The Interim Order Sample Clauses

The Interim Order. No later than three (3) Business Days after the date that the Registration Statement / Proxy Statement is declared effective under the Securities Act of 1933, as amended (the “Securities Act”), the Company shall apply in a manner reasonably acceptable to SPAC pursuant to section 193 of the ABCA and, in cooperation with SPAC, prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things: (a) for the Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting, including the Company Shareholders, the directors and auditors of the Company and the Registrar, and for the manner in which such notice is to be provided to such Persons, such notice to include, among other things, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement will be adjudged; (b) that the required level of approval for the Arrangement Resolution shall be the Company Required Approval; (c) that, in all other respects, the terms, restrictions and conditions of the Company Articles and the bylaws of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting; (d) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (e) that the Company Shareholders Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Shareholders Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Shareholders Meeting, unless required by the Court or applicable Law; (g) that the Company Shareholders Meeting may be held in person or be a virtual meeting or hybrid meeting whereby all Company Shareholders may join virtually; (h) for the grant of the Company Dissent Rights to registered Company Shareholders as set forth in the Plan of Arrangement; and (i) for such other matters as the Parties may agree are reasonably necessary to complete the Transactions.
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The Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event no later than five (5) Business Days after the effective date of the Registration Statement, the Company shall apply in a manner reasonably acceptable to SPAC pursuant to Part 9, Division 5 of the BCBCA and, in cooperation with SPAC, prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall provide, among other things: (a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval for the Company Arrangement Resolution shall be the Company Required Approval; (c) that, in all other respects, the terms, restrictions and conditions of the Company Governance Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Arrangement Dissent Rights to those Company Shareholders who are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company with the consent of SPAC (not to be unreasonably withheld, delayed or conditioned), in accordance with the terms of this Agreement without the need for additional approval of the Court; (g) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; and (h) for such other matters as the parties may agree are reasonably necessary to complete the Transactions.
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The Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event no later than five (5) Business Days after the initial filing with the SEC of the Proxy/Registration Statement, the Company shall apply, in accordance with the provisions of the BCBCA and, in cooperation with SPAC (which shall include the opportunity to review all relevant documents by SPAC and the incorporation of all reasonable comments from SPAC thereon), prepare, file and diligently pursue an application to the Court for the Interim Order in respect of the Arrangement, which shall identify that the Shareholder Support Agreements have been executed by the Key Company Shareholders and shall provide, among other things: (i) for the class(es) of Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholders Meeting, and for the manner in which such notice is to be provided; (ii) that the required level of approval for the Company Resolution shall be the Company Required Approval and that under the Shareholder Support Agreements, the Key Company Shareholders have, in aggregate, irrevocably agreed to vote in favor of the Company Resolution and the Company has agreed to use its commercially reasonable efforts to obtain the Company Required Approval in respect of the Company Resolution and to solicit proxies in favor of the approval of the Company Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Company Resolution and the completion of any of the transactions contemplated herein; (iii) that, in all other respects, the terms, restrictions and conditions of the Governing Documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Shareholders Meeting; (iv) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated by the Plan of Arrangement; (v) for the notice requirements regarding the presentation of the application to the Court for the Final Order; (vi) that the Company Shareholders Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed in writing by the parties hereto without the need for additional approval of the Court and without the necessity of first convening the Company Shareholders Meeting or first obtaining any vote of the Company Shareholders respecting the adjournment or...
