Authority and No Conflicts. (a) Target has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's Shareholders, the TSXV and the Court as provided in this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target and the consummation by Target of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than the approval of the Target Shareholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Target and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity. (c) The board of directors of Target has determined by the unanimous approval of all directors (A) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Securityholders and are in the best interests of Target and (B) to recommend that the Target Shareholders vote in favour of the Arrangement Resolution. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target nor the performance by it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will: (i) conflict with, or violate any provision of, the constating documents of Target or any of its Subsidiaries; (ii) subject to any and all required consents, approvals, orders, authorizations, registrations, declarations or filings being made or obtained, violate or breach any Laws applicable to Target or any of its Subsidiaries; (iii) subject to any and all required consents, approvals, orders, authorizations, registrations, declarations or filings being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target or any of its Subsidiaries is a party or by which Target or any of its Subsidiaries or its or their property is bound or subject; or (iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Target's assets or the assets of any of its Subsidiaries, or restrict, hinder, impair or limit the ability of Target or any of its Subsidiaries to carry on their respective businesses as and where they are now being carried on or as contemplated to be carried on as disclosed by Target to Crosshair.
Appears in 1 contract
Sources: Combination Agreement (Crosshair Exploration & Mining Corp)
Authority and No Conflicts. (a) Target Altima has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's Shareholders, the TSXV and the Court as provided in this Agreement with respect to the Plan of ArrangementTSXV. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target Altima and the consummation by Target Altima of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target Altima are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than the approval of the Target Shareholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreementthereby.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Target Altima and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.
(c) The board of directors of Target Altima has determined by the unanimous approval of all directors (A) that this Agreement and the transactions contemplated hereby are advisable and the Arrangement Resolution, are fair to the Target Securityholders and are in the best interests of Target and (B) to recommend that the Target Shareholders vote in favour of the Arrangement ResolutionAltima.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target Altima nor the performance by it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Target or any of its SubsidiariesAltima;
(ii) subject to any and all required consents, approvals, orders, authorizations, registrations, declarations or filings being made or obtained, violate or breach any Laws applicable to Target or any of its SubsidiariesAltima;
(iii) subject to any and all required consents, approvals, orders, authorizations, registrations, declarations or filings being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target or any of its Subsidiaries Altima is a party or by which Target or any of its Subsidiaries Altima or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of TargetAltima's assets or the assets of any of its Subsidiariesassets, or restrict, hinder, impair or limit the ability of Target or any of its Subsidiaries Altima to carry on their respective businesses its business as and where they are it is now being carried on or as contemplated to be carried on as disclosed by Target Altima to CrosshairUNE.
Appears in 1 contract
Authority and No Conflicts. (a) Target has Each of the Purchaser and Merger Sub have all requisite necessary corporate power and authority to execute and deliver this Agreement and each of the other documents related Ancillary Agreements to the transactions contemplated hereunder which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's Shareholders, the TSXV hereby and the Court as provided in this Agreement with respect to the Plan of Arrangementthereby. The execution execution, delivery and delivery performance by each of the Purchaser and Merger Sub of this Agreement and each of the other documents related Ancillary Agreements to the transactions contemplated hereunder by Target which it is a party, and the consummation by Target it of the transactions contemplated hereby and thereby (including the Merger, the issuance of the Stock Consideration and the filing and maintenance of the Resale Registration Statement as required by this Agreement Agreement), have been duly and validly authorized by all necessary corporate action and and, no other corporate proceedings action on the part of Target the Purchaser and Merger Sub are necessary to authorize the execution, delivery and performance by the Purchaser and Merger Sub of this Agreement and each of the other documents related Ancillary Agreements to which it is a party, and the transactions contemplated hereunder or to consummate consummation by it of the transactions contemplated hereby or and thereby other than (including the approval Merger, the issuance of the Target Shareholders and the Court Stock Consideration and the filing and maintenance of such corporate documents under the BCBCA Resale Registration Statement as are provided for in required by this Agreement.
(b) Each ). This Agreement has been, and each of this Agreement the Ancillary Agreements to which the Purchaser and the other documents related to the transactions contemplated hereunder has been or Merger Sub are parties will be as of the Closing, duly and validly executed and delivered by Target the Purchaser and Merger Sub and assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or in the case of each of the Ancillary Agreements to which the Purchaser and Merger Sub are parties, will constitute its legalas of the Closing, the valid and binding obligation, agreement of the Purchaser and Merger Sub enforceable against it the Purchaser and Merger Sub in accordance with its terms, except as the same such enforceability (i) may be limited by bankruptcy, insolvency and insolvency, fraudulent conveyance, reorganization, moratorium or other applicable similar Laws affecting or relating to enforcement of creditors' ’ rights generally, generally and by (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
(b) The execution and delivery by the Purchaser and Merger Sub of this Agreement and each of the Ancillary Agreements to which the Purchaser and Merger Sub are party do not, and the performance of the Purchaser’s and Merger Sub’s obligations hereunder and thereunder will not, (i) conflict with or violate the organizational documents, as amended or supplemented of the Purchaser or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 5.2(c) below have been obtained and all filings and obligations described in Section 5.2(c) below have been made, conflict with or violate any Law applicable to the Purchaser or Merger Sub, or by which any of property or asset of the Purchaser or Merger Sub, is bound, or (iii) require any consent or result in any material violation or material breach of, or constitute (with or without notice or lapse of time or both) a material default (or give to others any rights of termination, amendment, acceleration or cancellation) under, or result in the triggering of any payments or result in the creation of a Lien on any material property or material asset of the Purchaser or Merger Sub under, any material Contract or material Permit to which the Purchaser or Merger Sub is party, or by which the Purchaser, Merger Sub or any of their respective properties are bound.
