The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association and applicable Laws as soon as reasonably practicable and in any event on or before February 11, 2013 and not to propose to adjourn or postpone the Company Meeting: (i) except as required for quorum purposes or by applicable Law or by a Governmental Entity; (ii) except as required under Section 7.2(8); or (iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval. (2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser. (3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution. (4) The Company shall give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting. (5) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request. (6) The Company shall promptly advise the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicable.
Appears in 4 contracts
Samples: Acquisition Agreement, Acquisition Agreement, Acquisition Agreement
The Company Meeting. The Company shall:
(1a) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association Constating Documents and applicable Laws Law, including the policies of the CSE, as soon as reasonably practicable and practical and, in any event but subject to compliance by the Purchaser with its obligations in Section 2.4, on or before February 11June 28, 2013 2019 (or such later date as may be agreed to by the Parties in writing or required as a result of a delay by the Purchaser in providing the information required pursuant to Section 2.4(4)) and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(i) except in the case of an adjournment, as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8in which case the Company Meeting shall be adjourned and not cancelled); or
(iiiii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approvalas otherwise permitted under this Agreement.
(2b) The Company shall fix a record date for subject to compliance by the purposes directors and officers of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company with their fiduciary duties and the Purchaser.
(3) The Company shall terms of this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Arrangement and the completion of the transactions contemplated by this Agreement, including, at the Company’s discretion or if so requested by the Purchaser, acting reasonably, and at the Purchaser’s sole expense, subject to the Company’s mutual agreement, using dealer the services of dealers and proxy solicitation services services, consulting with the Purchaser in the selection and cooperating retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any persons engaged by such agent, and (i) permit the Purchaser to solicit proxies assist and participate in favour all calls and meetings with such proxy solicitation agent, (ii) provide the Purchaser with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actions;
(c) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Company, as reasonably requested in writing from time to time by the Purchaser;
(d) consult with the Purchaser in fixing the record date for the Company Meeting and the date of the approval of the Arrangement Resolution.
(4) The Company shall Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5e) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request in writing and at least on a daily basis on each of the last ten business days Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6f) The Company shall promptly advise the Purchaser of any communication (written or oral) from any Person in opposition to the Arrangement, written notice of dissent or dissent, purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by Rights, and provide the Company and, subject Purchaser with a reasonable opportunity to applicable Laws, review and comment upon any written communications sent by or on behalf of the Company to any Shareholder exercising such Person and to participate in any discussions, negotiations or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall proceedings involving any such Person;
(g) not make any payment or settlement offer, or agree to any such settlement, payment or settlement prior to the Effective Time with respect to any such notice of dissent claims regarding the Arrangement or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser;
(h) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting, unless required by Law or with the Purchaser’s consent; and
(i) at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Company Shares (including holders of Company Options, Company Compensation Options and Company RSUs), and (iii) participants and book-based nominee registrants such paymentas CDS & Co., settlement offer or settlement as applicableand non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares.
Appears in 3 contracts
Samples: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Acreage Holdings, Inc.)
The Company Meeting. (1) Subject to the terms of this Agreement and receipt of the Interim Order and provided that this Agreement has not been terminatedOrder, the Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association Constating Documents and applicable Laws Law as soon as reasonably practicable and shall use commercially reasonable efforts to convene and conduct the Company Meeting on or before November 30, 2022 and in any event, subject to the Purchaser’s compliance with Section 2.4(4), not later than January 5, 2023 or such other date as the Parties hereto otherwise agree in writing each acting reasonably (provided that it shall be deemed reasonable for a Party to refuse to agree to another date if a later date is requested by the other Party as a result of an event that was not outside the reasonable control of such other Party), and set the record date for the Shareholders entitled to vote at the Company Meeting as promptly as practicable, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except as required or permitted under Section 4.8(3) or Section 5.4(5) or as required for quorum purposes (in which case, the Company Meeting shall be adjourned and not cancelled) or as required by Law or by a Governmental Entity, provided that (i) upon the reasonable request of the Purchaser, the Company shall adjourn or postpone the Company Meeting to a date specified by the Purchaser, provided that the Company Meeting, so adjourned or postponed, shall not be later than 10 Business Days after the date on which the Company Meeting was originally scheduled and in any event on or before February 11shall not be later than the date that is 20 Business Days prior to the Outside Date, 2013 and not to propose (ii) the Company shall be entitled to adjourn or postpone the Company Meeting:
(i) except as required for quorum purposes or by applicable Law or by Meeting to a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented date that is not later than 10 Business Days after the date on which the Company Meeting was originally scheduled and in any event, shall be no later than the date that is 20 Business Days prior to by the Purchaser Outside Date, in each case for the purpose purposes of attempting to obtain the Requisite Shareholder Approval.level of approval of the Company Shareholders required by the Interim Order;
(2b) The Company shall fix a record date for subject to the purposes terms of determining this Agreement and compliance by the Shareholders entitled to receive notice directors and officers of and to vote at the Company Meetingwith their fiduciary duties, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonablyand at the expense of the Purchaser and/or any of its affiliates, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser firms to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any proxy solicitation services firm retained by the Company, as requested from time to time by the Purchaser;
(d) give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5e) The Company shall as promptly as reasonably practicable, advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days 10 Business Days prior to the date of the Company Meeting, and promptly following receipt of proxy tallies over the last three (3) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6f) The Company shall as promptly as reasonably practicable, advise the Purchaser of any material communication (written notice of dissent or purported exercise oral) from or claims brought by (or threatened to be brought by) any Shareholder of Dissent Rights received by the Company Person in relation opposition to the Arrangement Resolution and any purported exercise or withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall Shareholders;
(g) not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time payment or settlement with respect to any such notice of dissent or purported exercise of Dissent Rights unless Rights, without the Purchaser shall have given its prior written consent of the Purchaser, acting reasonably. The Company shall make any payments or settlements with respect to such paymentDissent Rights solely out of its own funds. No funds will be supplied by the Purchaser, settlement offer nor will the Purchaser directly or settlement indirectly reimburse the Company, for any payments with respect to Dissent Rights; and
(h) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or except as applicableset out in the Interim Order and consented to in writing by the Purchaser, acting reasonably.
Appears in 2 contracts
Samples: Arrangement Agreement (SNDL Inc.), Arrangement Agreement (Valens Company, Inc.)
The Company Meeting. (1a) Subject to the terms of this Agreement Agreement, the Interim Order, and the Interim Order and provided that this Agreement has not been terminatedprovision of the SPAC Information, the Company agrees to shall convene and conduct the Company Meeting in accordance with the Interim OrderCompany Governance Documents, the Company’s memorandum of association and articles of association and applicable Laws and the Interim Order as soon as reasonably practicable practicable, and in any event on shall not adjourn, postpone or before February 11cancel (or propose the adjournments, 2013 and postponement or cancellation of) the Company Meeting without the prior written consent of SPAC (not to propose to adjourn be unreasonably withheld, delayed or postpone conditioned), except in the Company Meeting:
(i) except case of an adjournment as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2) purposes. The Company shall fix a consult with SPAC in fixing the record date for the purposes Company Meeting and the date of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.
(4) The Company shall give notice to the Purchaser SPAC of the Company Meeting and allow the PurchaserSPAC’s representatives and legal counsel to attend the Company Meeting. The Company shall use its reasonable best efforts to obtain the Company Required Approval of the Company Arrangement Resolution, including instructing the management proxyholders named in the Canadian Information Circular to vote any discretionary or blank proxy submitted by shareholders in favor of such action, and shall take all other action reasonably necessary or advisable to secure the Company Required Approvals.
(5b) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Company Meeting, as provide SPAC with (i) updates with respect to the aggregate tally of the proxies received by the Company in respect of the Company Arrangement Resolution and Resolution, (ii) updates with respect to any further information respecting such proxies as communication (written or oral) from any Company Shareholder in opposition to the Purchaser may reasonably request.
(6) The Company shall promptly advise the Purchaser of Arrangement or any written notice of dissent or dissent, purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Arrangement Dissent Rights received by Rights, (iii) the Company and, subject right to applicable Laws, any written communications sent by demand postponement or on behalf adjournment of the Company Meeting if, based on the tally of proxies, the Company will not receive the Company Required Approvals; provided, however, that the Company shall not be permitted to any Shareholder exercising or purporting to exercise Dissent Rights in relation postpone the Company Meeting more than the earlier of (A) five (5) Business Days prior to the Arrangement ResolutionOutside Date and (B) ten (10) days from the date of the first Company Meeting without the prior written consent of SPAC (not to be unreasonably withheld, delayed or conditioned), and (iv) the right to review and comment on all communications sent to Company Shareholders. The Company shall not make any payment or settlement offer, or agree to any such settlement, payment or settlement prior to the Arrangement Effective Time with respect to any such notice of dissent or purported exercise of Arrangement Dissent Rights unless without the Purchaser shall have given its prior written consent of SPAC (not to such paymentbe unreasonably withheld, settlement offer conditioned or settlement as applicabledelayed).
Appears in 2 contracts
Samples: Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.)
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedOrder, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association amalgamation and by-laws and applicable Laws as soon as reasonably practicable and in any event on or before February 11May 1, 2013 2008 and not to propose to adjourn or postpone the Company MeetingMeeting without the prior consent of the Purchaser:
(ia) except as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled) or by applicable Law or by a Governmental Entity;
(iib) except as required under Section 7.2(87.1(2) or Section 7.2(7); or
(iiic) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approvalrequisite approval of the Arrangement Resolution.
(2) The Upon request of the Purchaser, the Company shall fix adjourn or postpone the Company Meeting to a record date for specified by the purposes of determining the Shareholders entitled to receive notice of and to vote at Purchaser, provided that the Company Meeting, so adjourned or postponed shall not be later than 15 business days after the date on which record date shall be January 14, 2013 or such other date as agreed by the Company Meeting was originally scheduled and in any event shall not be later than the Purchaserdate that is five business days prior to the Outside Date.
(3) The Notwithstanding the receipt by the Company of a Superior Proposal in accordance with Section 7.2, unless otherwise agreed to in writing by the Purchaser or except as required by applicable Law or by a Governmental Entity, the Company shall continue to take all reasonable steps necessary to hold the Company Meeting and to cause the Arrangement to be voted on at the Company Meeting and shall not propose to adjourn or postpone the Company Meeting other than as contemplated by Section 2.3(1).
(4) Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution; provided, however, if the Company makes any Change in Recommendation in accordance with Section 7.2(9), it shall remain obligated to solicit proxies, but shall no longer be obligated to recommend approval of the Arrangement Resolution.
(45) The Company shall give notice to consult with the Purchaser in fixing the date of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.
(56) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten five business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably requestResolution.
(67) The Company shall promptly advise the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicable.
Appears in 2 contracts
Samples: Arrangement Agreement (CHC Helicopter Corp), Voting Support Agreement (CHC Helicopter Corp)
The Company Meeting. (1) Subject to the terms of this Agreement and the receipt of the Interim Order and provided that this Agreement has not been terminatedOrder, the Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association Constating Documents and applicable Laws as soon as reasonably practicable practicable, and in any event on or before February 11November 15, 2013 2021 (or such later date as may be agreed to by the Parties in writing), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, acting reasonably, except:
(i) except in the case of an adjournment, as required for quorum purposes or (in which case the Company Meeting shall be adjourned and not cancelled);
(ii) as required by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to as required or permitted under Section 4.7(3) or Section 5.4(5);
(b) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.Purchaser, acting reasonably:
(2i) The Company shall fix a record date for if requested by the purposes of determining the Shareholders entitled to receive notice of and to vote Purchaser, retaining (at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company Company’s cost) dealer and the Purchaser.
(3) The Company shall use its commercially reasonable efforts proxy solicitation services firms to solicit proxies in favour of the approval of the Arrangement Resolution;
(ii) considering the input of the Purchaser with respect to the solicitation of proxies in respect of the Company Meeting;
(iii) permitting the Purchaser to assist and participate in all material interactions with such proxy solicitation agent;
(iv) providing the Purchaser with all material information distributions or updates from the proxy solicitation agent;
(v) consulting with, includingand considering any suggestions from the Purchaser with regards to the proxy solicitation agent; and
(vi) consulting with the Purchaser and keeping the Purchaser apprised, if so with respect to such solicitation and other actions.
(c) provide the Purchaser with copies of or access to information as requested from time to time by the Purchaser, acting reasonably, using dealer and regarding the Company Meeting generated by any transfer agent or proxy solicitation services and cooperating with any persons engaged firm which has been retained by the Company;
(d) promptly advise Purchaser of any communication (written or oral) from or claims brought by (or threatened to solicit proxies be brought by) any Person in favour opposition to the transactions contemplated by this Agreement and, without limiting the foregoing, of any notice of dissent or purported exercise by any registered Company Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Company and, subject to applicable Laws, any written communications sent by or on behalf of Company to any registered Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution (and Company shall provide Purchaser with an opportunity to review and comment on any such written communications);
(e) fix and publish a record date for the purposes of determining Company Shareholders entitled to receive notice of and vote at the Company Meeting in accordance with the Interim Order;
(f) consult with the Purchaser in fixing the record date for the date of the approval Company Meeting and the date of the Arrangement Resolution.
(4) The Company shall Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5g) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution Resolution;
(h) not, except as set out in the Interim Order and only with the consent of the Purchaser, change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any further information respecting such adjournment or postponement of the Company Meeting (unless required by Law);
(i) not without the consent of the Purchaser, waive or extend the deadline for the submission of proxies as by the Company Shareholders for the Company Meeting; and
(j) at the request of the Purchaser may reasonably requestfrom time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Company Shares, and (iii) to the extent available to the Company, participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Company Shares and other security holders of the Company, together with their addresses and respective holdings of Company Shares and other securities of the Company.
