Without limiting the generality of Section 4. 1(1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Acquisition Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser; (ii) as expressly required or permitted by this Agreement; (iii) as required by applicable Law; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of the Key Subsidiaries to, directly or indirectly: (a) amend its Constating Documents or, in the case of any Key Subsidiary which is not a corporation, its similar organizational documents, except as permitted or required pursuant to the Plan of Arrangement; (b) split, combine or reclassify any Company Shares or any other securities of the Company or any of the Key Subsidiaries; (c) redeem, repurchase, or otherwise acquire, or offer to redeem, repurchase or otherwise acquire, Company Shares or any other securities of the Company or any of the Key Subsidiaries, other than redemptions, repurchases or other acquisitions of Company Shares made pursuant to rights of exchange or conversion attached to securities of the Company, High Street or USCo2 issued and outstanding as of the date of this Agreement; (d) amend the terms of any of the securities of the Company or any Key Subsidiary, except as permitted or required pursuant to the Plan of Arrangement; (e) reduce the stated capital of any class or series of the Company Shares; (f) reorganize, amalgamate or merge the Company or any Key Subsidiary; (g) undertake any voluntary dissolution, liquidation or winding-up of the Company or any Key Subsidiary or any other distribution of assets of the Company or any Key Subsidiary for the purpose of winding-up its affairs; (h) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of the Key Subsidiaries; or (i) pledge or otherwise encumber, or authorize the pledge or other encumbrance of any Company Shares or any other securities of the Company or any of the Key Subsidiaries, or any options, warrants, restricted share units or similar rights exercisable or exchangeable for or convertible into Company Shares or any other securities of the Company or any of the Key Subsidiaries, or other rights that are linked to the price or the value of Company Shares or any other securities of the Company or any of the Key Subsidiaries.
Appears in 1 contract
Without limiting the generality of Section 4. 1(1) and except (i) with the prior written consent of the Purchaser Parties (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required or permitted by this Agreement or the Company Plan of Arrangement, (iii) as required by Law or by a Governmental Entity, or (iv) as set out in Section 4.1(2) of the Corporation Disclosure Letter, the Corporation covenants and agrees that, during the period from the date of this Agreement hereof until the earlier of the Acquisition Effective Time and or the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser; (ii) as expressly required or permitted by this Agreement; (iii) as required by applicable Law; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company Corporation shall not, and shall not permit any of the Key its Subsidiaries to, directly or indirectly:
(a) amend or permit the adoption of any amendment to any of its Constating Documents or, in the case of any Key Subsidiary which is not a corporation, its similar organizational documents, except as permitted or required pursuant to the Plan of ArrangementDocuments;
(b) split, combine or reclassify any Company Shares or any other securities of the Company Corporation or any of the Key its Subsidiaries;
(c) amend the terms of, redeem, repurchase, or otherwise acquire, acquire or offer to redeem, repurchase or otherwise acquire, Company Shares or any other securities of the Company Corporation or any of the Key its Subsidiaries, other than redemptions, repurchases except in respect of a termination or other acquisitions cessation of Company Shares made pursuant to rights of exchange or conversion attached to securities of the Company, High Street or USCo2 issued and outstanding as of the date of this Agreementemployment;
(d) amend the terms make, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property, or any combination thereof) on any class of any of the securities of the Company or any Key Subsidiary, except as permitted or required pursuant to the Plan of ArrangementCorporation;
(e) reduce the stated capital of any class or series of the Company Shares;
(f) reorganize, amalgamate or merge the Company or any Key Subsidiary;
(g) undertake any voluntary dissolution, liquidation or winding-up of the Company or any Key Subsidiary or any other distribution of assets of the Company or any Key Subsidiary for the purpose of winding-up its affairs;
(h) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of the Key Subsidiaries; ordissolution;
(if) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of or create any Company Shares or derivative interest in, any other securities of the Company Corporation or any of the Key Subsidiariesits Subsidiaries or other equity or voting interests, or any options, warrants, restricted share units warrants or similar rights exercisable or exchangeable for or convertible into, or otherwise evidencing a right to acquire such securities or other equity or voting interests, except for the issuance of Shares issuable upon the exercise of previously issued Corporation Options;
(g) reorganize, merge, combine or amalgamate with any Person or acquire (by merger, amalgamation, consolidation, acquisition of securities, assets or otherwise), directly or indirectly, in one transaction or in a series of transactions, any businesses or enterprises, or acquire assets, properties or interests outside of the Ordinary Course;
(h) form any Subsidiary or acquire any equity interest in any other Person or enter into Company Shares any joint venture, partnership, limited liability corporation, or similar arrangement;
(i) reduce the stated capital of any class or series of the shares of the Corporation or any of its Subsidiaries;
(j) other than in the Ordinary Course, sell, transfer, license, lease or otherwise dispose of the Corporation Assets, except for (A) Corporation Assets, which, individually or in the aggregate, do not exceed $100,000, (B) property or equipment which is obsolete, or (C) transactions solely between the Corporation and a Subsidiary or between Subsidiaries;
(k) grant any Lien against any property that is not a Permitted Lien;
(l) enter into or amend any agreement for the purchase, sale or lease of any real property;
(m) make any capital expenditure or commitment to do so which, individually or in the aggregate exceeds $100,000, other than capital expenditures or commitments made in the Ordinary Course;
(n) prepay any long-term indebtedness (whether in account of borrowed money or otherwise) before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof or debt securities, other than any repayment of indebtedness or incurrence of additional indebtedness under the Corporation’s current revolving credit facility;
