Examples of Canopy USA in a sentence
Canopy USA, Canopy and Acreage have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
Following the implementation of the Reorganization, Canopy USA, as of October 24, 2022, holds an ownership interest in certain U.S. cannabis investments previously held by the Company, including, among others, interests in the Floating Shares of Acreage, Wana, Jetty, and TerrAscend.
Each of the Canopy USA LPs, as applicable, represents and warrants that, since the date of the Reorganization, it has not sold, assigned, encumbered or granted any interest in any of the Debt Obligations or the Security, or agreed to do any of the foregoing.
At any time immediately following the Effective Time, if Canopy USA completes the Floating Share Acquisition, then Pubco shall have an option to acquire all but not less than all of the outstanding Class B Non-Voting Common Shares for the Share Settlement (the “Class B Share Option”), which shall be exercisable by written notice to each of the holders of Class B Non-Voting Common Shares.
Unless otherwise expressly provided in this Agreement, if any matter in this Agreement is subject to the determination, consent or approval of the Canopy USA Entities or is to be acceptable to the Canopy USA Entities, such determination, consent, approval or determination of acceptability will be in the sole discretion of the Canopy USA Entities, which means the Canopy USA Entities shall have sole and unfettered discretion, without any obligation to act reasonably.
At any time immediately following the Effective Time, if Canopy USA has completed the Floating Share Acquisition, then Pubco shall have an option to acquire all but not less than all of the outstanding Class B Units (other than those held by USCo2) for the Share Settlement (the “Class B Share Option”), which shall be exercisable by written notice to each of the Class B Unitholders.
In connection with the second installment payable by the Company, on behalf of Canopy USA, pursuant to the Amended TRA, as described in Note 10, a liability has been recorded at December 31, 2022 in the amount of $20,630 in settlement liabilities and other.
In the event that Canopy USA does not complete the Floating Share Acquisition, then Pubco shall not have the Class B Share Option but shall only have the option to acquire all but not less than all of the outstanding Class B Fixed Shares for the Class B Fixed Share Settlement (the “Pubco Fixed Share Option”).
Each Designee shall, promptly after completion, provide the applicable Canopy USA LP and its counsel with copies of all filings, termination statements, discharges, releases, notices and any other instruments or actions so signed, completed, filed, registered, notified or otherwise taken by it pursuant hereto.
The Canopy USA Entities or its legal representative will be regarded as exclusively entitled to the benefit of this Agreement and all Persons may act accordingly and TerrAscend shall not be bound to enter in the register notice of any trust or, except as by some court of competent jurisdiction ordered, to recognize any trust or equity affecting the title to this Agreement.