(62) The Notwithstanding the receipt by the Company of a Company Superior Proposal in accordance with Article 5, unless otherwise agreed to in writing by the Purchaser, the Company shall promptly advise continue to take all steps necessary to hold the Company Meeting and to cause the Arrangement to be voted on at the Company Meeting and not propose or adjourn or postpone the Company Meeting, other than:
(a) as contemplated by Section 2.3(1)(a);
(b) where there has been a material breach by the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received this Agreement which has not been cured in accordance with Section 4.7; or
(c) where this agreement has been terminated by the Company in relation pursuant to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableSection 7.2(1)(c)(iii).
Appears in 2 contracts
Samples: Arrangement Agreement (TerrAscend Corp.), Arrangement Agreement
The Company Meeting. The Company shall:
(1a) Subject to in consultation with the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedPurchaser, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable (and in any event the Company shall use commercially reasonable efforts to do so on or before February 11November 19, 2013 2021, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of)) the Company Meeting:
Meeting without the prior written consent of the Purchaser: (i) except as required or permitted under Section 4.10(3) or Section 5.4(5); (ii) except as required for quorum purposes or (in which case, the Company Meeting shall be adjourned and not cancelled); (iii) except as required by applicable Law or by a Governmental Entity;
; or (ii) except as required under Section 7.2(8); or
(iiiiv) except for an adjournment consented to by adjournments for not more than ten (10) Business Days in the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date aggregate for the purposes of determining attempting to solicit proxies to obtain the Shareholders entitled requisite approval of the Arrangement Resolution;
(b) subject to receive notice the terms of this Agreement, solicit proxies in favour of the approval of the Arrangement Resolution and to vote against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, and at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and expense of the Purchaser.
(3) The Company shall use its commercially reasonable efforts , using proxy solicitation services firms to solicit proxies in favour of the approval of the Arrangement Resolution;
(c) promptly provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any proxy solicitation services firm retained by the Company (if applicable), including, if so as requested from time to time by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating ;
(d) consult with any persons engaged by the Purchaser to solicit proxies in favour fixing the date of the approval Company Meeting and record date of the Arrangement Resolution.
(4) The Company shall Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5e) The Company shall advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6f) The Company shall promptly advise the Purchaser of any material communication (written notice of dissent or purported exercise oral) from or claims brought by (or threatened to be brought by) any Shareholder of Dissent Rights received by the Company Person in relation opposition to the Arrangement Resolution and any purported exercise or withdrawal of Dissent Rights received by Company Shareholders;
(g) not change the record date for the Shareholders entitled to vote at the Company and, subject to applicable Laws, Meeting in connection with any written communications sent by adjournment or on behalf postponement of the Company to any Shareholder exercising Meeting unless required by Law or purporting to exercise Dissent Rights in relation to as otherwise contemplated under the Arrangement Resolution. The Company shall terms of this Agreement; and
(h) not make any payment or settlement offer, or agree to any such settlement, prior to before the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights or any other claim in opposition of the Arrangement unless the Purchaser shall have has given its prior written consent (which may be granted or withheld in the Purchaser’s sole and absolute discretion) to such payment, settlement offer or settlement as applicable.
Appears in 2 contracts
Samples: Arrangement Agreement (Spire Global, Inc.), Arrangement Agreement (Spire Global, Inc.)
The Company Meeting. The Company shall:
(1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable (and in any event the Company will use its commercially reasonable efforts to do so on or before February 11, 2013 the date which is 70 days after the date of this Agreement) and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company Meeting:
Meeting without the prior written consent of the Purchaser, except: (ia) except as required or permitted under Section 5.4(5); (b) as required for quorum purposes or (in which case, the Company Meeting shall be adjourned and not cancelled); (c) as required by applicable Law or by a Governmental Entity;
; or (iid) except as required under Section 7.2(8); or
for adjournments for not more than ten (iii10) except for an adjournment consented to by Business Days in the Purchaser aggregate for the purpose purposes of attempting soliciting proxies if necessary to obtain the Requisite Shareholder Approval.requisite approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution;
(2) The Company shall fix a record date for subject to the purposes terms of determining this Agreement, solicit proxies in favour of the Shareholders entitled to receive notice approval of the Arrangement Resolution and to vote against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the Transactions, including at the Company Meeting, which record date shall be January 14, 2013 Company’s discretion or such other date as agreed if so requested by the Company and Purchaser, at the Purchaser.
(3) The Company shall use its commercially reasonable efforts ’s expense, using proxy solicitation services firms to solicit proxies in favour of the approval of the Arrangement Resolution;
(3) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any proxy solicitation services firm retained by the Company, including, if so as requested from time to time by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4) The consult with the Purchaser in fixing the date of the Company shall Meeting and the record date of the Company Meeting and give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel Representatives to attend the Company Meeting.;
(5) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6) The Company shall promptly advise the Purchaser of any communication (written notice of dissent or oral) from or claims brought by (or threatened to be brought by) any Shareholder in opposition to the Arrangement and any communication related to, or purported exercise by any Shareholder of or withdrawal of, Dissent Rights received by Shareholders and the Company in relation shall not settle or agree to the Arrangement Resolution and settle any withdrawal of such claims or Dissent Rights received by without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed; and
(7) not change the record date for the Shareholders entitled to vote at the Company and, subject to applicable Laws, Meeting in connection with any written communications sent by adjournment or on behalf postponement of the Company to any Shareholder exercising Meeting unless required by Law or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its Purchaser’s prior written consent to such payment, settlement offer or settlement as applicableis provided.
Appears in 2 contracts
Samples: Arrangement Agreement, Arrangement Agreement (Dominion Diamond Corp)
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the The Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable (and in any event the Company will use all reasonable commercial efforts to do so on or before February 11September 21, 2013 2012), and, in this regard, the Company shall abridge, as necessary, any time periods that may be abridged under Securities Laws, for the purpose of considering the Arrangement Resolution and the Preferred Shareholder Resolution and for any other proper purpose as may be set out in the Company Circular and agreed to by the Purchaser, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company Meeting:
(iMeeting without the prior written consent of the Purchaser, except as required or permitted under Section 2.3(1)(h), Section 4.10(3) except or Section 5.4(5), or as required for quorum purposes (in which case, the Company Meeting, shall be adjourned and not cancelled) or as required by applicable Law or by a Governmental Entity;
(iib) except as required under Section 7.2(8); or
(iii) except for an adjournment consented subject to the terms of this Agreement and compliance by the Purchaser for the purpose directors and officers of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingwith their fiduciary duties, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and the Preferred Shareholder Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution or the Preferred Shareholder Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services firms and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution and the Preferred Shareholder Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any proxy solicitation services firm, as requested from time to time by the Purchaser;
(d) consult with the Purchaser in fixing the date of the Company Meeting and the record date of the Company Meeting and give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5e) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Preferred Shareholder Resolution;
(6f) The Company shall promptly advise the Purchaser of any communication (written notice of dissent or purported exercise oral) from or claims brought by (or threatened to be brought by) any Shareholder of Dissent Rights received by the Company Person in relation opposition to the Arrangement Resolution and any and/or purported exercise or withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement ResolutionAffected Shareholders. The Company shall not make any payment settle or settlement offer, compromise or agree to settle or compromise any such settlementclaims without the prior written consent of the Purchaser, not to be unreasonably withheld;
(g) not change the record date for the Affected Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law; and
(h) if the Company Meeting is to be held during a Matching Period, at the request of Purchaser, adjourn or postpone the Company Meeting to a date specified by the Purchaser that is not later than 15 Business Days after the date on which the Company Meeting was originally scheduled and in any event to a date that is not later than five Business Days prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableOutside Date.
Appears in 2 contracts
Samples: Arrangement Agreement (Cnooc LTD), Arrangement Agreement (Nexen Inc)
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws as soon as reasonably practicable and in any event on or before February 11May [•], 2013 2017 and not to propose to adjourn or postpone the Company Meeting:
(i) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required or permitted under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder ShareholderSecurityholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14[•], 2013 2017 or such other date as agreed by the Company and the PurchaserPurchaser or as required by Law.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser (at its reasonable cost) to solicit proxies in favour of the approval of the Arrangement Resolution.
(4) The Company shall give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.
(5) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.
(6) The Company shall promptly advise the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicable.
(7) The Parent shall, and shall cause the Parent Parties to, vote the Parent Shares, or to submit a proxy in respect of the Parent Shares to vote, in favour of the Arrangement Resolution at the Company Meeting.
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the The Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws as soon as reasonably practicable and in any event Law on or before February 11October 17, 2013 and not to propose to adjourn or postpone the Company Meeting:
(i) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser 2016 , for the purpose of attempting considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular and agreed to obtain by the Requisite Shareholder ApprovalPurchaser, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except as required or permitted under Section 2.3(1)(j), Section 4.8(3) or Section 5.4(5).
(2b) The Company shall fix a record date for subject to the purposes terms of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingthis Agreement, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services firms and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser;
(d) permit the Purchaser to, on behalf of the management of the Company, directly or through a proxy solicitation services firm, actively solicit proxies in favour of the Arrangement Resolution on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(e) consult with the Purchaser in fixing the date of the Company Meeting and the record date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5f) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6g) The Company shall promptly advise the Purchaser of any communication (written notice of dissent or purported exercise oral) from or claims brought by (or threatened to be brought by) any Shareholder of Dissent Rights received by the Company Person in relation opposition to the Arrangement Resolution and any and/or purported exercise or withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement ResolutionShareholders. The Company shall not make any payment settle or settlement offercompromise, or agree to settle or compromise, any such settlementclaims without the prior written consent of the Purchaser;
(h) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or approved by the Purchaser;
(i) at the request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the Company Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Common Shares (including Company Warrantholders, Company Optionholders, holders of DSUs, holders of RSUs, and holders of any other securities convertible, exercisable or exchangeable for Common Shares), and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Company Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Company Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution; and
(j) at the request of the Purchaser, adjourn or postpone the Company Meeting to a date specified by the Purchaser that is not later than 15 Business Days after the date on which the Company Meeting was originally scheduled and in any event to a date that is not later than five Business Days prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableOutside Date.
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedOrder, the Company agrees shall: (a) as soon as reasonably practicable after the granting of the Interim Order, duly call and give notice of, and commence mailing of the Company Proxy to the holders of Common Shares, as of the record date established for, a meeting of holders of the Common Shares (the “Company Meeting”) to take place within 35 days following the first mailing of the Company Proxy to the Company Shareholders for purposes of seeking the Required Approval, (b) reasonably cooperate with the Parent in initiating a “broker search” in accordance with Rule 14a-13 of the 1934 Act as necessary to cause the Company to comply with its obligations set forth in the foregoing clause (a), (c) as soon as reasonably practicable following the commencement of the mailing of the Company Proxy pursuant to the foregoing clause (a), convene and conduct hold the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association 's Constating Documents and articles of association and applicable Laws as soon as reasonably practicable and in any event on or before February 11, 2013 and not to propose to Applicable Law; provided that the Company may adjourn or postpone the Company Meeting:
Meeting to a later date (i1) except as required for quorum purposes with the consent of the Parent or by applicable (2) to the extent the Company believes in good faith (after consultation with outside legal counsel) that such adjournment or postponement is reasonably necessary (x) due to Applicable Law or by a Governmental Entity;
request from the SEC or its staff, (iiy) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting allow reasonable additional time to solicit additional proxies necessary to obtain the Requisite Shareholder Approval.
Required Approval or (2z) The Company shall fix to ensure that there are sufficient Common Shares represented (either in person or by proxy) and voting to constitute a record date for quorum necessary to conduct the purposes business of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting; provided, which record date however, that unless required by Applicable Law, in no event shall be January 14, 2013 or such other date as agreed by the Company and Meeting be postponed or adjourned more than once or for more than 20 Business Days in the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour aggregate without the prior written consent of the approval Parent. Subject to Section 5.1, the Board of Directors shall recommend that the Company Shareholders vote in favor of the Arrangement Resolution, includingand the Company shall (x) include the Company Recommendation in the Company Proxy, (y) use its reasonable best efforts to obtain the Required Approval and (z) otherwise comply in all material respects with all legal requirements applicable to such meeting. In the event that the Board of Directors makes an Adverse Recommendation Change pursuant to Section 5.1 and this Agreement has not been terminated in accordance with its terms in connection therewith, the Company will nevertheless submit the Arrangement to the Company Shareholders for the purpose of obtaining the Required Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Company Meeting and (d) use commercially reasonable efforts to keep the Parent reasonably informed, if so requested by the PurchaserParent, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser to solicit proxies in favour of the approval status of its efforts to obtain the Arrangement Resolution.
(4) Required Approval. The Company shall give notice the Parent prompt notice, to the Purchaser extent Parent has been notified in writing, of the any purported exercise or withdrawal of Dissent Rights by Company Meeting Shareholders and allow the Purchaser’s representatives any other instruments served pursuant to Applicable Law and legal counsel to attend the Company Meeting.
(5) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.
(6) The Company shall promptly advise the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement ResolutionRights. The Company Parent shall not make any payment or settlement offerhave the right to participate in the strategy for, or agree to any such settlementand participate in, prior to the Effective Time all negotiations and Proceedings with respect to any such Dissent Rights. The Company may not, except with the prior written consent of the Parent, make any payments with respect to any Dissent Rights or settlement or offer to settle any demands in respect of Dissent Rights, or waive any failure by any holder of Common Shares to timely deliver a notice of dissent or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableof the Parent.