(c) The board of directors of Target has determined execution and delivery by the unanimous approval Purchaser and Merger Sub of all directors (A) that this Agreement and the transactions contemplated hereby Ancillary Agreements to which the Purchaser or Merger Sub is party do not, and the Arrangement Resolution, are fair to the Target Securityholders and are in the best interests performance of Target and (B) to recommend that the Target Shareholders vote in favour of the Arrangement Resolution.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target nor the performance by it of its their obligations hereunder and thereunder and the completion of the transactions contemplated herebywill not, will:
require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity, except (i) conflict the filing of an Agreement of Merger with, or violate any provision ofand the acceptance for record thereof by, the constating documents Secretary of Target or any State of its Subsidiaries;
the State of California, (ii) subject as may be required under the Securities Act, the Exchange Act, any applicable Blue Sky Laws or the rules and regulations of Nasdaq and (iii) where the failure to any and all required obtain such consents, approvals, ordersauthorizations or permits, authorizationsor to make such filings or notifications, registrationswould not, declarations individually or filings being made or obtained, violate or breach any Laws applicable to Target or any of its Subsidiaries;
(iii) subject to any and all required consents, approvals, orders, authorizations, registrations, declarations or filings being made or obtained, violate or conflict with or result in the breach ofaggregate, prevent or constitute a default (or an event that with materially delay consummation of the giving of notice, Merger and the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target or any of its Subsidiaries is a party or transactions contemplated by which Target or any of its Subsidiaries or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Target's assets or the assets of any of its Subsidiaries, or restrict, hinder, impair or limit the ability of Target or any of its Subsidiaries to carry on their respective businesses as and where they are now being carried on or as contemplated to be carried on as disclosed by Target to Crosshairthis Agreement.
Appears in 1 contract
Authority and No Conflicts. (a) Target ▇▇▇▇▇ has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's the ▇▇▇▇▇ Common Shareholders, the TSXV ▇▇▇▇▇ Warrantholders and the Court as provided in this Agreement with respect to the Plan Scheme of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target ▇▇▇▇▇ and the consummation by Target ▇▇▇▇▇ of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target ▇▇▇▇▇ are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby thereby, other than than, with respect to the completion of the Scheme of Arrangement, the approval of the Target Shareholders ▇▇▇▇▇ Common Shareholders, the ▇▇▇▇▇ Warrantholders and the Court and the filing of such corporate documents under the BCBCA Companies Law as are provided for in this Agreement.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or and will be duly and validly executed and delivered by Target ▇▇▇▇▇ and constitutes or and will constitute its a legal, valid and binding obligationobligation of ▇▇▇▇▇, enforceable against it ▇▇▇▇▇ in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' ’ rights generally, and by general principles of equity.
(c) The board of directors of Target ▇▇▇▇▇ at a meeting duly called and held has unanimously determined by the unanimous approval of all directors (A) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Securityholders and are in the best interests of Target ▇▇▇▇▇, and (B) has resolved to recommend that the Target ▇▇▇▇▇ Common Shareholders and the ▇▇▇▇▇ Warrantholders vote in favour of the ▇▇▇▇▇ Arrangement Resolution and the ▇▇▇▇▇ Warrantholder Arrangement Resolution, respectively.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target ▇▇▇▇▇ nor the performance by it ▇▇▇▇▇ of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Target or any of its Subsidiaries▇▇▇▇▇;
(ii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 5.4 being made or obtained, violate or breach any Laws applicable to Target or any of its Subsidiaries▇▇▇▇▇;
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 5.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target or any of its Subsidiaries ▇▇▇▇▇ is a party or by which Target or any of its Subsidiaries ▇▇▇▇▇ or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Target's ▇▇▇▇▇’▇ assets or the assets of any of its Subsidiaries, or restrict, hinder, impair or limit the ability of Target or any of its Subsidiaries ▇▇▇▇▇ to carry on their respective businesses its business as and where they are it is now being carried on or as contemplated to be carried on as disclosed by Target ▇▇▇▇▇ to Crosshairthe other parties; except in the case of clauses 5.3(d)(ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on ▇▇▇▇▇ or materially impair the ability of ▇▇▇▇▇ to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Authority and No Conflicts. (a) Target ▇▇▇▇▇▇▇▇ has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's Shareholders, the TSXV ▇▇▇▇▇▇▇▇ Shareholders and the Court as provided in this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target ▇▇▇▇▇▇▇▇ and the consummation by Target ▇▇▇▇▇▇▇▇ of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target ▇▇▇▇▇▇▇▇ are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than than, with respect to the completion of the Arrangement, the approval of the Target ▇▇▇▇▇▇▇▇ Shareholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this AgreementCourt.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Target ▇▇▇▇▇▇▇▇ and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Applicable Laws affecting creditors' ’ rights generally, and by general principles of equity.