Sample 1
The Interim Order. ‌ As soon as reasonably practicable after the date of this Agreement, the Arrangement Parties shall apply pursuant to Section 291 of the BCBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement, the Harvest Meeting and the ParentCo Meeting, and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purposes of determining the Harvest Shareholders entitled to notice of and to vote at the Harvest Meeting in accordance with the Interim Order; (c) that the required level of approval (the "Harvest Required Shareholder Approval"):‌ (i) for the Harvest Arrangement Resolution shall be not less than (A) 66.67% of the votes cast on the Harvest Arrangement Resolution by holders of Harvest Subordinate Voting Shares present in person or represented by proxy and entitled to vote at the Harvest Meeting, voting separately as a class; (B) 66.67% of the votes cast on the Harvest Arrangement Resolution by holders of Harvest Multiple Voting Shares present in person or represented by proxy and entitled to vote at the Harvest Meeting, voting separately as a class; (C) 66.67% of the votes cast on the Harvest Arrangement Resolution by holders of Harvest Super Voting Shares present in person or represented by proxy and entitled to vote at the Harvest Meeting, voting separately as a class; (D) 66.67% of the votes cast on the Harvest Arrangement Resolution by holders of Harvest Subordinate Voting Shares, Harvest Multiple Voting Shares and Harvest Super Voting Shares present in person or represented by proxy and entitled to vote at the Harvest Meeting, voting together as a single class; and (E) if required by applicable Law, a simple majority of the votes cast on the Harvest Arrangement Resolution excluding the votes for Harvest Shares held by "related parties" and "interested parties" as defined under MI 61- 101; and (ii) for the Harvest Equity Incentive Plan Resolution shall be a simple majority of the votes cast on the Harvest Equity Incentive Plan Resolution excluding the votes for Harvest Shares held by "related parties" and "interested parties" as defined under MI 61-101; (d) that the terms, restrictions and conditions of Harvest's constating documents relating to the holding of a meeting of Harvest Shareholders, including quorum requirements and all other matters, shall, unles...
Sample 1
The Interim Order. Subject to the assumptions, qualifications, exclusions and other limitations identified in this letter, we are of the opinion that: 1. Upon entry of the Interim Order by the Bankruptcy Court and subject thereto, the Credit Agreement will be duly executed and delivered on behalf of each Loan Party that is a party thereto and (assuming the due authorization, execution and delivery thereof by the parties thereto other than the Loan Parties) will constitute a valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms. No opinion is expressed in this opinion as to the creation, perfection or priority of any Liens, and we note that the enforcement of any Liens may require filings with and the approval of the Bankruptcy Court. 2. Upon entry of the Interim Order by the Bankruptcy Court and subject thereto, the execution and delivery of the Credit Agreement, the consummation of the transactions contemplated thereby, and the compliance by each Loan Party, as applicable, with any of the provisions thereof pertaining to such Loan Party will not conflict with, constitute a default under or violate any applicable provision of existing New York, Delaware general corporate or federal statutory law or rule or regulation covered by this letter. 3. Other than the entry of the Interim Order of the Bankruptcy Court, no approval, authorization, consent, permit, order or other action of any New York, Delaware or federal Governmental Authority is required in connection with (i) the execution, delivery or performance by any Loan Party of the Credit Agreement, or (ii) the legality, validity, binding effect or enforceability of the Credit Agreement, except for the filings required by the terms of the Credit Agreement in connection with the Liens created in favor of the Administrative Agent by the Credit Agreement and except that (a) we express no opinion regarding actions or filings required in connection with the ordinary course conduct by each Loan Party of its business and ownership or operation by each Loan Party of its assets, to the extent that the same may be required by the Credit Agreement, and (b) enforcement of any liens with respect to the Loan Parties may require filing with and approval of the Bankruptcy Court. 4. The making of the extensions of credit to the Borrower under the Credit Agreement does not violate Regulations T, U or X of the Board of Governors of the Federal Reserve System under the Securities Exchan...
Sample 1