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the The Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws as soon as reasonably practicable and in any event Law on or before February 11March 15, 2013 and not to propose to adjourn 2024 (or postpone the Company Meeting:
(i) except such later date as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment may be consented to by the Purchaser in writing), for the purpose of attempting considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular and agreed to obtain by the Requisite Shareholder ApprovalPurchaser, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except as required or permitted under Section 2.3(1)(l), Section 4.8(3) or Section 5.2(2).
(2b) The Company shall fix a record date for subject to the purposes terms of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingthis Agreement, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services firms and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser;
(d) permit the Purchaser to, on behalf of the management of the Company, directly or through a proxy solicitation services firm, actively solicit proxies in favour of the Arrangement Resolution on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(e) consult with the Purchaser in fixing and publishing the date of the Company Meeting and the record date for the purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5f) The not change the record date for the Company shall advise Shareholders entitled to receive notice of and vote at the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date Company Meeting in connection with any adjournment or postponement of the Company Meeting, as to the aggregate tally of the proxies received Meeting unless required by Law or approved by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Purchaser;
(6h) The Company shall promptly advise the Purchaser of any communication (written notice of dissent or purported exercise oral) from or claims brought by (or threatened to be brought by) any Shareholder of Dissent Rights received by the Company Person in relation opposition to the Arrangement Resolution and any and/or purported exercise or withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement ResolutionShareholders. The Company shall not make any payment settle or settlement offercompromise, or agree to settle or compromise, any such settlementclaims without the prior written consent of the Purchaser;
(i) subject to Law, prior promptly advise the Purchaser of any material oral communications, and shall furnish promptly to the Effective Time Purchaser a copy of each material notice, report, schedule or other document or communication delivered, filed or received by the Company from the Exchange, any of the Securities Authorities or any other Governmental Entity in connection with, or in any way affecting, the Company Meeting, the Arrangement or the transactions contemplated herein;
(j) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or approved by the Purchaser;
(k) at the request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the Company Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Common Shares, and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, as applicable, and non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Company Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to any the Arrangement with the Company Shareholders and with such notice of dissent or purported exercise of Dissent Rights unless other Persons as are entitled to vote on the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicable.Arrangement Resolution; and
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the The Company agrees to will:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Organizational Documents and articles of association and applicable Laws Law as soon promptly as reasonably practicable after the date hereof (and in any event on or before February 11the Company will use commercially reasonable efforts to do so not later than April 30, 2013 2018) and, in this regard, the Company may abridge, any time periods that may be abridged under Securities Laws for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular and agreed to by the Purchaser and the Parent; set the record date for the Common Shareholders entitled to vote at the Company Meeting as promptly as reasonably practicable; and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company Meeting:
(i) Meeting without the prior written consent of the Purchaser and the Parent, which consent will not be unreasonably withheld, delayed or conditioned, except as required for quorum purposes (in which case the Company Meeting will be adjourned and not cancelled) or by applicable Law or by a Governmental Entity;
; provided however, that in the event that: (i) an Acquisition Proposal is publicly disclosed; or (ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented the Company provides a Superior Proposal Notice to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix on a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at that is less than 15 Business Days before the Company Meeting, which record the Company will either proceed with or will postpone the Company Meeting to a date shall be January 14that is not more than 15 Business Days after the scheduled date of the Company Meeting, 2013 or such other date as agreed directed by the Purchaser, acting reasonably. In connection with the Company Meeting, the Company will not utilize the notice-and-access process for purposes of sending the Company Circular and related materials to Company Securityholders and will instead print and mail physical copies of the Purchaser.Company Circular and related materials, and will directly or indirectly send such materials to all registered and beneficial Company Securityholders in accordance with Law, irrespective of standing instructions regarding the receipt of proxy-related materials;
(3b) The Company shall subject to the terms of this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the Transactions, including, ; if so requested by the PurchaserPurchaser and the Parent, acting reasonably, or otherwise desirable to the Company; using dealer and proxy solicitation services and cooperating with any persons engaged firms selected by the Purchaser Company and approved by the Parent, acting reasonably, to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The Company shall give notice to provide the Purchaser and the Parent with copies of or access to information regarding the Company Meeting generated by any proxy solicitation services firm engaged by the Company, as requested from time to time by the Purchaser or the Parent, acting reasonably;
(d) consult with the Purchaser and the Parent in fixing the date of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend record date of the Company Meeting.;
(5e) The Company shall promptly advise the Purchaser and the Parent, at such times as the Purchaser and the Parent may reasonably request, and at least on a daily basis on each of the last ten business days Business Days prior to the date of the Company Meeting, and promptly following receipt of proxy tallies over the last three Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as Resolution;
(f) give notice to the Purchaser may reasonably request.and the Parent of the Company Meeting and allow representatives of the Purchaser and the Parent and legal counsel to attend the Company Meeting;
(6g) The Company shall promptly advise the Purchaser and the Parent of any communication (written notice of dissent or purported exercise by any Shareholder of Dissent Rights oral) received by the Company Company, its Subsidiaries or their respective representatives from, or claims brought by (or threatened to be brought by), any Person in relation opposition to the Arrangement Resolution and any Transactions and/or relating to the purported exercise or withdrawal of Dissent Rights received by Common Shareholders, and the Company and, subject will: (i) provide the Purchaser and the Parent with an opportunity to applicable Laws, review and comment on any written communications sent by or on behalf of the Company to any Shareholder exercising such Person and to participate in any discussions, negotiations or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall proceedings with or including any such Persons; and (ii) not make any payment settle or settlement offer, compromise or agree to settle or compromise any such settlement, prior to the Effective Time with respect to any such notice of dissent claims or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser and the Parent; and
(h) not change the record date for the Common Shareholders entitled to such paymentvote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or if the Purchaser’s and the Parent’s prior written consent is provided, settlement offer not to be unreasonably withheld, delayed or settlement as applicableconditioned.
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedOrder, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association amalgamation, as amended, and applicable by-laws and Applicable Laws as soon as reasonably practicable and in any event on or before February 11July 15, 2013 2011 and not to propose to adjourn or postpone the Company Meeting:
(ia) except as required for quorum purposes or by applicable Applicable Law or by a Governmental EntityAuthority;
(iib) except as required under Section 7.2(8)6.4 of this Agreement; or
(iiic) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approvalrequisite approval of the Arrangement Resolution.
(2) The Company shall fix a record date for Subject to the purposes terms of determining the Shareholders entitled to receive notice of and to vote at this Agreement, the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall will use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by the Purchaser, acting reasonably, reasonably using dealer and proxy solicitation services and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.
(43) The Company shall will give notice to the Purchaser of the Company Meeting to the Purchaser and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.
(54) The Company shall will advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably requestResolution.
(65) The Company shall will promptly and, in any event, within one (1) Business Day advise the Purchaser of any written notice of dissent or purported exercise by any Common Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Applicable Laws, will provide the Purchaser with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any Common Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make settle any payment or settlement offer, or agree to any such settlement, prior to the Effective Time claims with respect to any such notice of dissent or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableof the Purchaser.
Appears in 1 contract
Samples: Acquisition Agreement (Big Lots Inc)
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association and applicable Laws as soon as reasonably practicable and in any event on or before February 11, 2013 and not to propose to adjourn or postpone the Company Meeting:
(i) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2a) The Company shall fix has fixed a record date of June 18, 2010 for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Company MeetingMeeting and shall not, which except if required by the Court, change the record date shall without the prior written consent of the Acquiror such consent not to be January 14unreasonably withheld or delayed.
(b) In accordance with the Interim Order and applicable Laws, 2013 as soon as reasonably practicable after the date of this Agreement, but in any event no later than August 27, 2010, or such other later date as agreed the Parties may agree, acting reasonably, the Company shall convene and hold the Company Meeting for the purpose of considering the Arrangement Resolution. Except as required by applicable Law or the Interim Order, or with the prior written consent of the Acquiror, the Arrangement Resolution shall be the only matter of business transacted at the Company Meeting; provided that if the Company is required by applicable Law or the Interim Order, or permitted by the Acquiror, to transact any other item of business at the Company Meeting, the Company shall cause the Arrangement Resolution to be considered and voted upon before any other item of business to be transacted at the PurchaserCompany Meeting.
(3c) Except as required by applicable Laws or unless this Agreement shall have been terminated in accordance with its terms, the Company shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Acquiror, other than in the circumstances contemplated by Section 7.3(b) or as directed by Gerdau in accordance with Section 6.2(c). The Company Meeting shall be held regardless of whether the Board or any committee thereof amends, modifies or withdraws its approval or recommendation of the Arrangement unless this Agreement shall have been terminated in accordance with its terms.
(d) The Company shall use its commercially reasonable efforts to solicit from the Public Shareholders proxies in favour of the approval of the Arrangement Resolution, including, if so requested by the Purchaser, acting reasonablyAcquiror, using dealer the services of dealers and proxy solicitation services at the Acquiror’s expense.
(e) The Company shall take all steps necessary (including any required disclosure in the Company Circular) to allow the Acquiror, directly or using the services of dealers and cooperating with any persons engaged by the Purchaser proxy solicitation services, to solicit from the Public Shareholders proxies in favour of the approval Arrangement Resolution and against any resolution submitted by any other Public Shareholder. Without limiting the generality of the Arrangement Resolutionforegoing, the Company shall, upon request from time to time by the Acquiror, deliver to the Acquiror: (i) basic lists of all registered Company Shareholders and other security holders of the Company or any of its subsidiaries, showing the name and address of each holder and the number of Common Shares or other securities of the Company or such subsidiaries held by each such holder, all as shown on the records of the Company or such subsidiaries, as applicable, as of a date that is not more than three business days prior to the date of delivery of such list and, to the extent in the possession of the Company, a list of participants in book-based clearing systems, nominee registered Company Shareholders or other securities of the Company or any of its subsidiaries, as the case may be, and non-registered beneficial owner lists that are available to the Company, and securities positions and other information and assistance as the Acquiror may reasonably request in connection with the solicitation of proxies or the transactions contemplated hereby, and (ii) from time to time, at the request of the Acquiror, updated or supplemental lists setting out any changes from the list(s) referred to in clause (i) of this Section 2.5(e).
(4) The Company shall give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.
(5f) The Company shall advise the Purchaser Acquiror as the Purchaser Acquiror may reasonably request, and at least on a daily basis on each of the last ten business days prior to the proxy cut-off date of for the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as other matters to be considered at the Purchaser may reasonably requestCompany Meeting.
(6g) The Company shall promptly advise the Purchaser Acquiror of (i) any communication (written or oral) received by the Company from the TSX or NYSE or any Securities Authority, or (ii) any written communication received by the Company from Public Shareholders in opposition to the Arrangement and any written notice of dissent Dissent Rights exercised or purported exercise to have been exercised by any Public Shareholder of Dissent Rights received by the Company or its representatives in relation to the Company Meeting or the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Public Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. .
(h) The Company shall not make any payment or settlement offer, or agree to any such settlement, prior will give notice to the Effective Time with respect Acquiror of the Company Meeting and allow the Acquiror’s representatives and legal counsel to any such notice of dissent or purported exercise of Dissent Rights unless attend and speak at the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableCompany Meeting.
Appears in 1 contract
Samples: Arrangement Agreement (Gerdau S.A.)
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the The Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable and possible, but in any event on or before February 11April 8, 2013 2016, for the purpose of considering the Arrangement Resolution and the Preferred Shareholder Resolution and for any other proper purpose as may be set out in the Company Circular and agreed to by the Purchaser, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company Meeting:
(iMeeting without the prior written consent of the Purchaser except as required or permitted under Section 2.3(1)(i), Section 4.8(3) except or Section 5.4(5), or as required for quorum purposes (in which case, the Company Meeting, shall be adjourned and not cancelled) or as required by applicable Law or by a Governmental Entity;
(iib) except as required under Section 7.2(8); or
(iii) except for an adjournment consented subject to by the Purchaser for the purpose terms of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingthis Agreement, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and the Preferred Shareholder Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution or the Preferred Shareholder Resolution and the completion of any of the transactions contemplated by this Agreement, including, at the Company’s discretion or if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services firms and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution and the Preferred Shareholder Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser;
(d) consult with the Purchaser in fixing the date of the Company Meeting and the record date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5e) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, and at least including, as applicable, on a daily basis on each of the last ten business days 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and the Preferred Shareholder Resolution;
(f) promptly advise the Purchaser of any further information respecting communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Arrangement and/or purported exercise or withdrawal of Dissent Rights by Company Shareholders. The Company shall not settle or compromise, or agree to settle or compromise, any such proxies claims without the prior written consent of the Purchaser;
(g) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law;
(h) at the reasonable request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Common Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the registered Preferred Shareholders, together with their addresses and respective holdings of Preferred Shares, (iii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Common Shares (including holders of Options, holders of DSUs, holders of RSUs and holders of PSUs), and (iv) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Common Shares and Preferred Shares, together with their addresses and respective holdings of Common Shares and/or Preferred Shares, all as can be reasonably obtained by the Company using the procedure set forth under Securities Laws. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Common Shareholders and Preferred Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request.; and
(6i) The if the Company shall promptly advise Meeting is to be held during a Matching Period, at the request of the Purchaser, adjourn or postpone the Company Meeting to a date specified by the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by that is not later than 10 Business Days after the date on which the Company Meeting was originally scheduled and in relation any event to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall a date that is not make any payment or settlement offer, or agree to any such settlement, later than five Business Days prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableOutside Date.
