Aphria Shareholders definition
Examples of Aphria Shareholders in a sentence
Following the receipt of the Final Order and prior to the Effective Date, Tilray shall deliver or arrange to be delivered to the Depositary the Tilray Shares required to be issued to the Aphria Shareholders in accordance with the provisions of Section 3.1, which Tilray Shares shall be held by the Depositary as agent and nominee for such Aphria Shareholders for delivery to such Aphria Shareholders in accordance with the provisions of Article 5.
The execution and delivery of this Agreement by Aphria and the consummation by Aphria of the Arrangement and of the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Aphria (subject to obtaining the Regulatory Approvals, the approval of the Arrangement Resolution by the Aphria Shareholders, the Interim Order and the Final Order).
Without limiting the generality of the foregoing, but subject to Section 5.3, the Aphria Circular must include a statement that the Aphria Board has unanimously, after receiving legal and financial advice, determined that the Arrangement is in the best interests of Aphria and unanimously recommends that Aphria Shareholders vote in favour of the Arrangement Resolution (the “Aphria Board Recommendation”).
Subject to obtaining the required approvals of the Aphria Shareholders and the Black Sparrow Shareholders, and subject to the satisfaction or waiver of the applicable conditions of Closing as set forth in this Agreement, the Amalgamating Parties will submit the Articles of Amalgamation and such other documents as may be required under the OBCA in connection therewith to give effect to the Amalgamation.
The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Parties shall, as required by applicable Laws, promptly file on SEDAR and mail or otherwise publicly disseminate any such amendment or supplement to the Aphria Shareholders and the Black Sparrow Shareholders and, if required by Law, file the same with any other Governmental Entity as required.
The Parties shall ensure that the Circular complies in material respects with Law, does not contain any Misrepresentation and provides the Aphria Shareholders and the Black Sparrow Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Aphria Meeting and the Black Sparrow Meeting.
Jefferies LLC, Aphria’s financial advisor, has delivered to the Aphria Board on or prior to the date of this Agreement its opinion in writing or orally, in which case such opinion will be subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the factors and assumptions set forth therein, the Consideration is fair, from a financial point of view, to Aphria Shareholders as of the date of this Agreement.
J▇▇▇▇▇▇▇▇ LLC, Aphria’s financial advisor, has delivered to the Aphria Board on or prior to the date of this Agreement its opinion in writing or orally, in which case such opinion will be subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the factors and assumptions set forth therein, the Consideration is fair, from a financial point of view, to Aphria Shareholders as of the date of this Agreement.
The Aphria News Release shall recommend to Aphria Shareholders not to tender their Aphria Shares to the GGB Offer.
Aphria hereby covenants and irrevocably agrees in favour of GGB that, from the date hereof until the Expiry Time, Aphria shall not, directly or indirectly, and shall not permit any of its subsidiaries or Representatives to, directly or indirectly, take any action to actively encourage or solicit Aphria Shareholders to tender Aphria Shares to the GGB Offer.