The SPAC Meetings. Subject to the terms of this Agreement, the SPAC will: (a) promptly upon obtaining clearance from the NEO Exchange and the SPAC Securities Authorities, convene and conduct the SPAC Meetings in accordance with the SPAC’s constitutive documents and applicable Law for the purpose of considering the SPAC Resolution and, if applicable, the Warrant Amendment Resolution and for any other proper purpose as may be set out in the SPAC Circular, including share capital structure changes and, if required, for the purposes of changing the name of the SPAC and approving an advance notice by-law, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the SPAC Meetings without the prior written consent of the Company, except in the case of an adjournment or postponement as required for quorum purposes, which adjournment or postponement shall be for a period of no longer than ten (10) days; (b) use commercially reasonable efforts to take all actions necessary (in its discretion or at the request of the Company) to obtain the SPAC Shareholder Approval, including soliciting proxies (without being obliged to use a formal proxy solicitation service) in favor of the approval of the SPAC Resolution and against any resolution submitted by any SPAC Shareholder that is inconsistent with the SPAC Resolution; (c) consult with the Company in fixing the date of the SPAC Shareholder Meeting and the record date, give notice to the Company of the SPAC Shareholder Meeting and allow Company’s Representatives to attend the SPAC Shareholder Meeting; (d) promptly advise the Company at such times as the Company may reasonably request and at least on a daily basis on each of the last ten (10) business days prior to the date of the SPAC Shareholder Meeting, as to the aggregate tally of the proxies received by the SPAC in respect of the SPAC Resolution and aggregate notices of redemption of the SPAC Class A Shares; and (e) not change the record date for the SPAC Shareholders entitled to vote at the SPAC Shareholder Meeting in connection with any adjournment or postponement of the SPAC Shareholder Meeting, or change any other matters in connection with the SPAC Shareholder Meeting unless required by Law or approved by the Company.
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Samples: Merger Agreement (Glass House Brands Inc.), Merger Agreement (Glass House Brands Inc.)
The SPAC Meetings. Subject to the terms of this Agreement, the SPAC SPAC will:
(a) promptly upon obtaining clearance from the NEO Exchange and a receipt for the SPAC’s final prospectus from the SPAC Securities Authorities, convene and conduct the SPAC Meetings in accordance with the SPAC’s constitutive documents Constitutive Documents and applicable Law for the purpose of considering the SPAC Resolution and, if applicable, and the Warrant Amendment Resolution and for any other proper purpose as may be set out in the SPAC Circular, including share capital structure changes and, if required, for the purposes of changing the name of the SPAC and SPAC, approving an advance notice by-law, and continuing the SPAC to the Province of New Brunswick or another province in Canada without director residency requirements concurrent with the Closing, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the SPAC Meetings without the prior written consent of the each Company, except in the case of an adjournment or postponement as required for quorum purposes, which adjournment or postponement shall be for a period of no longer than ten (10) days;
(b) use commercially reasonable efforts to take all actions necessary (in its discretion or at the request of the Company) to obtain the SPAC Shareholder Approval, including soliciting solicit proxies (without being obliged to use a formal proxy solicitation service) in favor of the approval of the SPAC Resolution and against any resolution submitted by any SPAC Shareholder that is inconsistent with the SPAC Resolution;
(c) consult with the each Company in fixing the date of the SPAC Shareholder Meeting and the record date, give notice to the each Company of the SPAC Shareholder Meeting and allow Company’s Representatives to attend the SPAC Shareholder Meeting;
(d) promptly advise the each Company at such times as the each Company may reasonably request and at least on a daily basis on each of the last ten (10) business days prior to the date of the SPAC Shareholder Meeting, as to the aggregate tally of the proxies received by the SPAC in respect of the SPAC Resolution and aggregate notices of redemption of the SPAC Class A Shares; and
(e) not change the record date for the SPAC Shareholders entitled to vote at the SPAC Shareholder Meeting in connection with any adjournment or postponement of the SPAC Shareholder Meeting, or change any other matters in connection with the SPAC Shareholder Meeting unless required by Law or approved by the each Company.