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedAgreement, the Company agrees to shall:
(1) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association Constating Documents and applicable Laws as soon as reasonably practicable and in any event Law on or before February 11January 31, 2013 2016, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular and agreed to by the Purchaser, acting reasonably, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company Meeting:
(i) Meeting without the prior written consent of the Purchaser, acting reasonably, except in the case of an adjournment as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required or permitted under Section 7.2(85.5(5); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.;
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using such mutually agreeable dealer and proxy solicitation services firms as the Purchaser may request, at the Company’s expense, and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(3) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser;
(4) The permit the Purchaser, on behalf of the management of the Company, directly or through a soliciting dealer, to actively solicit proxies in favour of the Arrangement on behalf of management of the Company shall in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(5) consult with the Purchaser in fixing the date of the Company Meeting (it being agreed that the Purchaser and the Company will use their commercially reasonable efforts to schedule the Company Meeting and the Purchaser Meeting on the same day and at the same time), give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives Representatives and legal counsel to attend the Company Meeting.;
(56) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(67) The Company shall promptly advise the Purchaser of any communication (written or oral) from any Company Shareholder in opposition to the Arrangement, written notice of dissent or dissent, purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by the Company andRights, subject to applicable Laws, any and written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall Rights;
(8) not make any payment or settlement offer, or agree to any such settlement, payment or settlement prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser;
(9) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting, or change any other matters in connection with the Company Meeting unless required by Law or approved by the Purchaser; and
(10) at the request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the Company Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Common Shares (including Company Optionholders), and (iii) participants and book-based nominee registrants such paymentas CDS & Co., settlement offer CEDE & Co. and DTC, and non- objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or settlement additional lists of Company Shareholders, and lists of securities positions and other assistance as applicablethe Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Company Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution.
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws as soon as reasonably practicable and in any event on or before February 11May 31, 2013 2017 and not to propose to adjourn or postpone the Company Meeting:
(i) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required or permitted under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14April 24, 2013 2017 or such other date as agreed by the Company and the PurchaserPurchaser or as required by Law.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser (at its reasonable cost) to solicit proxies in favour of the approval of the Arrangement Resolution.
(4) The Company shall give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.
(5) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.
(6) The Company shall promptly advise the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicable.
Appears in 1 contract
The Company Meeting. The Company shall:
(1a) Subject subject to and in accordance with the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedAgreement, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum Organizational Documents and Law, file a notice of association meeting and articles of association and applicable Laws record date as soon as reasonably practicable after the Registration Statement has been declared effective by the SEC (and in any event on or before February 11no later than three (3) Business Days thereafter) to set the record date for the Company Shareholders entitled to vote at the Company Meeting and will conduct the Company Meeting as soon as reasonably practicable thereafter (and no later than forty-five (45) days after filing the notice of meeting and record date), 2013 and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company Meeting:
(i) except Meeting without the prior written consent of the SPAC, acting reasonably, or as required for quorum purposes or by applicable Law or by a Governmental EntityAuthority; provided, that the Company shall not change the record date without the prior written consent of the SPAC (such consent not to be unreasonably withheld, conditioned or delayed);
(iib) except as required under Section 7.2(8); or
(iii) except for an adjournment consented subject to by the Purchaser for the purpose terms of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingthis Agreement, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable best efforts to solicit proxies in favour favor of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonablySPAC and at the Company’s sole expense, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser firms to solicit proxies in favour favor of the approval of the Arrangement Resolution.; provided, however, that the Company shall not be obligated to solicit proxies in favor of the Arrangement Resolution in the event that the Company Board withdraws or modifies the Company Board Recommendation in accordance with Section 6.6;
(4c) The Company shall give notice to the Purchaser SPAC of the Company Meeting and allow the PurchaserSPAC’s representatives and legal counsel to attend the Company Meeting.;
(5d) The Company shall as promptly as reasonably practicable, advise the Purchaser SPAC, at such times as the Purchaser SPAC may reasonably request, request and at least on a daily basis on each of the last ten business days (10) Business Days prior to the date of the Company Meeting, and promptly following receipt of proxy tallies over the last three (3) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as provide the Purchaser may reasonably request.right to the SPAC to demand up to one postponement or adjournment of the Company Meeting if, based on the tally of proxies, the Company will not receive the Required Company Shareholder Approval; provided, that the Company Meeting, so postponed or adjourned, shall not be later than ten (10) Business Days prior to the Outside Date (without the consent of the SPAC, not to be unreasonably withheld, conditioned or delayed);
(6e) The Company shall promptly advise the Purchaser SPAC of any material communication (written notice of dissent or purported exercise oral) from or claims brought by (or threatened to be brought by) any Shareholder of Dissent Rights received by the Company Person in relation opposition to the Arrangement Resolution and any purported exercise or withdrawal of Dissent Rights received by the Company Shareholders; and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall
(f) not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time payment or settlement with respect to any such notice of dissent or purported exercise of Dissent Rights unless Rights, without the Purchaser shall have given its prior written consent to such paymentof the SPAC, settlement offer or settlement as applicableacting reasonably.
Appears in 1 contract
Samples: Business Combination Agreement (Focus Impact Acquisition Corp.)
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedOrder, the Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable (and in any event initially scheduled to be held on or before February 11January 4, 2013 2021), and not to propose to adjourn adjourn, postpone or postpone cancel the Company MeetingMeeting without the prior written consent of the Purchaser, acting reasonably, except:
(i) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required permitted under Section 7.2(82.13(3) or Section 4.8(3); or
(iiiii) except for a postponement or an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Required Shareholder Approval.;
(2b) The Company shall fix provided that the Board has not made a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company MeetingChange in Recommendation, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and the Preferred Share Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution, the Preferred Share Resolution or the consummation of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using dealer and engaging the services of a proxy solicitation services firm reasonably acceptable to, and cooperating with any persons engaged by at the sole expense of, the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution and the Preferred Share Resolution.;
(4c) The Company shall give notice to promptly provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any proxy solicitation services firm retained by the Company, as requested from time to time by the Purchaser;
(d) consult with the Purchaser in fixing and publishing a record date for the purpose of determining Shareholders entitled to receive notice of and vote at the Company Meeting;
(e) consult with the Purchaser in fixing the date of the Company Meeting and allow the Purchaser’s representatives Representatives and legal counsel to attend the Company Meeting.;
(5f) The provided that the Board has not made a Change in Recommendation, permit the Purchaser to, directly or through a proxy solicitation services firm, actively solicit proxies in favour of the Arrangement on behalf of management of the Company shall and disclose in the Company Circular that the Purchaser may make such solicitation;
(g) not propose or submit for consideration at the Company Meeting any business without the Purchaser’s written consent, other than the Arrangement Resolution, the Preferred Share Resolution and any change to the name of the Company proposed by the Company;
(h) promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days (10) Business Days prior to the date of the Company Meeting and promptly following receipt of proxy tallies over the last two (2) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Preferred Share Resolution;
(6i) The Company shall promptly advise the Purchaser of any communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Arrangement Resolution or the Preferred Share Resolution, any written notice of dissent in respect thereof or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject and provide the Purchaser with a reasonable opportunity to applicable Laws, review and comment upon any written communications sent by or on behalf of the Company to any Shareholder exercising such Person and to participate in any discussions, negotiations or purporting proceedings with or including any such Person;
(j) settle or compromise, agree to exercise Dissent Rights in relation settle or compromise, or make, or agree to the Arrangement Resolution. The Company shall not make make, any payment or settlement offer, or agree with respect to any such settlementexercise or purported exercise of Dissent Rights, or acknowledge the valid exercise of Dissent Rights, prior to the Effective Time Time, without the prior written consent of the Purchaser;
(k) other than as required by Law, not change, without the Purchaser’s written consent, the record date for the Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting; and
(l) at the reasonable request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the Shareholders, together with their addresses and respective holdings of Common Shares; and (ii) participants and book-based nominee registrants such as CDS & Co. and non- objecting beneficial owners of Common Shares if applicable, together with their addresses and respective holdings of Common Shares and the Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to any the Arrangement with the Shareholders and with such notice of dissent or purported exercise of Dissent Rights unless other Persons as are entitled to vote on the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableArrangement Resolution and the Preferred Share Resolution.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Meeting. The Company shall:
(1i) Subject in consultation with the Purchaser, fix and publish a record date for the purposes of determining Common Shareholders entitled to the terms receive notice of this Agreement and the Interim Order and provided that this Agreement has not been terminated, vote at the Company agrees Meeting, such record date to be as soon as practicable following the date hereof;
(ii) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Company Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable possible, and in any event on or before February 1125, 2013 2020 and, in this regard, the Company shall abridge, as necessary, any time periods that may be abridged under Securities Laws for the purpose of considering the Arrangement Resolution, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company Meeting:
(i) Meeting without the prior written consent of the Purchaser, except as required or permitted under Section 5.4(5), as required for quorum purposes (in which case the Company Meeting shall be adjourned or postponed and not cancelled) or as required by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented subject to by the Purchaser for the purpose terms of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingthis Agreement, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using dealer and a proxy solicitation services and cooperating with any persons engaged by the Purchaser firm to solicit proxies in favour of the approval of the Arrangement Resolution., it being agreed that the fees payable to any such proxy solicitation services firm will be paid by the Purchaser;
(4iv) The if applicable, provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any proxy solicitation services firm, as reasonably requested from time to time by the Purchaser;
(v) consult with the Purchaser in fixing the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5vi) The Company shall advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution Resolution;
(vii) promptly advise the Purchaser of any communication (written or oral) received from, or claims brought by (or threatened to be brought by), any Person in opposition to the Arrangement and/or relating to any purported exercise or withdrawal of Dissent Rights by Common Shareholders;
(viii) not change the record date for the Common Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting (unless required by Law or the Interim Order, or the Purchaser’s written consent is provided);
(ix) not settle or compromise or agree to settle or compromise any purported exercise of Dissent Rights by Common Shareholders without the prior written consent of the Purchaser; and
(x) at the reasonable request of the Purchaser from time to time, promptly provide the Purchaser with a list (in both written and any further information respecting electronic form) of: (i) the registered Common Shareholders, together with their addresses and respective holdings of Common Shares; (ii) the names and addresses and holdings of all Persons having rights issued by the Company to acquire Common Shares (including holders of Company Options); and (iii) participants in book-based systems and non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares, and the Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such proxies additional information, including updated or additional lists of Common Shareholders and lists of holdings and other assistance as the Purchaser may reasonably request.
(6) The Company shall promptly advise the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicable.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedterminated in accordance with its terms, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum articles and notice of association and articles of association and applicable Laws as soon as reasonably practicable and in any event on or before February 11January 15, 2013 2021 and not to propose to adjourn or postpone the Company MeetingMeeting without the prior written consent of the Purchaser:
(ia) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(iib) except as required under Section 7.2(8)7.1(3) or Section 7.2(9) of this Agreement or as otherwise permitted under this Agreement; or
(iiic) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approvalrequisite approval of the Arrangement Resolution.
(2) The Company shall fix a record date for Subject to the purposes terms of determining the Shareholders entitled to receive notice of this Agreement and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed compliance by the Company Company’s directors and officers with their fiduciary duties, the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution or matter that is inconsistent with the Arrangement Resolution or the transaction contemplated hereby, including, if so requested by the Purchaser, at the Purchaser’s cost, acting reasonably, using dealer and proxy solicitation services and cooperating co-operating with any persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.
(43) The Company shall give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.
(54) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten five business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as Resolution.
(5) The Company shall provide the Purchaser may with copies of or access to information regarding the Company Meeting generated by any transfer agent, dealer or proxy solicitation services firm, as reasonably requestrequested in writing from time to time by the Purchaser.
(6) The Company shall permit the Purchaser to, on behalf of the management of the Company, directly or through a soliciting dealer approved in writing by the Company, actively solicit proxies in favour of the Arrangement on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations.
(7) The Company shall consult with the Purchaser in fixing the record date for the Company Meeting and the date of the Company Meeting and not change such dates without the written consent of the Purchaser.
(8) The Company shall at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of: (i) the registered Securityholders, together with their addresses and respective holdings of securities in the Company; (ii) the names, addresses and holdings of all persons having rights issued by the Company to acquire Shares (including holders of Options and Notes); and (iii) participants and bookbased nominee registrants such as CDS & Co., CEDE & Co. and DTC, and nonobjecting beneficial owners of securities in the Company, together with their addresses and respective holdings of securities in the Company.
(9) The Company shall promptly advise the Purchaser of any written opposition to the Arrangement or notice of dissent or purported exercise by any Shareholder Securityholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder Securityholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicable.
Appears in 1 contract
Samples: Arrangement Agreement (Genius Brands International, Inc.)
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the The Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws as soon as reasonably practicable and in any event Law on or before February 11January 15, 2013 2018 (and, in this regard, the Company shall abridge, as necessary, any time periods that may be abridged under Securities Laws) and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(i) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8in which case the Company Meeting shall be adjourned and not cancelled); or
(iiiii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.as required or permitted under Section 2.3(1)(j) or Section 4.8(3);
(2b) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, and at the cost of the Purchaser, using dealer and one or more proxy solicitation services firms and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any proxy solicitation services firm, as requested from time to time by the Purchaser;
(d) permit the Purchaser to, at the Purchaser’s expense, directly or through a proxy solicitation services firm, actively solicit proxies in favour of the Arrangement on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(e) consult with the Purchaser in fixing the date of the Company Meeting and the record date of the Company Meeting and give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5f) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.