(o) commence, cancel, waive, release, assign, settle (other than for amounts already paid or provisioned in the Corporation’s financial statements) or compromise any liability, obligation, claim (other than insured claims), action or Proceeding, including any claim for equitable relief (i) relating to the assets or the business of the Corporation or any of its Subsidiaries, in excess of an aggregate amount of $100,000 or which would reasonably be expected to impede, prevent or materially delay the consummation of the transactions contemplated by this Agreement, (ii) relating to Corporation Intellectual Property that is material to the Corporation or any of its Subsidiaries, or (iii) brought by any present, former or purported holder of securities of the Company Corporation or any of its Subsidiaries in connection with the Key Subsidiariestransactions contemplated by this Agreement or the Plan of Arrangement;
(p) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person (other rights than in respect of a liability or obligation incurred by a Subsidiary of the Corporation, provided that the incurrence of such liability or obligation by such Subsidiary does not constitute a breach of this Agreement);
(q) enter into any interest rate, currency, equity or commodity swaps, xxxxxx, derivatives, forward sales contracts or similar financial instruments, other than in the Ordinary Course;
(r) make any bonus or profit sharing distribution or similar payment of any kind, other than in the Ordinary Course as set forth in Section 3.1(32)(f) of the Corporation Disclosure Letter or in accordance with the terms of an Employee Plan or Contract with a Corporation Employee in force as of the date hereof;
(s) make any material change in the Corporation’s methods of accounting, except as required by concurrent changes in IFRS or pursuant to written instructions, comments or orders of a Securities Authority;
(t) grant any increase in the rate of wages, salaries, bonuses or other remuneration of any Corporation Employees or independent contractor or make any bonus or profit sharing distribution or similar payment of any kind, or adopt or otherwise implement any employee or executive bonus or retention plan or program, except (i) in the Ordinary Course and as set forth in Section 3.1(32)(f) of the Corporation Disclosure Letter, and (ii) as required by the terms of any Employee Plan or Contract with a Corporation Employee in force as of the date hereof;
(u) hire any new Corporation Employee or engage any new contractors, except to fill a vacancy in the Ordinary Course;
(v) enter into, adopt or otherwise implement any new Employee Plan;
(w) amend, terminate or waive any right under, any existing Material Contract or enter into any Contract that if entered into prior to the date hereof would be a Material Contract (except for (A) entering into new Contracts with customers or clients, and (B) extensions and renewals of Material Contracts in the Ordinary Course, provided that the Corporation shall provide prior written notice to the Purchaser Parties if any such extension or renewal is on terms that are linked less favourable to the price Corporation or the value applicable Subsidiary than those that were provided for in the Material Contract being extended or renewed), or fail to enforce any material breach of Company Shares any Material Contract of which it becomes aware, or materially breach or violate or be in default under any Material Contract;
(x) enter into any Contract with a Group Purchasing Organization;
(y) enter into any new Contracts with distributors, except that the Corporation may extend or renew existing distributor Contracts for a term of up to one (1) year and [***];
(i) fail to duly and timely file, in accordance with applicable Laws, all material Tax Returns required to be filed by it on or after the date hereof; (ii) fail to timely withhold, collect, remit and pay all material Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable except for any such Taxes contested in good faith pursuant to applicable Laws; (iii) make any Tax election or designation other than in the Ordinary Course; (iv) settle or compromise any material Tax claim, assessment, reassessment or liability; (v) file any amended Tax Return; (vi) enter into any material agreement with a Governmental Entity with respect to Taxes; (vii) surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any material Tax matter; or (viii) materially amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by Law;
(aa) knowingly take any action or knowingly permit any inaction or knowingly enter into any transaction (other than the implementation and fulfillment of the transactions contemplated in this Agreement and the Plan of Arrangement and actions taken in the ordinary course of business) that could reasonably be expected to have the effect of materially reducing or eliminating the amount of the tax cost “bump” pursuant to paragraphs 88(1)(c) and 88(1)(d) of the Tax Act in respect of the securities of any Subsidiary and other non-depreciable capital property owned by the Company Corporation on the date hereof, upon an amalgamation or winding-up of any of the Corporation or the Subsidiaries (or any of their respective successors);
(bb) take any action or fail to take any action which action or failure to act would, or would reasonably be expected to, result in the Key loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of rights under, any material Authorizations (including any Healthcare Authorizations), or fail to pursue with commercially reasonable due diligence for any pending applications to any Governmental Entities for material Authorizations;
(cc) disclose any trade secrets or other confidential information relating to any Corporation Offerings or that are otherwise material to the Corporation or any of its Subsidiaries to any third party, other than in the Ordinary Course pursuant to written confidentiality obligations binding on such third party;
(dd) except as contemplated in Section 4.9 and except for scheduled renewals in the Ordinary Course, terminate, cancel or let lapse any insurance (or re-insurance) policy of the Corporation or any of its Subsidiaries in effect on the date of this Agreement, unless simultaneously with any such termination, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated policy for substantially similar premium are in full force and effect;
(ee) waive, release, abandon, let lapse, grant or transfer any material right under, or amend, modify or change in any material respect, any existing material license or right to use the Intellectual Property of a third party, other than in the Ordinary Course;
(ff) grant rights to or permit or agree to grant rights to or to permit any other Person to register or enforce, or grant any other rights or interests with respect to, Corporation Intellectual Property that is material to the Corporation or any of its Subsidiaries, other than Contracts for sales of the Corporation Offerings and associated non-exclusive licenses entered into in the Ordinary Course;
(gg) abandon, cancel or commit any action or omission regarding the relinquishment of rights to the Owned Intellectual Property that are material to the Corporation or any of its Subsidiaries;
(hh) materially change its business; or
(ii) authorize, agree, resolve or otherwise commit to do any of the foregoing.