Related to The Interim Order

  • Interim Order As soon as reasonably practicable after the date of this Agreement, the Company shall apply, in a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

  • Final Order This Consent Agreement and Final Order, as agreed to by the parties, shall become effective immediately upon filing with the Regional Hearing Clerk. This Final Order concludes this proceeding pursuant to 40 C.F.R. §§ 22.18 and 22.31. IT IS SO ORDERED. XXX XXXXX Digitally signed by XXX XXXXX Date: 2022.04.14 09:47:24 -05'00' Xxx X. Xxxxx Regional Judicial Officer United States Environmental Protection Agency Region 5 In the Matter of: Ag Partners Cooperative Docket Number: FIFRA-05-2022-0006

  • Sale Order The Sale Order shall, among other things, (a) approve, pursuant to sections 105, 363 and 365 of the Bankruptcy Code, (i) the execution, delivery and performance by Sellers of this Agreement, (ii) the sale of the Acquired Assets to Buyer on the terms set forth herein and free and clear of all Encumbrances (other than Permitted Encumbrances), and (iii) the performance by Sellers of their obligations under this Agreement, (b) authorize and empower Sellers to assume and assign to Buyer the Transferred Contracts, (c) find that Buyer is a “good faith” purchaser within the meaning of section 363(m) of the Bankruptcy Code, find that Buyer is not a successor to any Seller, and grant Buyer the protections of section 363(m) of the Bankruptcy Code, (d) find that Buyer shall have no Liability or responsibility for any Liability or other obligation of any Seller arising under or related to the Acquired Assets other than as expressly set forth in this Agreement, including successor or vicarious Liabilities of any kind or character, including any theory of antitrust, environmental, successor, or transferee Liability, labor law, de facto merger, or substantial continuity, (e) find that Buyer has provided adequate assurance (as that term is used in section 365 of the Bankruptcy Code) of future performance in connection with the assumption of the Transferred Contracts, (f) find that Buyer shall have no Liability for any Excluded Liability, (g) find that the consideration provided by Buyer pursuant to this Agreement constitutes reasonably equivalent value and fair consideration for the Acquired Assets, (h) find that Buyer and Sellers did not engage in any conduct which would allow this Agreement to be set aside pursuant to section 363(n) of the Bankruptcy Code and (i) order that, notwithstanding the provisions of the Federal Rules of Bankruptcy Procedures 6004(h) and 6006(d), the Sale Order is not stayed and is effective immediately upon entry. Buyer agrees that it will promptly take such actions as are reasonably requested by any Seller to assist in obtaining Bankruptcy Court approval of the Sale Order, including furnishing affidavits or other documents or information for filing with the Bankruptcy Court for purposes, among others, of (A) demonstrating that Buyer is a “good faith” purchaser under section 363(m) of the Bankruptcy Code and (B) establishing adequate assurance of future performance within the meaning of section 365 of the Bankruptcy Code.

  • Court Order Upon the County’s receipt of an order issued by a court having jurisdiction over a Contract Agency’s inmate, transport will be according to the terms expressed in the court order, or by the Contract Agency or the County pursuant to Section 6 above.

  • Court Orders ICANN will respect any order from a court of competent jurisdiction, including any orders from any jurisdiction where the consent or non-­‐objection of the government was a requirement for the delegation of the TLD. Notwithstanding any other provision of this Agreement, ICANN’s implementation of any such order will not be a breach of this Agreement

  • Amendment of Bidding Documents 10.1 Before the deadline for submission of bids, the Employer may modify the bidding documents by issuing addenda. 10.2 Any addendum thus issued shall be part of the bidding documents and shall be communicated in writing or by cable to all the purchasers of the bidding documents. Prospective bidders shall acknowledge receipt of each addendum by cable to the Employer. 10.3 To give prospective bidders reasonable time in which to take an addendum into account in preparing their bids, the Employer shall extend as necessary the deadline for submission of bids, in accordance with Sub-Clause 20.2 below.

  • BIDDING PROCEDURE 1.1 Sealed bid, (formal and informal), subject to Instructions and General Conditions and any special conditions set forth herein, will be received in the office of the Purchasing Division, 440 So. 8th St., Lincoln, NE 68508, until the bid closing date and time indicated for furnishing Lancaster County, hereinafter referred to as “County”, the materials, supplies, equipment or services shown in the electronic bid request. 1.2 Bidders shall use the electronic bid system for submitting bids and must complete all required fields. If you do not care to bid, please respond to the bid request and note your reason. 1.3 Identify the item you will furnish by brand or manufacturer’s name and catalog numbers. Also furnish specifications and descriptive literature if not bidding the specific manufacturer or model as listed in the specifications. 1.4 Any person submitting a bid for a firm, corporation, or other organization must show evidence of his authority so to bind such firm, corporation, or organization. 1.5 Bids received after the time and date established for receiving bids will be rejected. 1.6 The Bidders and public are invited, but not required, to attend the formal opening of bids. At the opening, prices will be displayed electronically and/or read aloud to the public. The pricing is also available for immediate viewing on-line. No decisions related to an award of a contract or purchase order will be made at the opening.