Resolution; (6g) The Company shall promptly advise the Purchaser of any communication (written notice of dissent or purported exercise by any Shareholder of Dissent Rights oral) received by the Company from or claims brought by (or threatened to be brought by) any Person in relation opposition to the Arrangement Resolution and any (other than in respect of communications subject to Article 5, which shall be dealt with in accordance with Article 5) and/or exercise or purported exercise or withdrawal of Dissent Rights received by the Company Shareholders and, subject to applicable LawsLaw, will provide the Purchaser with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any Shareholder exercising such Person and to participate in any discussions, negotiations or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment proceedings with or settlement offer, or agree to including any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicable.Persons;
Appears in 1 contract
The Company Meeting. The Company shall:
(1a) Subject subject to and in accordance with the terms of this Agreement, the Interim Order, the Company’s Organizational Documents and Law, convene and conduct the Company Meeting within twenty (20) days following receipt of the Interim Order, and set the record date for the Company Shareholders entitled to vote at the Company Meeting as promptly as practicable, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the SPAC, acting reasonably, or as required by Law or by a Governmental Authority;
(b) subject to the terms of this Agreement and compliance by the Interim Order directors and provided that this Agreement has not been terminated, officers of the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Ordertheir fiduciary duties, the Company’s memorandum of association and articles of association and applicable Laws as soon as reasonably practicable and in any event on or before February 11, 2013 and not to propose to adjourn or postpone the Company Meeting:
(i) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour favor of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonablySPAC and at the Company’s sole expense, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser firms to solicit proxies in favour favor of the approval of the Arrangement Resolution.; provided, however, that the Company shall not be obligated to solicit proxies in favor of the Arrangement Resolution in the event that the Company Board withdraws or modifies the Company Board Recommendation in accordance with Section 6.8;
(4c) The Company shall give notice to the Purchaser SPAC of the Company Meeting and allow the PurchaserSPAC’s representatives and legal counsel to attend the Company Meeting.;
(5d) The Company shall as promptly as reasonably practicable, advise the Purchaser SPAC, at such times as the Purchaser SPAC may reasonably request, request and at least on a daily basis on each of the last ten business days Business Days prior to the date of the Company Meeting, and promptly following receipt of proxy tallies over the last three Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as provide the Purchaser may reasonably request.right to the SPAC to demand postponement or adjournment of the Company Meeting if, based on the tally of proxies, the Company will not receive the Required Company Shareholder Approval; provided that the Company Meeting, so postponed or adjourned, shall not be later than five (5) Business Days prior to the Outside Date;
(6e) The Company shall promptly advise the Purchaser SPAC of any material communication (written notice of dissent or purported exercise oral) from or claims brought by (or threatened to be brought by) any Shareholder of Dissent Rights received by the Company Person in relation opposition to the Arrangement Resolution and any purported exercise or withdrawal of Dissent Rights received by the Company Shareholders; and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall
(f) not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time payment or settlement with respect to any such notice of dissent or purported exercise of Dissent Rights unless Rights, without the Purchaser shall have given its prior written consent to such paymentof the SPAC, settlement offer or settlement as applicableacting reasonably.
Appears in 1 contract
Samples: Business Combination Agreement (Insight Acquisition Corp. /DE)
The Company Meeting. The Company shall:
(1a) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable and and, subject to the Purchaser's compliance with Section 2.4(4), in any event on or before February 11October 15, 2013 2021 and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company Meeting:
Meeting without the prior written consent of the Purchaser: (i) except as required or permitted under Section 4.8(3) or Section 5.4(5); (ii) except as required for quorum purposes (in which case, the Company Meeting shall be adjourned and not cancelled); or (iii) except as required by applicable Law or by a Governmental Entity;
(iib) except as required under Section 7.2(8); or
(iii) except for an adjournment consented subject to by the Purchaser for the purpose terms of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingthis Agreement, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonablyand at the expense of the Purchaser, using dealer and the services of a proxy solicitation services firm selected by the Company and cooperating with the Purchaser, each acting reasonably;
(c) promptly following any persons engaged written request by the Purchaser from time to solicit proxies in favour time, provide the Purchaser with copies of or timely access to information regarding the Company Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Company;
(d) fix the record date for the Company Meeting and the date of the approval Company Meeting, in each case, as agreed to between the Company and the Purchaser, each acting reasonably and in a manner consistent with the terms of the Arrangement Resolution.this Agreement;
(4e) The Company shall give notice to the Purchaser of the Company Meeting and allow the Purchaser’s Purchaser and its representatives and legal counsel to attend the Company Meeting.;
(5f) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting Resolution, including the manner in which such proxies as the Purchaser may reasonably request.have been voted;
(6g) The Company shall promptly advise the Purchaser of any substantive communication (written notice of dissent or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Arrangement and any exercise or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by Shareholders and provide the Company and, subject Purchaser with an opportunity to applicable Laws, review and comment upon any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall such Person;
(h) not make any payment or settlement offer, or agree to make any such settlementpayment or settlement offer, prior to the Effective Time with respect to any such notice of dissent claims regarding the Arrangement or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser;
(i) not change the record date for the Shareholders entitled to such paymentvote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or as otherwise contemplated under the terms of this Agreement; and
(j) notwithstanding the receipt by the Company of a Superior Proposal in accordance with Article 5, settlement offer and regardless of whether there has been a Change in Recommendation, unless otherwise agreed to in writing by the Purchaser, continue to take all steps necessary to hold the Company Meeting and to cause the Arrangement to be voted on at the Company Meeting and not propose to adjourn or settlement postpone the Company Meeting other than as applicablepermitted or required by Section 2.3(a) or Section 5.4(5).
Appears in 1 contract
Samples: Arrangement Agreement
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the The Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association 's Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable practicable, and in any event on or before February 11January 31, 2013 2021, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(iA) except in the case of an adjournment, as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8)purposes; or
(iiiB) except for an adjournment consented as required or permitted under Section 4.9(3) or Section 5.4(5);
(b) use commercially reasonable efforts to schedule the Company Meeting on January 15, 2021;
(c) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, and the Company may at its own expense, or will if so requested by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company MeetingPurchaser's expense, which record date shall be January 14, 2013 or such other date as agreed by retain and use the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts services of a proxy solicitation services firms to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and taking into account the reasonable input of the Purchaser with respect to the solicitation of proxies in respect of the Company Meeting;
(d) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any dealer or proxy solicitation services firm, including, if so as requested from time to time by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by ;
(e) permit the Purchaser to to, at the Purchaser's expense, on behalf of the management of the Company, directly or through a soliciting agent, actively solicit proxies in favour of the approval Arrangement on behalf of management of the Arrangement Resolution.Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(4f) The consult with the Purchaser in fixing the record date for, and date of, the Company shall Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s 's representatives and legal counsel to attend the Company Meeting.;
(5g) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days seven (7) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution Resolution;
(h) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law; and
(i) at the reasonable request of the Purchaser from time to time, provide the Purchaser with a list of (i) the Company Shareholders, together with their addresses and any further information respecting respective holdings of Company Shares, and (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Company Shares (including holders of Company Dilutive Securities). The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such proxies additional information, including updated or additional lists of Company Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request.
(6) The Company shall promptly advise the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company request in relation order to be able to communicate with respect to the Arrangement Resolution and any withdrawal of Dissent Rights received by with the Company and, subject Shareholders and with such other Persons as are entitled to applicable Laws, any written communications sent by or vote on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicable.
Appears in 1 contract
Samples: Arrangement Agreement (Mogo Inc.)
The Company Meeting. The Company shall:
(1a) Subject subject to and in accordance with the terms of this Agreement, the Interim Order, the Company’s Organizational Documents and Law, convene and conduct the Company Meeting as soon as reasonably practicable (and no later than within twenty (20) days following receipt of the Interim Order), and set the record date for the Company Shareholders entitled to vote at the Company Meeting as promptly as practicable, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of Spinco, acting reasonably, or as required by Law or by a Governmental Authority;
(b) subject to the terms of this Agreement and compliance by the Interim Order directors and provided that this Agreement has not been terminated, officers of the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Ordertheir fiduciary duties, the Company’s memorandum of association and articles of association and applicable Laws as soon as reasonably practicable and in any event on or before February 11, 2013 and not to propose to adjourn or postpone the Company Meeting:
(i) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour favor of the approval of the Arrangement Resolution, including, if so requested Resolution and against any resolution submitted by any Person that is inconsistent with the Purchaser, acting reasonably, using dealer Arrangement Resolution and proxy solicitation services and cooperating with the completion of any persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.transactions contemplated by this Agreement;
(4c) The Company shall give notice to the Purchaser Spinco of the Company Meeting and allow the PurchaserSpinco’s representatives and legal counsel to attend the Company Meeting.;
(5d) The Company shall as promptly as reasonably practicable, advise the Purchaser Spinco, at such times as the Purchaser Spinco may reasonably request, request and at least on a daily basis on each of the last ten business days Business Days prior to the date of the Company Meeting, and promptly following receipt of proxy tallies over the last three Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as provide the Purchaser may reasonably request.right to Spinco to demand postponement or adjournment of the Company Meeting if, based on the tally of proxies, the Company will not receive the Required Company Shareholder Approval; provided that the Company Meeting, so postponed or adjourned, shall not be later than five (5) Business Days prior to the Outside Date;
(6e) The Company shall promptly advise the Purchaser Spinco of any material communication (written notice of dissent or purported exercise oral) from or claims brought by (or threatened to be brought by) any Shareholder of Dissent Rights received by the Company Person in relation opposition to the Arrangement Resolution and any purported exercise or withdrawal of Dissent Rights received by the Company Shareholders; and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall
(f) not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time payment or settlement with respect to any such notice of dissent or purported exercise of Dissent Rights unless Rights, without the Purchaser shall have given its prior written consent to such paymentof Spinco, settlement offer or settlement as applicableacting reasonably.
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedAgreement, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and 's articles of association amalgamation and applicable by-laws and Applicable Laws as soon as reasonably practicable and in any event on or before February 11October 29, 2013 2007, and not to propose to adjourn or postpone the Company Meeting:
(ia) except as required for quorum purposes or by applicable Law or by a Governmental EntityApplicable Law;
(iib) except as required under Section 7.2(8)7.6(2) of this Agreement; or
(iiic) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approvalrequisite approval of the Arrangement Resolution.
(2) The Company shall fix a record date for Subject to the purposes terms of determining this Agreement and compliance by the Shareholders entitled to receive notice directors and officers of and to vote at the Company Meetingwith their fiduciary duties, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall will use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.
(43) The Company shall will give notice to the Purchaser of the Company Meeting and allow the Purchaser’s 's representatives and legal counsel to attend the Company Meeting.
(54) The Company shall will advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days five Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably requestResolution.
(65) The Company shall will promptly advise the Purchaser of any written notice of dissent or purported exercise by any Affected Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Applicable Laws, any written communications sent by or on behalf of the Company to any Affected Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make settle any payment or settlement offer, or agree to any such settlement, prior to the Effective Time claims with respect to any such notice of dissent or purported exercise of Dissent Rights unless without first consulting with the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicablePurchaser.
Appears in 1 contract
Samples: Definitive Agreement (Ontario Teachers Pension Plan Board)
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the The Company agrees shall:
(a) use its reasonable best efforts to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable and within 45 days of receipt of SEC Approval (and, in this regard, the Company shall abridge, as necessary, any event on or before February 11time periods that may be abridged under Securities Laws), 2013 for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular and agreed to by the Company and the Purchaser, acting reasonably, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(i) except as required for quorum purposes (in which case the Company Meeting shall be adjourned and not cancelled) or as required by applicable Law or by a Governmental Entity;; or
(ii) except as required or permitted under Section 7.2(84.8(3) or Section 5.4(5); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2b) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested Resolution and against any resolution submitted by any Person that is inconsistent with the Purchaser, acting reasonably, Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement including engaging and using dealer and the services of proxy solicitation services firms and cooperating with any persons Persons engaged by the Purchaser (at the Purchaser’s expense) to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any proxy solicitation services firm engaged by the Company and provided to the Company, or its Representatives, as requested from time to time by the Purchaser;
(d) permit the Purchaser to, at the Purchaser’s expense, on behalf of the management of the Company, directly or through a proxy solicitation services firm, actively solicit proxies in favour of the Arrangement on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(e) consult with the Purchaser in fixing the date of the Company Meeting and the record date of the Company Meeting and give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives Representatives and legal counsel to attend the Company Meeting.;
(5f) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6g) The Company shall promptly advise the Purchaser of any communication (written notice of dissent or oral) received by the Company, its Subsidiaries or Representatives, from or relating to claims brought by (or threatened to be brought by) any Person in opposition to the Arrangement and/or exercise or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by the Company Shareholders and, subject to applicable LawsLaw, will provide the Purchaser with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any Shareholder exercising such Person and to participate in any discussions, negotiations or purporting to exercise Dissent Rights in relation to the Arrangement Resolutionproceedings with or including any such Persons. The Company shall not make any payment settle or settlement offer, compromise or agree to settle or compromise any such settlementclaims or Dissent Rights without the prior written consent of the Purchaser;
(h) not, without the Purchaser’s consent, change the record date for the Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law; and
(i) if the Company Meeting is to be held during a Matching Period, at the request of the Purchaser, adjourn or postpone the Company Meeting to a date that is not later than 15 Business Days after the date on which the Company Meeting was originally scheduled and in any event to a date that is not later than five Business Days prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableOutside Date.
Appears in 1 contract
Samples: Arrangement Agreement (Patheon Inc)
The Company Meeting. (1a) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the The Company agrees to shall convene and conduct hold the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association Order and applicable Laws Laws, as soon as reasonably practicable and practicable, but in any event on or before February 11no later than September 15, 2013 and not to propose to adjourn or postpone 2023, for the purpose of considering the Arrangement Resolution. Except with the prior written consent of the Purchaser, the Arrangement Resolution shall be the only matter of business transacted at the Company Meeting.
(b) Unless the Agreement shall have been terminated in accordance with its terms, the Company shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except:
(i) except in the case of an adjournment, as required for quorum purposes;
(ii) for adjournments or postponements for not more than 10 Business Days in the aggregate for the purposes or of attempting to solicit proxies to obtain the requisite approval of the Arrangement Resolution;
(iii) as required by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iiiiv) except for an adjournment consented to as directed by the Purchaser for in accordance with Section 5.2(c) or in the purpose of attempting to obtain the Requisite Shareholder Approvalcircumstances contemplated by Section 6.3(c).