Appears in 1 contract
Without limiting the generality of Section 4. 1(11 (1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Acquisition Effective Time and the time that this Agreement is terminated in accordance with its termsInterim Period, except: (i) with the prior written consent of the Purchaser, not to be unreasonably withheld, delayed or conditioned; (ii) as expressly required by or permitted contemplated by this Agreement; (iii) as required by applicable Law; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of the Key its Subsidiaries to, directly or indirectly:
(a) amend its Constating Documents or, in the case of any Key Subsidiary which is not a corporation, its similar organizational documents, except as permitted or required pursuant to the Plan of Arrangement;
(b) split, combine or reclassify any Company Shares shares of its capital stock or the capital stock of any of its Subsidiaries or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any other securities of the Company or any of the Key Subsidiariescombination thereof);
(c) redeem, repurchase, or otherwise acquire, acquire or offer to redeem, repurchase or otherwise acquire, Company Shares acquire any shares of its capital stock or any other securities the capital stock of the Company or any of the Key its Subsidiaries, other than redemptions, repurchases or other acquisitions of Company Shares made pursuant to rights of exchange or conversion attached to securities of the Company, High Street or USCo2 issued and outstanding as of the date of this Agreement;
(d) amend enter into, or cause any acceleration, amendment, termination (partial or complete), modification or cancellation of, or grant any waiver or give any consent or release with respect to, any Contract (or series of related Contracts) providing for the terms payment of more than $50,000 in the aggregate in any of the securities of the Company or any Key Subsidiary, except as permitted or required pursuant to the Plan of Arrangement12-month period;
(ei) reduce the stated capital issue any note, bond or other debt security evidencing any indebtedness for borrowed money, (ii) create, increase, incur, assume or guarantee any indebtedness for borrowed money, or (iii) make any voluntary purchases, cancellations, prepayments or complete or partial discharges in advance of a scheduled payment date, or grant any waiver of any class or series of the Company Sharesright, with respect to any indebtedness;
(f) reorganizeissue, amalgamate or merge the Company or any Key Subsidiary;
(g) undertake any voluntary dissolutiondeliver, liquidation or winding-up of the Company or any Key Subsidiary or any other distribution of assets of the Company or any Key Subsidiary for the purpose of winding-up its affairs;
(h) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of the Key Subsidiaries; or
(i) sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any Company Shares shares of its capital stock or any other securities equity or voting interests, including the capital stock of the Company or any of the Key its Subsidiaries, or any options, warrants, restricted share units warrants or similar rights exercisable or exchangeable for or convertible into Company Shares such capital stock or any other securities of the Company equity or any of the Key Subsidiariesvoting interests, or other rights that are linked to the price or the value of Common Shares except for the issuance of Common Shares issuable upon the exercise of the currently outstanding Company Shares Options and Company Warrants or the settlement of currently outstanding Company RSUs;
(g) amend the terms of any of its securities, reduce the capital or stated capital of any of its securities or otherwise enter into any transaction that would reduce the "paid-up capital" (within the meaning of the Tax Act) of its Common Shares;
(h) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than acquisition of assets in the Ordinary Course which individually or in the aggregate do not exceed $50,000;
(i) make any loan or advance to (other than expense advancements in the Ordinary Course), or any other securities capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person;
(j) make any change in the Company's methods of accounting, except as required by concurrent changes in IFRS, as required by a Governmental Entity or as disclosed in the Company Financial Statements;
(k) sell, lease, transfer, license, mortgage, or otherwise dispose of any Company Assets except for (i) assets which are obsolete and which individually or in the aggregate do not exceed $50,000, or (ii) inventory sold in the Ordinary Course;
(I) sell, assign, transfer or grant any license or sublicense of any rights under or with respect to any Company Intellectual Property, or modify any rights in respect of third party-owned trade or service marks or brand names, other than in the Key Subsidiaries.Ordinary Course;
Appears in 1 contract
Without limiting the generality of Section 4. 1(1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Acquisition Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as expressly required or permitted by this Agreement; (iii) as required by applicable LawLaw or a Governmental Entity; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of the Key its Subsidiaries to, directly or indirectly:
(a) amend its any of the Company’s Constating Documents oror the articles of incorporation, in the case articles of amalgamation, by-laws or similar organizational documents of any Key Subsidiary which is not a corporation, of its similar organizational documents, except as permitted or required pursuant to the Plan of ArrangementSubsidiaries;
(b) split, combine combine, reclassify or reclassify amend the terms of any shares of the Company Shares or of any other Subsidiary thereof;
(c) amend the terms of any outstanding securities of the Company that are exercisable or exchangeable for, or convertible into, Company Shares;
(d) reduce the stated capital of the Company or any of the Key its Subsidiaries;
(ce) except with the consent of the Purchaser, declare, pay or issue any dividend in respect of the Company Shares;
