their employment; (iv) each Continuing Aphria RSU shall, without any further action on the part of any holder of any Continuing Aphria RSU, be continued on the same terms and conditions as were applicable immediately prior to the Effective Time, except that, pursuant to the terms of the Aphria Omnibus Incentive Plan, the terms of the Continuing Aphria RSUs shall be amended so as to substitute for the Aphria Shares subject to such Continuing Aphria RSUs such number of Tilray Shares equal to (A) the number of Aphria Shares subject to the Continuing Aphria RSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to two decimal places; (v) each Aphria DSU other than a Continuing Aphria DSU, to the extent it has not been exercised as of the Effective Date, will be exchanged by the holder thereof, without any further act or formality and free and clear of all Liens, for an award of deferred share units granted by Tilray (the “Replacement DSUs”) in respect of a number of Tilray Shares equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares underlying such Aphria DSUs immediately prior to the Effective Time (rounded down to the next whole number of Tilray Shares), and the Aphria DSUs shall thereupon be cancelled. The term to expiry, conditions to and manner of receipt and other terms and conditions of each of the Replacement DSUs shall be the same as the terms and conditions of the Aphria DSU for which it is exchanged except that such Replacement DSU shall be governed by the terms and conditions of the Tilray Plan and, in the event of any inconsistency or conflict the Tilray Plan shall govern. Any document previously evidencing the Aphria DSUs shall thereafter evidence and be deemed to evidence such Replacement DSUs and no certificates evidencing the Replacement DSUs shall be issued. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Aphria DSUs by Aphria Securityholders resident in Canada who acquired Aphria DSUs by virtue of their employment; (vi) each Continuing Aphria DSU shall, without any further action on the part of any holder of any Continuing Aphria DSU, be continued on the same terms and conditions as were applicable immediately prior to the Effective Time, except that, pursuant to the terms of the Aphria Omnibus Incentive Plan, the terms of the Continuing Aphria DSUs shall be amended so as to substitute for the Aphria Shares subject to such Continuing Aphria DSUs such number of Tilray Shares equal to (A) the number of Aphria Shares subject to the Continuing Aphria DSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to two decimal places; (vii) each 2016 Aphria Warrant, to the extent it has not been exercised as of the Effective Date, will be exchanged by the holder thereof, without any further act or formality and free and clear of all Liens, for a warrant (a “Replacement Warrant”) to purchase a number of Tilray Shares equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares issuable on exercise of such Aphria Warrant immediately prior to the Effective Time for an exercise price per Tilray Share equal to the exercise price per share of such Aphria Warrant immediately prior to the Effective Time divided by the Exchange Ratio, rounded down to two decimal places, and rounded up to the nearest whole cent (provided that, if the foregoing calculation results in a Replacement Warrant being exercisable for a fraction of a Tilray Share, then the number of Tilray Shares subject to such Replacement Warrant shall be rounded down to the next whole number of Tilray Shares) and the 2016 Aphria Warrants shall thereupon be cancelled. The term to expiry, conditions to and manner of exercise and other terms and conditions of each of the Replacement Warrants shall be the same as the terms and conditions of the 2016 Aphria Warrant for which it is exchanged. Any document previously evidencing a 2016 Aphria Warrant shall thereafter evidence and be deemed to evidence such Replacement Warrant and no certificates evidencing the Replacement Warrants shall be issued; (viii) other than the 2016 Aphria Warrants, each Aphria Warrant shall, without any further action on the part of any holder of Aphria Warrant, be continued on the same terms and conditions as were applicable immediately prior to the Effective Time, except that, pursuant to the terms of the Aphria Warrant Indenture, the terms of the Aphria Warrants shall be amended so as to substitute for the Aphria Shares subject to such Aphria Warrants such number of Tilray Shares equal to (A) the number of Aphria Shares subject to the Aphria Warrants immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to two decimal places; (ix) the Aphria Warrant Indenture shall be terminated and, for greater certainty, all rights to receive any securities of the Aphria formerly held by Aphria Securityholders shall be extinguished; and (d) no person shall have any rights, liabilities or other obligations in respect of the share capital of Aphria other than Tilray and each holder of Aphria Shares, Aphria Options, Continuing Aphria Options, Aphria RSUs, Continuing Aphria RSUs, Aphria DSUs, Continuing Aphria DSUs or 2016 Aphria Warrants outstanding immediately prior to the Effective Time, with respect to each step set out above applicable to such holder, shall be deemed, at the time such step occurs, to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer all Aphria Shares, Aphria Options, Aphria RSUs, Aphria DSUs or 2016 Aphria Warrants held by such holder in accordance with such step.

  • Modifications to the Agreement This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

  • Modification of the Agreement Notwithstanding any of the provisions of this Agreement, the parties may agree to amend this Agreement. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

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