(2c) The Company shall fix a record date for Subject to the purposes terms of determining this Agreement, the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit from the Public Shareholders proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Public Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser and at the Purchaser’s own expense, using the services of dealers and proxy solicitation services to be selected by the Purchaser, subject to the consent of the Company (not to be unreasonably withheld, conditioned or delayed), to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested Resolution and against any resolution submitted by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating any Public Shareholder that is inconsistent with any persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.
(4d) The Company shall give notice use commercially reasonable efforts (including any required disclosure in the Company Circular) to allow the Purchaser, directly or using the services of dealers and proxy solicitation services, at the Purchaser’s own expense, to solicit from the Public Shareholders proxies in favour of the Arrangement Resolution and against any resolution submitted by any other Public Shareholder. Without limiting the generality of the foregoing, the Company shall, upon reasonable request from time to time by the Purchaser, deliver to the Purchaser Purchaser: (i) basic lists of all registered Company Shareholders and other security holders of the Company Meeting or any of its subsidiaries, showing the name and allow address of each holder and the number of Common Shares or other securities of the Company or such subsidiaries held by each such holder, all as shown on the records of the Company or such subsidiaries, as applicable, as of a date that is not more than three Business Days prior to the date of delivery of such list and, to the extent in the possession of the Company or as can be reasonably obtained by the Company using the procedure set forth under Securities Laws, a list of participants in book-based clearing systems, nominee registered Company Shareholders or other securities of the Company or any of its subsidiaries, as the case may be, and non-registered beneficial owners lists that are available to the Company, and securities positions and other information and assistance as the Purchaser may reasonably request in connection with the solicitation of proxies or the transactions contemplated hereby, and (ii) from time to time, at the reasonable request of the Purchaser’s representatives and legal counsel , updated or supplemental lists setting out any changes from the list(s) referred to attend the Company Meetingin clause (i) of this Section 2.5(d).
(5e) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days Business Days prior to the proxy cut-off date of for the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as other matters to be considered at the Purchaser may reasonably requestCompany Meeting.
(6f) The Company shall (i) promptly advise the Purchaser of any communication (written or oral) received from Public Shareholders in opposition to the Arrangement and any notice of dissent or purported exercise by any Shareholder of Dissent Rights exercised or purported to have been exercised by any Public Shareholder received by the Company or its representatives in relation to the Company Meeting or the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Public Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. Resolution and (ii) provide the Purchaser with an opportunity to review and comment on any written communication sent by or on behalf of the Company to any Public Shareholder exercising or purporting to exercise Dissent Rights, and to participate in any discussions, negotiations or proceedings with or including such persons.
(g) The Company shall not make any payment or settlement offer, or agree to any such payment or settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser.
(h) The Company shall not, without the prior written consent of the Purchaser, (i) change the record date for the Company Shareholders entitled to such payment, settlement offer vote at the Company Meeting in connection with any adjournment or settlement as applicablepostponement thereof or (ii) waive the deadline for the submission of proxies by the Public Shareholders for the Company Meeting.
(i) The Company will give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend and speak at the Company Meeting.
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the receipt of the Interim Order and provided that this Agreement has not been terminatedOrder, the Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association Constating Documents and applicable Laws Law as soon as reasonably practicable practicable, and in any event on or before February 11December 9, 2013 2022, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(i) except as required for quorum purposes or (in which case the Company Meeting shall be adjourned and not cancelled), by applicable Law or by a Governmental Entity;
valid Company Shareholder action (ii) except as required under Section 7.2(8which action is not solicited or proposed by the Company or the Board); or
(iiiii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.as otherwise expressly permitted under this Agreement;
(2b) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution or the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by firms acceptable to the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any proxy solicitation services firm, as reasonably requested from time to time by the Purchaser;
(d) consult with the Purchaser in fixing the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5e) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6f) The Company shall promptly advise the Purchaser of receipt of any communication (written notice or oral) from any Company Shareholder or any other securityholder of dissent the Company in opposition to the Arrangement (other than non-substantive communications) and/or relating to the exercise or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by Rights;
(g) not change the record date for the Company and, subject Shareholders entitled to applicable Laws, vote at the Company Meeting in connection with any written communications sent by adjournment or on behalf postponement of the Company Meeting (unless required by applicable Law or the Interim Order or with the prior written consent of the Purchaser);
(h) not waive any failure by any holder of Company Common Shares to any Shareholder exercising or purporting to timely deliver a notice of exercise of Dissent Rights in relation to the Arrangement Resolution. The Company shall not Rights, make any payment or settlement offer, or agree to any such settlement, payment or settlement prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser; and
(i) at the reasonable request of the Purchaser from time to time, provide the Purchaser with: (i) a list of the registered Company Shareholders, together with their addresses and respective holdings of Company Common Shares; (ii) a list of the holders of the Company Options, Company RSUs and the Agent Compensation Options, together with their addresses and respective holdings of Company Options, Company RSUs and Agent Compensation Options; and/or (iii) a list of participants and book- based nominee registrants such paymentas CDS & Co., settlement offer or settlement CEDE & Co. and DTC (as applicable), and non-objecting beneficial owners of the Company Common Shares, together with their addresses and respective holdings of the Company Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of the Company Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with the Company Shareholders with respect to the Arrangement.
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the The Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable (and in any event the Company will use its reasonable commercial efforts to do so on or before February 11June 30, 2013 2014), and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(i) except in the case of an adjournment, as required for quorum purposes purposes; or by applicable Law or by a Governmental Entity;
(ii) except as required or permitted under Section 7.2(82.3(1)(j); or
(iii, Section 4.6(3) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approvalor Section 5.4(5).
(2b) The Company shall fix a record date for subject to the purposes terms of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingthis Agreement, which record date shall be January 14solicit proxies, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in accordance with Law, in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution;
(c) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any dealer or proxy solicitation services firm, including, if so as requested from time to time by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating ;
(d) consult with any persons engaged by the Purchaser to solicit proxies in favour fixing the date of the approval of the Arrangement Resolution.
(4) The Company shall Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives Representatives and legal counsel to attend the Company Meeting.;
(5e) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably requestrequest and, and if requested by the Purchaser, at least on a daily basis on each of the last ten business days (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6f) The Company shall promptly advise the Purchaser of any communication (written or oral) from any Company Shareholder in opposition to the Arrangement, written notice of dissent or dissent, purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by the Company andRights, subject to applicable Laws, any and written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall Rights;
(g) not make any payment or settlement offer, or agree to any such settlement, payment or settlement prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser;
(h) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law;
(i) at the request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (%3) the Company Shareholders, together with their addresses and respective holdings of Company Shares, (%3) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Company Shares (including holders of Company Options and the Company Debentures), and (%3) participants and book-based nominee registrants such paymentas CDS & Co., settlement offer CEDE & Co. and the Depository Trust Company, and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or settlement additional lists of Company Shareholders, and lists of securities positions and other assistance as applicablethe Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Company Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution; and
(j) at the request of the Purchaser, to the extent permitted by applicable Law, adjourn or postpone the Company Meeting to a date specified by the Purchaser that is not later than 15 Business Days after the date on which the Company Meeting was originally scheduled and in any event to a date that is not later than five (5) Business Days prior to the Outside Date.
Appears in 1 contract
The Company Meeting. The Company shall:
(1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum Constating Documents, Laws as well as the policies of association and articles of association and applicable Laws the CSE as soon as reasonably practicable practicable, and in any event on or before February 11the date that is 120 days after the date hereof (unless the SEC elects to review the Preliminary Company Circular, 2013 in which case the Company Meeting shall be conducted on or before the date that is 170 days after the date hereof), and, in this regard, the Company may abridge, any time periods that may be abridged under Securities Laws, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Company Circular, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company Meeting:
(i) except Meeting without the prior written consent of the Purchaser, acting reasonably, except: in the case of an adjournment, as required for quorum purposes (in which case the Company Meeting will be adjourned and not cancelled) or by applicable Law or as otherwise required or permitted by a Governmental Entitythis Agreement;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for subject to the purposes terms of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingthis Agreement, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, or otherwise desirable to the Company, using dealer investment dealers and proxy solicitation services and cooperating with any persons engaged services firms selected by the Purchaser Company and approved in writing by the Purchaser, acting reasonably, to solicit proxies in favour of the approval of the Arrangement Resolution.Resolution, and the Purchaser agrees that it shall be responsible for the reasonable costs of using such investment dealers or proxy solicitation services;
(43) The Company shall give notice to provide the Purchaser with copies of or access to information as requested from time to time by the Purchaser, acting reasonably, regarding the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.
(5) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received generated by any dealer or proxy solicitation services firm which has been retained by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.
(6) The Company shall promptly advise the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicable.Company;
Appears in 1 contract
The Company Meeting. The Company shall:
(1a) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws as soon as reasonably practicable and in any event Law on or before February 11July 28, 2013 2017, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, acting reasonably, except:
(i) except in the case of an adjournment, as required for quorum purposes or purposes;
(ii) as required by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.as required or permitted under Section 4.9(3) or Section 5.4(5);
(2b) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies proxies, in accordance with the Law, in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services firms and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser, acting reasonably;
(d) consult with the Purchaser in fixing the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5e) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days 10 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6f) The Company shall promptly advise the Purchaser of receipt by the Company of any communication (written or oral) from any Company Shareholder or other securityholder of the Company in opposition to the Arrangement, written notice of dissent or dissent, purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by the Company andRights, subject to applicable Laws, any and written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall Rights;
(g) not make any payment or settlement offer, or agree to any such settlement, payment or settlement prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser;
(h) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting (unless required by Law); and
(i) at the request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the Company Shareholders, together with their addresses and respective holdings of Company Common Shares, (ii) the holders of the Convertible Debentures, together with their addresses and respective holdings of the Convertible Debentures, (iii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Company Common Shares (including holders of Company Equity Awards and Company Warrants), and (iv) participants and book-based nominee registrants such paymentas CDS & Co., settlement offer CEDE & Co. and DTC, and non-objecting beneficial owners of Company Common Shares and other security holders of the Company, together with their addresses and respective holdings of Company Common Shares and other securities of the Company. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or settlement additional lists of Company Shareholders, and lists of securities positions and other assistance as applicablethe Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Company Shareholders.
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedOrder, the Company agrees shall: (a) as soon as reasonably practicable after the granting of the Interim Order, duly call and give notice of, and commence mailing of the Company Proxy to the holders of Common Shares, as of the record date established for, a meeting of holders of the Common Shares (the “Company Meeting”) to take place within 35 days following the first mailing of the Company Proxy to the Company Shareholders for purposes of seeking the Required Approval, (b) reasonably cooperate with the Parent in initiating a “broker search” in accordance with Rule 14a-13 of the 1934 Act as necessary to cause the Company to comply with its obligations set forth in the foregoing clause (a), (c) as soon as reasonably practicable following the commencement of the mailing of the Company Proxy pursuant to the foregoing clause (a), convene and conduct hold the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws as soon as reasonably practicable and in any event on or before February 11, 2013 and not to propose to Applicable Law; provided that the Company may adjourn or postpone the Company Meeting:
Meeting to a later date (i1) except as required for quorum purposes with the consent of the Parent or by applicable (2) to the extent the Company believes in good faith (after consultation with outside legal counsel) that such adjournment or postponement is reasonably necessary (x) due to Applicable Law or by a Governmental Entity;
request from the SEC or its staff, (iiy) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting allow reasonable additional time to solicit additional proxies necessary to obtain the Requisite Shareholder Approval.
Required Approval or (2z) The Company shall fix to ensure that there are sufficient Common Shares represented (either in person or by proxy) and voting to constitute a record date for quorum necessary to conduct the purposes business of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting; provided, which record date however, that unless required by Applicable Law, in no event shall be January 14, 2013 or such other date as agreed by the Company and Meeting be postponed or adjourned more than once or for more than 20 Business Days in the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour aggregate without the prior written consent of the approval Parent. Subject to Section 5.1, the Board of Directors shall recommend that the Company Shareholders vote in favor of the Arrangement Resolution, includingand the Company shall (x) include the Company Recommendation in the Company Proxy, (y) use its reasonable best efforts to obtain the Required Approval and (z) otherwise comply in all material respects with all legal requirements applicable to such meeting. In the event that the Board of Directors makes an Adverse Recommendation Change pursuant to Section 5.1 and this Agreement has not been terminated in accordance with its terms in connection therewith, the Company will nevertheless submit the Arrangement to the Company Shareholders for the purpose of obtaining the Required Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Company Meeting and (d) use commercially reasonable efforts to keep the Parent reasonably informed, if so requested by the PurchaserParent, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser to solicit proxies in favour of the approval status of its efforts to obtain the Arrangement Resolution.
(4) Required Approval. The Company shall give notice the Parent prompt notice, to the Purchaser extent Parent has been notified in writing, of the any purported exercise or withdrawal of Dissent Rights by Company Meeting Shareholders and allow the Purchaser’s representatives any other instruments served pursuant to Applicable Law and legal counsel to attend the Company Meeting.
(5) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.
(6) The Company shall promptly advise the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement ResolutionRights. The Company Parent shall not make any payment or settlement offerhave the right to participate in the strategy for, or agree to any such settlementand participate in, prior to the Effective Time all negotiations and Proceedings with respect to any such Dissent Rights. The Company may not, except with the prior written consent of the Parent, make any payments with respect to any Dissent Rights or settlement or offer to settle any demands in respect of Dissent Rights, or waive any failure by any holder of Common Shares to timely deliver a notice of dissent or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableof the Parent.