(f) redeem, repurchase, or otherwise acquire, acquire or offer to redeem, repurchase or otherwise acquire, Company Shares or acquire any other securities shares of capital stock of the Company or any of the Key its Subsidiaries, other than redemptions, repurchases or other acquisitions of Company Shares made pursuant to rights of exchange or conversion attached to securities of the Company, High Street or USCo2 issued and outstanding as of the date of this Agreement;
(dg) amend issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the terms issuance, grant, delivery, sale, pledge or other encumbrance of, any shares of any of the securities capital stock of the Company or any Key Subsidiaryof its Subsidiaries or any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock of the Company or any of its Subsidiaries, or for or into cash, except as permitted or required pursuant to for the Plan issuance of ArrangementCompany Shares issuable upon the vesting and settlement of the currently outstanding Company Options, Legacy Options, Company DSUs and Company RSUs;
(eh) reduce the stated capital acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any class assets, securities, properties, interests or businesses having a cost, on a per transaction or series of the Company Sharesrelated transactions basis, in excess of [Amount Redacted] for all such transactions, other than Ordinary Course acquisitions of inventory or Ordinary Course acquisitions under procurement contracts;
(fi) sell, lease or otherwise transfer, directly or indirectly, in one transaction or in a series of related transactions, any of the Company’s or its Subsidiaries’ assets which have a value greater than [Amount Redacted] in the aggregate, other than the sale, lease, disposition or other transfer of inventories or other assets in the Ordinary Course;
(j) other than as incurred in connection with this Agreement and the transactions contemplated herein, and other than in the Ordinary Course or to ensure the maintenance of the Company’s current standard of operations, make any capital expenditure or commitment to do so which individually exceeds [Amount Redacted] or in the aggregate exceeds [Amount Redacted];
(k) reorganize, amalgamate or merge the Company or any Key such Subsidiary;
(g) undertake any voluntary dissolution, liquidation or winding-up of the Company or any Key Subsidiary or any other distribution of assets of the Company or any Key Subsidiary for the purpose of winding-up its affairs;
(hl) adopt a plan of liquidation or resolution resolutions providing for the liquidation or dissolution of the Company or any of the Key such Subsidiaries; or;
(im) pledge prepay any long-term indebtedness (including indebtedness outstanding under medium term notes) before its scheduled maturity, other than repayments of indebtedness under credit facilities, provided that no material breakage or other costs or penalties are payable in connection with any such prepayment;
(n) create, incur, assume, drawdown under current credit facilities or otherwise encumberbecome liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of [Amount Redacted];
(o) make any loan or advance to, or authorize assume, guarantee or otherwise become liable with respect to the pledge liabilities or other encumbrance obligations of, any Person;
(p) make any material change in the Company’s accounting principles, except as required by concurrent changes in IFRS, or pursuant to written instructions, comments or orders of a Securities Authority;
(q) enter into any collective agreement or union agreement or amend, modify, terminate or agree to any such amendment, modification, termination or waiver of rights;
(r) except as required by the terms of any Employee Plan, any written employment Contracts disclosed in the Company Shares Disclosure Letter, or in the Ordinary Course (unless contrary to Section 4.1(2)(g)): (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any current or former Company Employee or any other securities director of the Company or any of the Key its Subsidiaries; (B) grant, accelerate, or increase any optionspayment, warrantsaward (equity or otherwise) or other benefits payable to, restricted share units or similar rights exercisable for the benefit of, any current or exchangeable for or convertible into former Company Shares Employee or any other securities director of the Company or any of its Subsidiaries; (C) accelerate or increase the Key Subsidiariescoverage, contributions, funding requirements or benefits available under any Employee Plan; (D) except as described in the Company Disclosure Letter, increase salaries, compensation (in any form), bonus levels or make retention or success payments or other rights that are linked benefits payable to the price any current or the value of former consultant, Company Shares Employee or any other securities officer of the Company or any of its Subsidiaries; (E) enter into or amend any employment, deferred compensation or other similar Contract (or amend any such existing Contract) with any director or officer of the Key Company or its Subsidiaries; (F) make any material determination under any Employee Plan that is not in the Ordinary Course; or (G) except as described in the Company Disclosure Letter subject to a maximum amount in the aggregate per calendar month of [Amount Redacted], make any bonus or profit sharing distribution or similar payment of any kind;
(s) adopt or establish any employee benefit plan that would become an Employee Plan upon being adopted or established, or terminate, amend or modify, in any material way, an existing Employee Plan;
(t) commence, waive, release, assign, settle or compromise any Proceeding in excess of an amount of [Amount Redacted] in the aggregate or which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement;
(u) amend or modify in any material respect or terminate or waive any material right under any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;
(v) except as contemplated herein, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Company or any Subsidiary in effect on the date of this Agreement; or
(w) amend, modify or terminate any Material Contract;
(x) enter into any Material Contract, other than Contracts with respect to the purchase and sale of cannabis biomass in the Ordinary Couse; or
(y) authorize, agree, resolve or otherwise commit to do any of the foregoing.