Appears in 1 contract
Samples: Equity Purchase Agreement
The SPAC Meetings. Subject to the terms of this Agreement, the the SPAC will:
(a) promptly upon obtaining clearance from the NEO Exchange and the SPAC Securities Authorities, and in no event more than twenty (20) calendar days after such clearance, convene and conduct the SPAC Meetings in accordance with the SPAC’s constitutive documents Constitutive Documents and applicable Law for the purpose of considering the SPAC Resolution and, if applicable, and the Warrant Amendment Resolution and for any other proper purpose as may be set out in the SPAC Circular, including share capital structure changes and, if required, for the purposes of changing the name of the SPAC and SPAC, approving an advance notice by-law, and continuing the SPAC to the Province of New Brunswick or another province in Canada without director residency requirements concurrent with the Closing, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the SPAC Meetings without the prior written consent of the Company, except in the case of an adjournment or postponement as required for quorum purposes, which adjournment or postponement shall be for a period of no longer than ten (10) days;
(b) use commercially reasonable efforts to take all actions necessary (in its discretion or at the request of the Company) to obtain the SPAC Shareholder Approval, including soliciting solicit proxies (without being obliged to use a formal proxy solicitation service) in favor of the approval of the SPAC Resolution and against any resolution submitted by any SPAC Shareholder that is inconsistent with the SPAC Resolution;
(c) consult with the Company in fixing the date of the SPAC Shareholder Meeting and the record date, give notice to the Company of the SPAC Shareholder Meeting and allow Company’s Representatives to attend the SPAC Shareholder Meeting;
(d) promptly advise the Company at such times as the Company may reasonably request and at least on a daily basis on each of the last ten (10) business days Business Days prior to the date of the SPAC Shareholder Meeting, as to the aggregate tally of the proxies received by the SPAC in respect of the SPAC Resolution and aggregate notices of redemption of the SPAC Class A Shares; and
(e) not change the record date for the SPAC Shareholders entitled to vote at the SPAC Shareholder Meeting in connection with any adjournment or postponement of the SPAC Shareholder Meeting, or change any other matters in connection with the SPAC Shareholder Meeting unless required by Law or approved by the Company.Law
Appears in 1 contract
Samples: Equity Exchange Agreement
The SPAC Meetings. Subject to the terms of this Agreement, the SPAC SPAC will:
(a) promptly upon obtaining clearance from the NEO Exchange and the SPAC Securities Authorities, convene and conduct the SPAC Meetings in accordance with the SPAC’s constitutive documents Constitutive Documents and applicable Law for the purpose of considering the SPAC Resolution and, if applicable, and the Warrant Amendment Resolution and for any other proper purpose as may be set out in the SPAC Circular, including share capital structure changes and, if required, for the purposes of changing the name of the SPAC and SPAC, approving an advance notice by-law, and continuing the SPAC to the Province of New Brunswick or another province in Canada without director residency requirements concurrent with the Closing, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the SPAC Meetings without the prior written consent of the Company, except in the case of an adjournment or postponement as required for quorum purposes, which adjournment or postponement shall be for a period of no longer than ten (10) days;
(b) use commercially reasonable efforts to take all actions necessary (in its discretion or at the request of the Company) to obtain the SPAC Shareholder Approval, including soliciting solicit proxies (without being obliged to use a formal proxy solicitation service) in favor of the approval of the SPAC Resolution and against any resolution submitted by any SPAC Shareholder that is inconsistent with the SPAC Resolution;
(c) consult with the Company in fixing the date of the SPAC Shareholder Meeting and the record date, give notice to the Company of the SPAC Shareholder Meeting and allow Company’s Representatives to attend the SPAC Shareholder Meeting;
(d) promptly advise the Company at such times as the Company may reasonably request and at least on a daily basis on each of the last ten (10) business days prior to the date of the SPAC Shareholder Meeting, as to the aggregate tally of the proxies received by the SPAC in respect of the SPAC Resolution and aggregate notices of redemption of the SPAC Class A Shares; and
(e) not change the record date for the SPAC Shareholders entitled to vote at the SPAC Shareholder Meeting in connection with any adjournment or postponement of the SPAC Shareholder Meeting, or change any other matters in connection with the SPAC Shareholder Meeting unless required by Law or approved by the Company.
Appears in 1 contract
Samples: Equity Purchase Agreement