Appears in 1 contract
Samples: Arrangement Agreement (Masonite International Corp)
The Company Meeting. The Company shall:
(1a) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable (and in any event on before July 14, 2017) and shall not adjourn, postpone or before February 11cancel (or propose the adjournment, 2013 and not to propose to adjourn postponement or postpone cancellation of) the Company Meeting:
(iMeeting without the prior written consent of the Purchaser, except as required or permitted under Section 4.9(3) except or Section 5.4(5), or as required for quorum purposes (in which case, the Company Meeting, shall be adjourned and not cancelled) or as required by applicable Law or by a Governmental Entity;
(iib) except as required under Section 7.2(8); or
(iii) except for an adjournment consented subject to the terms of this Agreement and compliance by the Purchaser for the purpose directors and officers of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingwith their fiduciary duties, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services firms (at the expense of the Purchaser) and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any proxy solicitation services firm, as requested from time to time by the Purchaser;
(d) fix the record date for notice and voting of the Company Meeting as soon as practicable following the date hereof, in consultation with the Purchaser, and give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5e) The at the reasonable request of the Purchaser from time to time, the Company shall advise provide the Purchaser with lists (in written and/or electronic form), which lists shall include names, addresses and holdings of (i) the registered Common Shareholders, (ii) all Persons holding Company Options and/or Company PSUs and (iii) non-objecting beneficial Common Shareholders. The Purchaser may from time to time request the Company to require, and the Company shall require, that the registrar and transfer agent for the Common Shares furnish the Purchaser with additional information and other assistance as the Purchaser may reasonably request;
(f) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten business days five Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6g) The Company shall promptly advise the Purchaser of any material communication (written notice of dissent or purported exercise oral) from or claims brought by (or threatened to be brought by) any Shareholder of Dissent Rights received by the Company Person in relation opposition to the Arrangement Resolution and any and/or purported exercise or withdrawal of Dissent Rights received by Common Shareholders, and the Company andshall not settle or compromise or agree to settle or compromise any such Dissent Rights without the prior written consent of the Purchaser, subject not to applicable Lawsbe unreasonably withheld, conditioned or delayed, and the Company shall provide the Purchaser with an opportunity to review and comment on any written communications communication sent by or on behalf of the Company to any Common Shareholder exercising or purporting to exercise Dissent Rights and provide the Purchaser with a copy of any such written communication; and
(h) not change the record date for the Common Shareholders entitled to vote at the Company Meeting in relation to connection with any adjournment or postponement of the Arrangement Resolution. The Company shall not make any payment or settlement offerMeeting unless required by Law, or agree as otherwise contemplated under the terms of this Agreement or agreed to any such settlement, prior to in writing by the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableParties.
Appears in 1 contract
Samples: Arrangement Agreement (Merus Labs International Inc.)
The Company Meeting. The Company shall:
(1a) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable and practical and, in any event but subject to compliance by the Purchaser with its obligations in Section 2.4, on or before February 11March 30, 2013 2018 (or such later date as may be agreed to by the Parties in writing or required as a result of a delay by the Purchaser in providing the information required pursuant to Section 2.4) and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(iA) except in the case of an adjournment, as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8in which case the Company Meeting shall be adjourned and not cancelled); or
(iiiB) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approvalas required or permitted under, Section 5.4(5) or Section 4.8(3).
(2b) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Company Common Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonablyat the Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any persons engaged Persons engaged, with the consent of the Company, by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any transfer agent, dealer or proxy solicitation services firm, as reasonably requested in writing from time to time by the Purchaser;
(d) permit the Purchaser at its expense to, on behalf of the management of the Company, directly or through a soliciting dealer approved in writing by the Company, actively solicit proxies in favour of the Arrangement on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(e) consult with the Purchaser in fixing the record date for the Company Meeting and the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5f) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request in writing and at least on a daily basis on each of the last ten business days (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6g) The Company shall promptly advise the Purchaser of any communication (written or oral) from any Person in opposition to the Arrangement, written notice of dissent or dissent, purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by Rights, and provide the Company and, subject Purchaser with an opportunity to applicable Laws, review and comment upon any written communications sent by or on behalf of the Company to any Shareholder exercising such Person and to participate in any discussions, negotiations or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall proceedings involving any such Person;
(h) not make any payment or settlement offer, or agree to any such settlement, payment or settlement prior to the Effective Time with respect to any such notice of dissent claims regarding the Arrangement or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser;
(i) not change the record date for the Company Common Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting, unless required by Law;
(j) at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Common Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Common Shares (including holders of Company Options and Company Warrants), and (iii) participants and book-based nominee registrants such paymentas CDS & Co., settlement offer CEDE & Co. and DTC, and non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares; and
(k) notwithstanding the receipt by the Company of a Superior Proposal in accordance with Article 5, unless otherwise agreed to in writing by the Purchaser, continue to take all reasonable steps necessary to hold the Company Meeting and to cause the Arrangement to be voted on at the Company Meeting and not propose to adjourn or settlement postpone the Company Meeting other than as applicablepermitted or required by Section 2.3(a).
Appears in 1 contract
Samples: Arrangement Agreement (Aphria Inc.)
The Company Meeting. (1) Subject to the terms of this Agreement and the receipt of the Interim Order and provided that this Agreement has not been terminatedOrder, the Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association Constating Documents and applicable Laws Law as soon as reasonably practicable practicable, and in any event on or before February 11July 30, 2013 2020, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(i) except as required for quorum purposes or (in which case the Company Meeting shall be adjourned and not cancelled), by applicable Law or by a Governmental Entity;
valid Company Shareholder action (ii) except as required under Section 7.2(8which action is not solicited or proposed by the Company or the Board); or
(iiiii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.as otherwise expressly permitted under this Agreement;
(2b) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution or the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, and at the Purchaser’s expense, using dealer and proxy solicitation services and cooperating with any persons engaged by firms acceptable to the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any proxy solicitation services firm, as reasonably requested from time to time by the Purchaser, acting reasonably;
(d) consult with the Purchaser in fixing the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5e) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days 7 Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6f) The Company shall promptly advise the Purchaser of receipt of any communication (written notice or oral) from any Company Shareholder or any other securityholder of dissent the Company in opposition to the Arrangement (other than non-substantive communications) and/or relating to the exercise or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by Rights;
(g) not change the record date for the Company and, subject Shareholders entitled to applicable Laws, vote at the Company Meeting in connection with any written communications sent by adjournment or on behalf postponement of the Company Meeting (unless required by applicable Law or the Interim Order);
(h) not waive any failure by any holder of Common Shares to any Shareholder exercising or purporting to timely deliver a notice of exercise of Dissent Rights in relation to the Arrangement Resolution. The Company shall not Rights, make any payment or settlement offer, or agree to any such settlement, payment or settlement prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser; and
(i) at the reasonable request of the Purchaser from time to time, the Company shall provide the Purchaser with: (i) a list of the registered Company Shareholders, together with their addresses and respective holdings of Common Shares; (ii) a list of the holders of the Company Options, the Company Warrants and the Company Debentures, together with their addresses and respective holdings of Company Options, Company Warrants and Company Debentures; and/or (iii) a list of participants and book- based nominee registrants such paymentas CDS & Co., settlement offer or settlement CEDE & Co. and DTC (as applicable), and non-objecting beneficial owners of the Common Shares, together with their addresses and respective holdings of the Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of the Company Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with the Company Shareholders with respect to the Arrangement.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Meeting. The Company shall:
(1a) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable and practical and, in any event but subject to compliance by the Purchaser with its obligations in Section 2.4(4), on or before February 1124, 2013 2021 (or such later date as may be agreed to by the Parties in writing) and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(i) except in the case of an adjournment, as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8in which case the Company Meeting shall be adjourned and not cancelled); or
(iiiii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approvalas required or permitted under Section 4.8(3) or Section 5.4(5).
(2b) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonablyat the Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with copies of or access to information regarding the Company shall Meeting generated by any transfer agent, dealer or proxy solicitation services firm, as reasonably requested in writing from time to time by the Purchaser;
(d) permit the Purchaser at its expense to, on behalf of the management of the Company, directly or through a soliciting dealer approved in writing by the Company, actively solicit proxies in favour of the Arrangement Resolution on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(e) consult with the Purchaser in fixing the record date for the Company Meeting and the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5f) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request in writing and at least on a daily basis on each of the last ten business days (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as Resolution, including the Purchaser may reasonably request.manner in which the applicable securities have been voted;
(6g) The Company shall promptly advise the Purchaser of any communication (written or oral) from or claim brought by (or threatened to be brought by) any Person in opposition to the Arrangement, written notice of dissent or dissent, purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by Rights, and provide the Company and, subject Purchaser with an opportunity to applicable Laws, review and comment upon any written communications sent by or on behalf of the Company to any Shareholder exercising such Person and to participate in any discussions, negotiations or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall proceedings involving any such Person;
(h) not make any payment or settlement offer, or agree to any such settlement, payment or settlement prior to the Effective Time with respect to any such notice of dissent claims regarding the Arrangement or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser;
(i) not change the record date for the Company Securityholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting, unless required by Law or with the written consent of the Purchaser; and
(j) at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Common Shares (including holders of Company Options, Company Warrants and Convertible Debentures), and (iii) participants and book-based nominee registrants such paymentas CDS & Co., settlement offer or settlement CEDE & Co. and DTC, and non- objecting beneficial owners of Common Shares and Company Warrants, together with their addresses and respective holdings of Common Shares and/or Company Warrants, as applicable. The Company shall require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Company Securityholders, and other assistance as the Purchaser may reasonably request from time to time.
Appears in 1 contract
Samples: Arrangement Agreement
The Company Meeting. The Company shall:
(1a) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association 's Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable and practical and, in any event but subject to compliance by the Purchaser with its obligations in Section 2.4(4), on or before February 11November 5, 2013 2021 (or such later date as may be agreed to by the Parties in writing) and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(i) except in the case of an adjournment, as required for quorum purposes or by applicable Law or by (in which case the Company Meeting shall be adjourned to a Governmental Entitydate agreed upon between the Company and the Purchaser, each acting reasonably, and not cancelled);
(ii) except adjournments for not more than 1 O Business Days to solicit proxies in order to obtain the Required Approval;
(iii) as required under Section 7.2(8)by Law or a Governmental Entity; or
(iiiiv) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approvalas required or permitted under Section 4.8(3) or Section 5.4(5).
(2b) The Company shall fix a record date for subject to the purposes terms of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingthis Agreement, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser and at the sole expense of the Purchaser, acting reasonably, using dealer and proxy solicitation services firms selected by the Purchaser (and cooperating consented to by the Company, acting reasonably) and providing reasonable cooperation with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The promptly provide the Purchaser with copies of or timely access to information regarding the Company shall Meeting generated by any transfer agent, dealer or proxy solicitation services firm, as reasonably requested from time to time by the Purchaser;
(d) permit the Purchaser at its expense to, on behalf of the management of the Company, directly or through a dealer or proxy solicitation services firm, actively solicit proxies in favour of the Arrangement Resolution on behalf of management of the Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(e) fix the record date for the Company Meeting and the date of the Company Meeting, in each case, as agreed between the Company and the Purchaser, each acting reasonably, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s 's representatives and legal counsel to attend the Company Meeting.;
(5f) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days 1 O Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as Resolution, including the Purchaser may reasonably request.manner in which the applicable securities have been voted;
(6g) The Company shall promptly advise the Purchaser of any substantive communication (written or oral) from or claim brought by (or threatened to be brought by) any Person in opposition to the Arrangement, written notice of dissent or dissent, purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by Rights, and provide the Company and, subject Purchaser with an opportunity to applicable Laws, review and comment upon any written communications sent by or on behalf of the Company to any Shareholder exercising such Person and to participate in any discussions, negotiations or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall proceedings involving any such Person;
(h) not make any payment or settlement offer, or agree to any such settlement, payment or settlement prior to the Effective Time with respect to any such notice of dissent claims regarding the Arrangement or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser;
(i) not change the record date for the Company Shareholders and Company Optionholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting, unless required by Law (and in such paymentcase, settlement offer to a date agreed between the Company and the Purchaser, each acting reasonably) or settlement with the written consent of the Purchaser; and
(j) at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Common Shares (including holders of Company Options, Company RSUs and Company Warrants), and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and OTC, and non-objecting beneficial owners of Common Shares and Company Warrants, together with their addresses and respective holdings of Common Shares and/or Company Warrants, as applicable. The Company shall require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of holders of securities of the Company, and other assistance as the Purchaser may reasonably request from time to time.
Appears in 1 contract
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the The Company agrees to shall:
(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable practicable, and in any event on or before February 11June 28, 2013 2019, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(iA) except in the case of an adjournment, as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8)purposes; or
(iiiB) except for an adjournment consented as required or permitted under Section 4.8(3) or Section 5.4(5);
(b) use commercially reasonable efforts to schedule the Company Meeting on the same day and at the same time as the Purchaser Meeting;
(c) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, and the Company may at its own expense, or will if so requested by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company MeetingPurchaser’s expense, which record date shall be January 14, 2013 or such other date as agreed by retain and use the Company services of investment dealers and the Purchaser.