Appears in 1 contract
Without limiting the generality of Section 4. 1(1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Acquisition Effective Time and the time that this Agreement is terminated in accordance with its terms, except: except with respect to the situations described in Subsections (ia) with the prior written consent to (e) of the Purchaser; (ii) as expressly required or permitted by this Agreement; (iii) as required by applicable Law; or (iv) as expressly contemplated by the Company Disclosure LetterSection 4.1(1), the Company shall not, and shall cause its Subsidiaries not permit any of the Key Subsidiaries to, directly or indirectly:
(a) amend its amend, restate, rescind, alter, enact or adopt all or any portion of any of the Constating Documents or, in of the case Company or any of any Key Subsidiary which is not a corporation, its similar organizational documents, except as permitted or required pursuant to the Plan of ArrangementSubsidiaries;
(b) adjust, split, combine combine, reclassify or reclassify amend the terms of any Company Shares or any other securities of the Company or any of the Key its Subsidiaries;
(c) redeem, repurchase, or otherwise acquire, or offer to redeem, repurchase or otherwise acquire, Company Shares or any other securities of the Company or any of the Key Subsidiaries, other than redemptions, repurchases or other acquisitions of Company Shares made pursuant to rights of exchange or conversion attached to securities of the Company, High Street or USCo2 issued and outstanding as of the date of this Agreement;
(d) amend the terms of any of the securities of the Company or any Key Subsidiary, except as permitted or required pursuant to the Plan of Arrangement;
(e) reduce the stated capital of any class or series of the Company Shares;
(f) reorganize, amalgamate or merge the Company or any Key Subsidiary;
(g) undertake any voluntary dissolution, liquidation or winding-up securities of the Company or any Key Subsidiary or any other distribution of assets of the Company or purchase, redeem, repurchase or otherwise acquire or offer to purchase, redeem, repurchase or otherwise acquire any Key Subsidiary of its securities, except for the purpose acquisition of windingshares in the capital of any Subsidiary of the Company by the Company or by any wholly-up its affairsowned Subsidiary of the Company;
(hd) adopt a plan of liquidation complete or resolution providing for the partial liquidation, arrangement, dissolution, amalgamation, merger, consolidation, restructuring, recapitalization, winding up or other reorganization, liquidation or dissolution of the Company or any of its Subsidiaries, or resolutions providing for the Key same, or file a petition in bankruptcy under any applicable Law on behalf of the Company or any of its Subsidiaries; or, or consent to the filing of any bankruptcy petition against the Company or any of its Subsidiaries under any applicable Law;
(e) issue, grant, deliver, sell, exchange, amend, modify, accelerate, pledge or otherwise encumber (other than by Permitted Liens), or authorize any such action in respect of (i) pledge or otherwise encumber, or authorize the pledge or other encumbrance of any Company Shares or any other securities of the Company or any of the Key its Subsidiaries, or any (ii) other than as permitted under Section 4.1(2)(s)(iii) below, options, warrants, restricted share units equity or similar equity-based awards or other rights to acquire, or exercisable or exchangeable for for, or convertible into Company Shares or into, any other securities of the Company or any of the Key its Subsidiaries, or other (iii) any rights that are linked in any way to the price of any shares of, or to the value of or of any part of, or to any dividends or distributions paid on any shares of, the Company or any of its Subsidiaries, in each case other than (A) the issuance of Subordinate Voting Shares issuable upon the exercise or settlement of the outstanding Incentive Securities or the conversion of Multiple Voting Shares, in each case in accordance with their respective terms and the terms of the applicable Incentive Plan, (B) the issuance of any shares in the capital of any wholly-owned Subsidiary of the Company to the Company or any other wholly-owned Subsidiary of the Company, or (C) the crediting of additional share units on Incentive Securities granted under the Incentive Plans, in accordance with their terms and the terms of the applicable Incentive Plan, in each case, as in effect on the date hereof, following the declaration and payment of dividends permitted by subparagraph (f) below;
(f) make, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) on, any class of securities of the Company or any of its Subsidiaries, except for (i) dividends by any of the Key Company's direct or indirect Subsidiaries to the Company or any of its other Subsidiaries or (ii) the regular quarterly cash dividends declared and paid on the Shares in amounts no greater than declared by the Company in the fiscal quarter immediately preceding the date of this Agreement, each in a manner consistent with past practice of the Company and with the timing of the declaration, record and payment dates in any given quarter consistent with such timings for the preceding quarter, provided, however, that if a record date or payment date with respect to such a regular quarterly dividend declared prior to the Closing would occur after the Closing, such record date or payment date may be accelerated so that it occurs prior to the Closing;
(g) reorganize, arrange, amalgamate or merge the Company or any Subsidiary;
(h) enter into any new line of business (excluding, for greater certainty, the expansion of existing lines of business into new geographic territories or markets other than a Sanctioned Country, which shall not, in and of itself, be deemed to constitute the entering into of a new line of business) or discontinue any existing line of business, or enter into any agreement that would limit or restrict in any material respect the Purchaser or any of its affiliates (including, after the Closing, the Company and its Subsidiaries) from competing or carrying on any business in any manner;
(i) (A) acquire or sell (by amalgamation, merger, consolidation, exchange, purchase of securities, contributions to capital or purchase, lease or license of assets or otherwise), directly or indirectly, in one transactions or in a series of related transactions, any interest in any Person, assets (including Intellectual Property), properties, securities, interests or businesses having a cost, on a per-transaction basis, in excess of $25,000,000 and subject to a maximum of $75,000,000 for all such transactions, other than any Contract for the sale or procurement of goods or services entered into on arm's length terms with a customer or supplier of the Company or any Subsidiary in the Ordinary Course; or (B) enter into any agreement that has the effect of creating a joint venture, partnership, shareholders' agreement or similar relationship between the Company or any of its Subsidiaries and another Person that would be material to the Company and its Subsidiaries, taken as a whole;