  • Bidding Process 3.1. Bidding shall generally commence based on the sequence of the lot being shown on the PAH Website. However the Auctioneer has the right to vary the sequence without having to give prior notice to the intended bidders. 3.2. It shall be the responsibilities of the E-bidders to login through PAH website to wait for the turn to bid for the property lot in which they intend to bid. 3.3. The Auctioneer has the discretion to set a new reserve price in the event that there is more than one (1) registered bidder. 3.4. The amount of incremental bid will appear on the website prior to the commencement of the auction. 3.5. Registered online Bidders shall start bidding online by pressing the BID Button using their own gadgets with internet connection. If your bid is the highest, it will be denoted by a Green Coloured Box otherwise it will be a Red Coloured Box The highest bid shall flash 10 seconds (subject to change) interval for four (4) times " Calling Once, Calling Twice, Last Call and Sold". E-bidders may submit their bid at any of these stages of biddings by pressing the BID button. The successful bidder's bid will be denoted by a green coloured screen. The highest bidder shall be declared as the successful purchaser upon the fall of the hammer. 3.6. In the event that there is no bid after forty(40) seconds from the time of commencement of the auction, the auction shall be aborted. 3.7. Any bid once entered by the registered online E-bidders shall be binding and the bid shall not be withdrawn or retracted in any manner whatsoever after the fall of the hammer. 3.8. Both the successful and unsuccessful bidders will be notified by the Auctioneer through the website and also via E-mail where further directions are given in order to conclude the sale of the auction property. 3.9. In the event of any dispute, the decision of the Auctioneer shall be final and binding on all bidders. 3.10. Unsuccessful E-bidders shall have the deposit refunded to the same bank account from which the deposit transfer was made within two (2) working days from the date of auction. 3.11. The information shown and/or prompted on the screen handled by the PAH website in regards to the auction in particular the increment of the bidding price during the bidding process and the declaration of the successful bidder shall be final and conclusive.

  • Compliance with Court Orders In the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

  • BIDDING PROCEDURES 4.1. Bidders have to login at EHSAN AUCTIONEERS SDN. BHD. Website using the same registered email 30 minute before Auction Time. 4.2. Bidders have to click VIEW BID SCREEN BUTTON beside the status to show the bidding screen. Once enter the bidding screen bidders will be on STANDBY MODE 30 minute before the auction started. 4.3. Bidding shall generally commence based on the sequence of the lot being shown on the EHSAN AUCTIONEERS SDN. BHD. website. However, the Auctioneer has the right to vary this sequence without notice. 4.4. It shall be the responsibility of registered E-Bidders to log in through the EHSAN AUCTIONEERS SDN. BHD. website to wait for their turn to bid for the property lot in which they intend to bid. 4.5. The Auctioneer has the right to set a new reserve price in the event there is more than 1 bidder. The reference to a "bidder” here includes E-Bidders as well as on-site bidders. 4.6. Auctioneer will announce the amount of incremental bid and the same will appear on the website prior to the commencement of the auction. 4.7. “Standby mode” is displayed, followed by a message stating “AUCTION STARTED”. Enter your BID by clicking “NEXT BID” button. 4.8. Each bid will be called for 3 times, “FIRST CALLING, “SECOND CALLING”, “FINAL CALL”. Registered E-Bidders may submit their bid at any of these stages of biddings by click the bid amount. 4.9. Any bid by the registered E-bidders shall not be withdrawn once entered. 4.10. In the event of any clarification, disruption or special situation, the Auctioneer may at his discretion decide to pause, postpone and/or call off the public auction. The E-bidders will be notified of this on the BIDDING SCREEN. 4.11. When system displays “NO MORE BIDS”, no further bids will be accepted by the Auctioneer, whether on-site or through the EHSAN AUCTIONEERS SDN. BHD. website. 4.12. The bidder with the highest bid shall be declared as successful bidder upon the fall of hammer. 4.13. The decision of the Auctioneer shall be final and binding on all on-site and/or E-bidders. 4.14. A successful bidder will be directed to a page where further directions are given in order to conclude the sale of the auction property. Please also refer to Part 5 below. 4.15. Unsuccessful E-Bidders will have the deposit paid processed to be refunded to the same bank account from which the deposit transfer was made within three (3) working days. 4.16. The information shown and/or prompted on the screen handled by the EHSAN AUCTIONEERS SDN. BHD. website regarding the public auction, particularly to the calling of bidding price during the bidding process and the declaration of successful bidder shall be final and conclusive.

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