(3) The Company shall use its commercially reasonable efforts proxy solicitation services firms to solicit proxies in favour of the approval of the Arrangement Resolution;
(d) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any dealer or proxy solicitation services firm, including, if so as requested from time to time by the Purchaser, acting reasonably, using dealer and proxy solicitation services and cooperating with any persons engaged by ;
(e) permit the Purchaser to to, at the Purchaser’s expense, on behalf of the management of the Company, directly or through a soliciting dealer, actively solicit proxies in favour of the approval Arrangement on behalf of management of the Arrangement Resolution.Company in compliance with Law and disclose in the Company Circular that the Purchaser may make such solicitations;
(4f) The consult with the Purchaser in fixing the record date for, and date of, the Company shall Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5g) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days seven (7) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6h) The Company shall promptly advise the Purchaser of any communication (written or oral) from any Company Shareholder in opposition to the Arrangement, written notice of dissent or dissent, purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by the Company andRights, subject to applicable Laws, any and written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall Rights;
(i) not make any payment or settlement offer, or agree to any such settlement, payment or settlement prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent of the Purchaser;
(j) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law; and
(k) at the reasonable request of the Purchaser from time to time, provide the Purchaser with a list of (i) the Company Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Common Shares (including holders of Company Dilutive Securities), and (iii) participants and book-based nominee registrants such paymentas CDS & Co., settlement offer CEDE & Co. and DTC, and non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or settlement additional lists of Company Shareholders, and lists of securities positions and other assistance as applicablethe Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Company Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution.
(2) The Parties acknowledge and agree that the Company Meeting may be, at the discretion of the Company, acting reasonably, a special meeting or an annual general and special meeting of Company Shareholders.
Appears in 1 contract
Samples: Arrangement Agreement (Mogo Finance Technology Inc.)
The Company Meeting. The Company shall:
(1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association and applicable Laws Law as soon as reasonably practicable and after the date hereof, but in any event on or before February 11April 27, 2013 2023, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company Meeting:
(i) Meeting without the prior written consent of the Purchaser except as required for quorum purposes or (in which case, the Company Meeting shall be adjourned, and not cancelled, to a date mutually agreed with the Parent), by applicable Law or by a Governmental EntityEntity or as otherwise expressly provided in Section 4.8(3), Section 5.4(5) or Section 5.4(6);
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for subject to the purposes terms of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingthis Agreement, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval Required Shareholder Approvals and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the Arrangement Resolutiontransactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services firms acceptable to and cooperating with any persons engaged by at the expense of the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.;
(3) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any proxy solicitation services firm, as reasonably requested from time to time by the Purchaser;
(4) The in consultation with the Purchaser, fix and publish a record date for the purposes of determining the Company shall Shareholders entitled to notice of and to vote at the Company Meeting and fix the date of the Company Meeting, give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.;
(5) The Company shall promptly advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.Resolution;
(6) The Company shall promptly advise the Purchaser of receipt of any written notice of dissent communication from or purported exercise claims brought by (or threatened to be brought by) any Company Shareholder of Dissent Rights received by the or other Company Securityholder in relation opposition to the Arrangement Resolution and any (except for non-substantive communications) and/or purported exercise or withdrawal of Dissent Rights received by the Company Shareholders and, subject to applicable LawsLaw, provide the Purchaser with a reasonable opportunity to review and comment upon any written communications communication sent by or on behalf of the Company to any Shareholder exercising such Person and to participate in any discussions, negotiations or purporting proceedings with or including any such Person, it being agreed that any settlement, compromise or other resolution of any of the foregoing shall require the prior written consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed);
(7) not (i) waive any failure by any holder of Company Shares to timely deliver a notice of exercise of Dissent Rights in relation to the Arrangement Resolution. The Company shall not or (ii) settle, compromise or make any payment or settlement offerwith respect to, or agree to settle, compromise or make any such settlement, prior to the Effective Time payment with respect to to, any such notice of dissent exercise or purported exercise of Dissent Rights unless prior to the Purchaser shall have given its Effective Time, in each case, without the prior written consent of the Purchaser;
(8) not, without the prior written consent of the Parent, change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or the Interim Order;
(9) ensure that the Arrangement Resolution is the first substantive matter on the agenda for the Company Meeting, unless otherwise previously agreed to in writing by the Purchaser;
(10) not propose or submit for consideration at the Company Meeting any business other than the Arrangement without the Purchaser’s written consent (it being understood that any disclosure relating to any such paymentbusiness, settlement offer including annual meeting matters, shall be in form and substance satisfactory to the Purchaser, acting reasonably); and
(11) at the reasonable request of the Purchaser from time to time, (i) provide the Purchaser with a list (in both written and electronic form) of (A) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, (B) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Company Shares (including holders of Options, holders of DSU Awards, holders of RSU Awards and holders of PSU Awards), and (C) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares, and (ii) require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or settlement additional lists of Company Shareholders, and lists of securities positions and other assistance as applicablethe Purchaser may reasonably request.
Appears in 1 contract
Samples: Arrangement Agreement (LKQ Corp)
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedOrder, the Company agrees to convene and conduct the Company Meeting as soon as reasonably practicable, with a target date for the Company Meeting of February 26, 2010, and in any event will hold the Company Meeting no later than March 12, 2010, in each case, in accordance with the Interim Order, the Company’s memorandum of association articles and articles of association by-laws as in effect on the date hereof and applicable Laws as soon as reasonably practicable and in any event on or before February 11Laws, 2013 and not to propose to postpone or adjourn (other than a postponement or postpone the Company Meeting:
(i) except as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8); or
(iii) except for an adjournment consented to by the Purchaser not exceeding three business days for the purpose of attempting to obtain the Requisite Shareholder Approvalrequisite approvals as set out in Section 2.2(b)) or cancel the Company Meeting without Acquireco’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) except as required for quorum purposes, or to comply with requirements of applicable Law (provided that the Company uses commercially reasonable efforts to comply with such Laws in a timely manner and excluding applicable Laws governing fiduciary duties, which the Parties hereby agree are otherwise addressed in this Agreement).
(2) The Company shall fix a record date for Subject to the purposes terms of determining the Shareholders entitled to receive notice of and to vote at this Agreement, the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall will use its commercially reasonable efforts to solicit proxies in favour of the approval of Continuance Resolution and the Arrangement Resolution, including, if so requested by the Purchaser, acting reasonably, Acquireco (i) using dealer and proxy solicitation services requested by Acquireco and at Acquireco’s expense; and (ii) cooperating with any persons engaged by the Purchaser Acquireco to solicit proxies in favour of the approval of Continuance Resolution and the Arrangement Resolution.
(43) The Company shall will give notice to the Purchaser Acquireco of the Company Meeting and allow the PurchaserAcquireco’s representatives and legal counsel to attend the Company Meeting.
(54) The Company shall will advise the Purchaser Acquireco, as the Purchaser Acquireco may reasonably request, and at least on a daily basis on each of the last ten seven business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Continuance Resolution and any further information respecting such proxies as the Purchaser may reasonably requestArrangement Resolution.
(65) The Company shall will promptly advise the Purchaser Acquireco of any written notice of dissent or purported exercise by any Shareholder registered holder of Company Shares of Dissent Rights received by the Company in relation to the Arrangement Continuance Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, will provide Acquireco with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any Shareholder registered holder of Company Shares exercising or purporting to exercise Dissent Rights in relation to the Arrangement Continuance Resolution. The Company shall not make settle any payment or settlement offer, or agree to any such settlement, prior to the Effective Time claims with respect to any such notice of dissent or purported exercise of Dissent Rights unless without the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableof Aquireco.
Appears in 1 contract
The Company Meeting. The Company shall:
(1a) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association Constating Documents and applicable Laws Law, including the policies of the CSE, as soon as reasonably practicable and practical and, in any event but subject to compliance by the Purchaser with its obligations in Section 2.4, on or before February 11June 28, 2013 2019 (or such later date as may be agreed to by the Parties in writing or required as a result of a delay by the Purchaser in providing the information required pursuant to Section 2.4(4)) and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company MeetingMeeting without the prior written consent of the Purchaser, except:
(i) except in the case of an adjournment, as required for quorum purposes or by applicable Law or by a Governmental Entity;
(ii) except as required under Section 7.2(8in which case the Company Meeting shall be adjourned and not cancelled); or
(iiiii) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approvalas otherwise permitted under this Agreement.
(2b) The Company shall fix a record date for subject to compliance by the purposes directors and officers of determining the Shareholders entitled to receive notice of and to vote at the Company Meeting, which record date shall be January 14, 2013 or such other date as agreed by the Company with their fiduciary duties and the Purchaser.
(3) The Company shall terms of this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Arrangement and the completion of the transactions contemplated by this Agreement, including, at the Company’s discretion or if so requested by the Purchaser, acting reasonably, and at the Purchaser’s sole expense, subject to the Company’s mutual agreement, using dealer the services of dealers and proxy solicitation services and cooperating services, consulting with any persons engaged by the Purchaser to solicit proxies in favour the selection and retainer of the approval of the Arrangement Resolution.
(4) The Company shall give notice to the Purchaser of the Company Meeting any such proxy solicitation agent and allow reasonably considering the Purchaser’s representatives and legal counsel to attend the Company Meeting.
(5) The Company shall advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably request.
(6) The Company shall promptly advise the Purchaser of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time recommendation with respect to any such notice of dissent or purported exercise of Dissent Rights unless agent, and (i) permit the Purchaser shall have given its prior written consent to assist and participate in all calls and meetings with such payment, settlement offer or settlement as applicable.proxy solicitation agent,
Appears in 1 contract
Samples: Arrangement Agreement
The Company Meeting. (1) Subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminatedAgreement, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association and articles of association amalgamation and applicable by-laws and Applicable Laws as soon as reasonably practicable and in any event on or before February 1113, 2013 2008, and not to propose to adjourn or postpone the Company Meeting:
(ia) except as required for quorum purposes or by applicable Law or by a Governmental EntityApplicable Law;
(iib) except as required under Section 7.2(8)7.3 (2) of this Agreement; or
(iiic) except for an adjournment consented to by the Purchaser for the purpose of attempting to obtain the Requisite Shareholder Approvalrequisite approval of the Arrangement Resolution.
(2) The Company shall fix a record date for Subject to the purposes terms of determining this Agreement and compliance by the Shareholders entitled to receive notice directors and officers of and to vote at the Company Meetingwith their fiduciary duties, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall will use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by the Purchaser, acting reasonably, including using dealer and proxy solicitation services and cooperating with any persons Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution.
(43) The Company shall give notice to will consult with the Purchaser and the Purchaser’s representatives and legal counsel in setting the date of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.
(54) The Company shall will advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as the Purchaser may reasonably requestResolution.
(65) The Company shall will promptly advise the Purchaser of any written notice of dissent or purported exercise by any Common Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Applicable Laws, any written communications sent by or on behalf of the Company to any Common Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall not make settle any payment or settlement offer, or agree to any such settlement, prior to the Effective Time claims with respect to any such notice of dissent or purported exercise of Dissent Rights unless without obtaining the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableof the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement (Axcan Intermediate Holdings Inc.)
The Company Meeting. The Company shall:
(1a) Subject subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated, the Company agrees to convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s memorandum of association Constating Documents and articles of association Law, convene and applicable Laws conduct the Company Meeting as soon as reasonably practicable and in any event use commercially reasonable efforts to convene and conduct the Company Meeting on or before February 1114, 2013 2020, and, subject to the Purchaser’s compliance with Section 2.4(4), not later than February 21, 2020, and set the record date for the Company Shareholders entitled to vote at the Company Meeting as promptly as practicable, and not to adjourn, postpone or cancel (or propose to adjourn the adjournment, postponement or postpone cancellation of) the Company Meeting:
(iMeeting without the prior written consent of the Purchaser, except as required or permitted under Section 4.11(3), Section 5.5(5) except or Section 5.9(3), as required for quorum purposes (in which case, the Company Meeting shall be adjourned and not cancelled), for adjournments for not more than 10 Business Days in the aggregate for the purposes of soliciting proxies to obtain the requisite approval of the Arrangement Resolution or as required by applicable Law or by a Governmental Entity;
(iib) except as required under Section 7.2(8); or
(iii) except for an adjournment consented subject to the terms of this Agreement and compliance by the Purchaser for the purpose directors and officers of attempting to obtain the Requisite Shareholder Approval.
(2) The Company shall fix a record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Company Meetingwith their fiduciary duties, which record date shall be January 14, 2013 or such other date as agreed by the Company and the Purchaser.
(3) The Company shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement ResolutionResolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonablyand at the sole expense of the Purchaser and/or any of its affiliates, using dealer and proxy solicitation services and cooperating with any persons engaged by the Purchaser firms to solicit proxies in favour of the approval of the Arrangement Resolution.;
(4c) The provide the Purchaser with a summary of information regarding the Company shall Meeting generated by any proxy solicitation services firm retained by the Company, as reasonably requested from time to time by the Purchaser;
(d) give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives Representatives and legal counsel to attend the Company Meeting.;
(5e) The Company shall as promptly as reasonably practicable, advise the Purchaser Purchaser, at such times as the Purchaser may reasonably request, request and at least on a daily basis on each of the last ten business days five Business Days prior to the date of the Company Meeting, and promptly following receipt of proxy tallies over the last three Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any further information respecting such proxies as Resolution;
(f) promptly provide the Purchaser may reasonably request.with a summary of any material communication (written or oral) from or claims brought by (or threatened to be brought by) any Company Shareholder in opposition to the Arrangement;
(6g) The Company shall promptly advise notify and provide the Purchaser with details of any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Company in relation to the Arrangement Resolution and any or withdrawal of Dissent Rights received by the Company Shareholders; and, subject to applicable Laws, any written communications sent by or on behalf of the Company to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. The Company shall
(h) not make any payment or settlement offer, or agree to any such settlement, prior to the Effective Time payment or settlement with respect to any such notice of dissent or purported exercise of Dissent Rights unless Rights, without the Purchaser shall have given its prior written consent to such payment, settlement offer or settlement as applicableof the Purchaser.
Appears in 1 contract
Samples: Arrangement Agreement