(j) make any capital expenditures or commitments, other than capital expenditures which, in the aggregate, are not in excess of the greater of (A) $76,000,000 or (B) 6.0% of the Company's revenue as set forth in the consolidated audited financial statements of the Company most recently filed in the Company Filings;
(k) (i) make any loan or similar advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person, other than the Company and any wholly-owned Subsidiary of the Company, (ii) prepay any long-term Indebtedness (whether on account of borrowed money or otherwise) before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any Indebtedness, other than in connection with (x) Indebtedness owing by one wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company or by the Company to another wholly-owned Subsidiary of the Company, (y) advances or repayments in the Ordinary Course as permitted under the Company's or any Subsidiary's Existing Credit Facilities or (z) the scheduled repayment of the Company's or any Subsidiary's loans outstanding on the date hereof or (iii) create or incur, or permit to be created or incurred, any Lien (other than Permitted Liens) against any asset or property of the Company or any of its Subsidiaries;
(l) amend or modify in any material respect, or terminate or waive any material right under, any Material Contract except in the Ordinary Course, or enter into any Contract that would be a Material Contract if in effect on the date hereof, except for the entering into of any Contract with suppliers, customers, distributors and agents relating to the supply of goods or the provision of services or the sale of inventory or license of products or services by the Company or any of its Subsidiaries, in each case, in the Ordinary Course;
(m) enter into any transaction with a "related party" (within the meaning of MI 61-101 or that would be required to be disclosed under Item 404(a) of Regulation S-K under the United States Securities Act of 1933), except for (i) transactions consistent in type and quantum with such transactions as disclosed in Company Filings prior to the date hereof, or (ii) employment arrangements or other terms of engagement, expense reimbursements, expense accounts and advances in the Ordinary Course;
(n) waive, release, settle, satisfy, pay or compromise any claim, charge or right, litigation, action, arbitration proceeding, audit or investigation relating to the assets or the business of the Company or any of its Subsidiaries (x) with a value in excess of an aggregate monetary amount of $10,000,000 individually or $25,000,000 in the aggregate or (y) involving any non-monetary obligations or equitable relief on, or the admission of wrongdoing by, the Company or its Subsidiaries or, after the Effective Time, the Purchaser or its affiliates;
(o) other than in the Ordinary Course or as expressly permitted or required by this Agreement or unless at least three (3) Business Days' prior written notice has been provided to the Purchaser, file any application for any Material Authorization or Gaming Authorization or abandon, withdraw, or fail to diligently pursue any application for any required Material Authorization or Gaming Authorization, or take or omit to take any action that would reasonably be expected to lead to the termination of any Material Authorization or Gaming Authorization;
(p) abandon, withdraw, or fail to diligently pursue any application for any Pending Authorization, or take or omit to take any action that would reasonably be expected to lead to the termination of any Financial Services License;
(q) make or amend any material Tax election, settle or compromise any material Tax claim, assessment, reassessment or liability, or change any of its methods of reporting income, deductions or accounting for Tax purposes, amend any Tax Return in any material respect, enter into any material agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a material Tax credit or refund, except, in each case, in the Ordinary Course;
(r) sell, license, transfer, abandon, or otherwise dispose of any material Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course) or disclose the source code of any Company Product to any Person (other than employees or contractors with a need to know such information that are bound by written confidentiality agreements or subject to confidentiality obligations under applicable Law);
(s) (i) enter into, establish, adopt, amend, terminate or modify any material Employee Plan; (ii) enter into any new Contract or arrangement providing for any change in control, transaction, retention, deferred compensation severance or termination pay, to any current or former Employees or other individual service provider (or any of their beneficiaries), (iii) grant any incentive awards or bonuses to any current or former Employees or other individual service providers of the Company (or any of their beneficiaries) other than any member of Senior Management or an executive officer of the Company with an individual grant value of $125,000 or more and an aggregate grant value of any and all such incentive awards or bonuses of $25,000,000 or more, (iv) increase or decrease the compensation or benefits payable or to be provided, or that could become payable, to any current or former Employees or other individual service provider (or any of their beneficiaries) (other than any such increases or decreases in the Ordinary Course for an Employee who is not a member of Senior Management or an executive officer of the Company), or (v) take any action to accelerate or modify the vesting, funding, or payment of any compensation or benefit payable or to be provided, or to become payable, to any current or former Employees or other individual service provider (or any of their respective beneficiaries), other than as required by and in accordance with the Plan of Arrangement;
(t) hire or terminate (other than for cause) any employee or individual service provider with annual compensation in excess of $500,000 (other than employees whose compensation is commission based) or take any action that would trigger the notice requirements of the WARN Act;
(u) make any material change in the Company's methods of accounting, except as required by concurrent changes in IFRS; and
(v) authorize, agree, offer, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.
Appears in 1 contract
Samples: Arrangement Agreement (Nuvei Corp)
Without limiting the generality of Section 4. 1(1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Acquisition Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, not to be unreasonably withheld; (ii) as expressly required or permitted by this Agreement; (iii) as required by applicable Law; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of the Key its Subsidiaries to, directly or indirectly:
(a) amend its Constating Documents or, in the case of any Key Subsidiary which is not a corporation, its similar organizational documents, except as permitted or required pursuant to the Plan of Arrangement;
(b) split, combine or reclassify any Company Shares shares of its capital stock or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any other securities combination thereof) or amend any term of the Company or any of the Key Subsidiariesoutstanding debt security;
(c) redeem, repurchase, or otherwise acquire, acquire or offer to redeem, repurchase or otherwise acquire, Company Shares acquire any shares of its capital stock or any other securities the capital stock of the Company or any of the Key its Subsidiaries, other than redemptions, repurchases or other acquisitions of Company Shares made pursuant to rights of exchange or conversion attached to securities of the Company, High Street or USCo2 issued and outstanding as of the date of this Agreement;
(d) amend enter into, or cause any acceleration, amendment, termination (partial or complete), modification or cancellation of, or grant any waiver or give any consent or release with respect to, any Contract (or series of related Contracts) providing for the terms payment of more than USD$100,000 in the aggregate in any 12-month period;
(i) issue any note, bond or other debt security, (ii) create, incur, assume or guarantee, or (iii) make any voluntary purchases, cancellations, prepayments or complete or partial discharges in advance of a scheduled payment date with respect to, or grant any waiver of any of the securities right of the Company or any Key such Subsidiary, except as permitted in each case with respect to any indebtedness involving, individually or required pursuant to in the Plan of Arrangement;
(e) reduce the stated capital of any class or series of the Company Sharesaggregate, more than USD$100,000;
(f) reorganizeissue, amalgamate or merge the Company or any Key Subsidiary;
(g) undertake any voluntary dissolutiondeliver, liquidation or winding-up of the Company or any Key Subsidiary or any other distribution of assets of the Company or any Key Subsidiary for the purpose of winding-up its affairs;
(h) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of the Key Subsidiaries; or
(i) sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any Company Shares shares of its capital stock or any other securities equity or voting interests, including the capital stock of the Company or any of the Key its Subsidiaries, or any options, warrants, restricted share units warrants or similar rights exercisable or exchangeable for or convertible into Company Shares such capital stock or any other securities of the Company equity or any of the Key Subsidiariesvoting interests, or other rights that are linked to the price or the value of Common Shares except for the issuance of Common Shares issuable upon the exercise of the currently outstanding Company Shares Options, Company Warrants and Convertible Debentures;
(g) amend the terms of any of its securities, reduce the capital of any of its securities or otherwise enter into any transaction that would reduce the “paid-up capital” (within the meaning of the Tax Act) of its Common Shares;
(h) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than pursuant to a Contract in existence on the date hereof and as described in Section 4.1(2)(h) of the Company Disclosure Letter;
(i) make any loan or advance to (other than expense advancements in the Ordinary Course), or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person, in each case in excess of USD$50,000 in the aggregate
(j) make any change in the Company’s methods of accounting, except as required by concurrent changes in GAAP, as required by a Governmental Entity or as disclosed in the Company Financial Statements;
(k) sell, lease, transfer, license, mortgage, or otherwise dispose of any Company Assets except for (i) assets which are obsolete and which individually or in the aggregate do not exceed USD$50,000, or (ii) inventory sold in the Ordinary Course;
(l) transfer, assign or grant any license or sublicense of any rights under or with respect to any Company Intellectual Property, or modify any rights in respect of third party-owned trade or service marks or brand names;
(m) enter into any joint venture or similar agreement, arrangement or relationship;
(n) make any operating expenditure, capital expenditure or commitment to do so in excess of USD$100,000 individually or USD$2,000,000 in the aggregate other securities than as set forth in Section 4.1(2)(n) of the Company Disclosure Letter;
(o) prepay any indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness or guarantees thereof;
(p) except in the Ordinary Course in respect of employees other than officers or directors of the Company or any Subsidiary and except as set forth in Section 4.1(2)(p) of the Company Disclosure Letter, (i) grant any bonuses, whether monetary or otherwise, or increase any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, managers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change the terms of employment for, or terminate, any officer, directors, manager, key employee or group of employees, or (iii) act to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, directors, manager, independent contractor or consultant;
(q) except in the Ordinary Course in respect of employees other than officers or directors of the Company or any Subsidiary, adopt, amend, modify or terminate any (i) employment, severance, retention or other agreement with any current or former employee, officer, directors, manager, independent contractor or consultant or (ii) Company Benefit Plan;
(r) adopt any plan of merger, consolidation, amalgamation, reorganization, liquidation or dissolution or filed a petition in bankruptcy under any provisions of federal, state or provincial bankruptcy or similar Law or consent to the filing of any bankruptcy petition against it under any bankruptcy or similar Law;
(s) in respect of any Company Assets, waive, release, surrender, abandon, let lapse, grant or transfer any material right or value or amend, modify or change, or agree to amend, modify or change, in any material respect, any Contract relating to the ownership or lease of the Company Real Property, any existing Authorization or any Company Intellectual Property;
(t) grant any Lien (other than Permitted Liens) on any of the Company Assets;
(u) (i) make or rescind any material Tax election or designation, amend, in any manner adverse to the Company, any Tax Return, settle or compromise any material liability for Taxes or change or revoke any of its methods of Tax accounting, or (ii) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice;
(v) purchase, lease or otherwise acquire the right to own, use or lease any property or assets for an amount in excess of USD$25,000, individually (in the case of a lease, per annum), or USD$100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course;
(w) enter into any interest rate, currency, equity or commodity swaps, xxxxxx, derivatives, forward sales contracts or similar financial instruments;
(x) make any bonus or profit sharing distribution or similar payment of any kind except as may be required by the terms of a Contract listed in Section 4.1(2)(x) of the Company Disclosure Letter;
(y) except as required by Law: (i) increase any compensation, bonus levels, benefits, severance, change of control, termination or other pay or benefits payable (or improvements to notice or pay in lieu of notice) to (or amend any existing arrangement with) any current or former Company Employee or any current or former director or 5% or greater shareholder of the Company or any of its Subsidiaries; (ii) increase the Key benefits payable under any existing severance or termination pay policies with any current or former Company Employee or any current or former director of the Company or any of its Subsidiaries.; (iii) increase the benefits payable under any employment agreements with any current or former Company Employee or any current or former director of the Company or any of its Subsidiaries; (iv) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any current or former Company Employee or any current or former director of the Company or any of its Subsidiaries;
Appears in 1 contract
Samples: Arrangement Agreement
Without limiting the generality of Section 4. 1(1), the Company covenants and agrees that, during shall use commercially reasonable efforts to preserve intact the period from the date of this Agreement until the earlier current business organization of the Acquisition Effective Time Company, keep available the services of the present employees and agents of the Company and maintain good relations with, and the time that this Agreement is terminated in accordance goodwill of, suppliers, customers, landlords, creditors, distributors and all other Persons having business relationships with the Company and, except for transactions involving the Company and one or more of its terms, except: (i) wholly-owned Subsidiaries or between wholly-owned Subsidiaries of the Company or with the prior written consent of the Purchaser; (ii) as expressly required or permitted by this Agreement; (iii) as required by applicable Law; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of the Key its Subsidiaries to, directly or indirectly:
(a) amend its the Company's Constating Documents or, in the case of or any Key Subsidiary which is not a corporation, its similar organizational Subsidiary's constating documents, except as permitted or required pursuant to the Plan of Arrangement;
(b) split, combine or reclassify any Company Shares of its shares or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any other combination thereof) or amend any term of any outstanding debt security;
(c) amend or modify the terms of any securities of the Company or any of (including the Key Subsidiariesvesting thereof);
(cd) redeem, repurchase, or otherwise acquire, acquire or offer to redeem, repurchase or otherwise acquire, Company Shares or acquire any other securities shares of the Company or any of the Key Subsidiaries, other than redemptions, repurchases or other acquisitions of Company Shares made pursuant to rights of exchange or conversion attached to securities of the Company, High Street or USCo2 issued and outstanding as of the date of this Agreement;
(d) amend the terms of any of the securities of the Company or any Key Subsidiary, except as permitted or required pursuant to the Plan of Arrangementits capital stock;
(e) reduce the stated capital of any class or series of the Company Shares;
(f) reorganizeissue, amalgamate or merge the Company or any Key Subsidiary;
(g) undertake any voluntary dissolutiondeliver, liquidation or winding-up of the Company or any Key Subsidiary or any other distribution of assets of the Company or any Key Subsidiary for the purpose of winding-up its affairs;
(h) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of the Company or any of the Key Subsidiaries; or
(i) sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any Company Shares shares of its capital stock or any other securities of the Company equity or any of the Key Subsidiariesvoting interests, or any options, warrants, restricted share units warrants or similar rights exercisable or exchangeable for or convertible into Company Shares such capital stock or other equity or voting interests, or any other securities of the Company or any of the Key Subsidiariesstock appreciation rights, phantom stock awards or other rights that are linked to the price or the value of Company Shares, except for the issuance of Company Shares issuable upon the exercise or vesting of the Company Dilutive Securities outstanding on the date of this Agreement in accordance with the terms thereof;
(f) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any material assets, securities, properties, licences, interests or businesses;
(g) sell, lease, transfer, encumber or otherwise dispose of any of its assets or any interest therein except for assets which are obsolete and which individually or in the aggregate do not exceed $100,000;
(h) make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $100,000;
(i) prepay any indebtedness before it falls due or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof;
(j) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person;
(k) enter into any interest rate, currency, equity or commodity swaps, hxxxxx, derivatives, forward sales contracts or similar financial instruments;
(l) make, amend or rescind any material Tax election, amend, in any manner adverse to the Company, any Tax Return, settle or compromise any material liability for Taxes or change or revoke any of its methods of Tax accounting;
(m) take any action with respect to the computation of Taxes or the preparation of Tax Returns that is in any material respect inconsistent with past practice;
(n) other securities than in the Ordinary Course, make any bonus or profit sharing distribution or similar payment of any kind;
(o) make any change in the Company's methods of accounting, except as required by concurrent changes in IFRS;
(p) (i) increase any severance, change of control or termination pay to (or amend any existing arrangement with) any Company Employee or director or executive officer of the Company or any of its Subsidiaries; or (ii) increase the Key benefits payable under any existing severance or termination pay policies with any Company Employee or director or executive officer of the Company or any of its Subsidiaries; or (iii) increase the benefits payable under any employment agreements with any Company Employee or director or executive officer of the Company or any of its Subsidiaries except with respect of Company Employees who are not directors or executive officers of the Company, and then only in the Ordinary Course; or (iv) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director or executive officer of the Company; (v) enter into any employment or other similar agreement with any Person which includes any change of control provision or any provision for severance or termination pay in excess of the statutory minimum; or (vi) increase compensation, bonus levels or other benefits payable to any Company Employee or director or executive officer of the Company or any of its Subsidiaries (other than, in the case of a Company Employee who is not a director or executive officer of the Company, in a manner consistent with past practice);
(q) cancel, waive, release, assign, settle or compromise any claims or rights;
(r) compromise or settle any material litigation, proceeding or governmental investigation;
(s) amend or modify in any material respect, or terminate or waive any right under, any Company Material Contract of the Company or enter into any contract or agreement that would be a Company Material Contract of the Company if in effect on the date hereof, except that the Company may issue Company 2020 Notes (Tranche Two) to the holders of Company 2020 Notes (Tranche One) upon receipt of proceeds equal to the face value of such Company 2020 Notes (Tranche Two). For the purposes of this Section 4.1, the term "Company Material Contract" shall have the meaning assigned to such term in Section 1.1 except references to "$1,000,000" shall be deemed to be references to "$100,000";
(t) [redacted];
(u) except as contemplated in Section 4.10 amend, modify or terminate any insurance policy of the Company or any of its Subsidiaries in effect on the date of this Agreement;
(v) amend, terminate, cancel or allow to lapse any insurance policy of the Company or any of its Subsidiaries in effect on the date of this Agreement, unless simultaneously with such amendment, termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of internationally recognized standing providing coverage of equal to or greater than the coverage under the amended, terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;
(w) adopt a plan of liquidation or resolution providing for the liquidation, dissolution or winding up of the Company or any of its Subsidiaries; or
(x) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.
Appears in 1 contract
Samples: Arrangement Agreement (Mogo Inc.)