(c) The board of directors of Target ▇▇▇▇▇▇▇▇ at a meeting duly called and held has determined by the unanimous approval vote of all its directors (A) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Securityholders ▇▇▇▇▇▇▇▇ Shareholders and are in the best interests of Target and ▇▇▇▇▇▇▇▇, (B) to recommend that the Target ▇▇▇▇▇▇▇▇ Shareholders vote in favour of the Arrangement ResolutionResolution and (C) authorizing any director or officer of ▇▇▇▇▇▇▇▇, acting alone, to execute and deliver all documents and do any and all other things required hereunder or necessary or desirable to give effect to the Arrangement and the transactions contemplated by this Agreement.
(d) Neither the execution and delivery of this Agreement and all or any other documents related to the transactions contemplated hereunder by Target ▇▇▇▇▇▇▇▇ or its Subsidiaries nor the performance by it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Target ▇▇▇▇▇▇▇▇ or any of its Subsidiaries;
(ii) subject to any receipt of the Appropriate Regulatory Approvals listed in Schedule A and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or breach any Laws Applicable Laws, judgment, order or decree applicable to Target ▇▇▇▇▇▇▇▇ or any of its Subsidiaries;
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify modify, suspend or call any obligations or rights under any credit agreement, contract, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target ▇▇▇▇▇▇▇▇ or any of its Subsidiaries is a party or by which Target ▇▇▇▇▇▇▇▇ or any of its Subsidiaries or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Target's ▇▇▇▇▇▇▇▇’▇ assets or the assets of any of its Subsidiaries, Subsidiaries or restrict, hinder, impair or limit the ability of Target ▇▇▇▇▇▇▇▇, or any of its Subsidiaries to carry on their respective businesses as and where they are now being being, or are planned to be, carried on or as contemplated to be carried on as disclosed by Target to Crosshairon.
Appears in 1 contract
Authority and No Conflicts. (a) Target Resource has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval or consent of Target's Shareholders, the TSXV and the Court Resource Shareholders as provided set out in this Agreement with respect to the Plan of Arrangementmatters contemplated in the Resource Resolutions and the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target Resource and the consummation by Target Resource of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target Resource are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby thereby, other than than, the approval adoption of the Target Resource Resolutions and with respect to the completion of the Scheme of Arrangement, the consent of a majority of the Resource Shareholders and the Court and the filing of such corporate documents under the BCBCA as are provided for set out in this Agreement.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or and will be duly and validly executed and delivered by Target Resource and constitutes or and will constitute its a legal, valid and binding obligationobligation of Resource, enforceable against it Resource in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' ’ rights generally, and by general principles of equity.
(c) The Except as provided in Section 3.3(c) of the Resource Disclosure Letter, the board of directors of Target Resource at a meeting duly called and held has unanimously determined by the unanimous approval of all directors (A) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Securityholders and are in the best interests of Target Resource and (B) to recommend that the Target Shareholders vote in favour of the Arrangement ResolutionResource Shareholders.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target Resource nor the performance by it Resource of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Target or any of its SubsidiariesResource;
(ii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or breach any Laws applicable to Target or any of its SubsidiariesResource;
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target or any of its Subsidiaries Resource is a party or by which Target or any of its Subsidiaries Resource or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Target's Resource’s assets or the assets of any of its Subsidiaries, or restrict, hinder, impair or limit the ability of Target or any of its Subsidiaries Resource to carry on their respective businesses its business as and where they are now being carried on or as contemplated to be carried on as disclosed by Target Resource to CrosshairGeovic, ▇▇▇▇▇ and Buckovic; except in the case of clauses 3.3(d)(ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Resource or materially impair the ability of Resource to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Authority and No Conflicts. (a) Target Continental has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's Shareholders, the TSXV Continental Securityholders and the Court as provided in this Agreement with respect to the Plan of ArrangementAgreement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target Continental and the consummation by Target Continental of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target Continental are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than the approval of the Target Shareholders Continental Securityholders in accordance with the BCBCA, the rules of the TSXV and MI 61-101 and the approval of the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Target Continental and constitutes or or, when executed, will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.
(c) The board of directors of Target Continental at a meeting duly called and held has determined by the unanimous approval of all directors present except such directors who are designates of Jinchuan (Ai) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Continental Securityholders and are in the best interests of Target Continental, and (Bii) to recommend that the Target Shareholders Continental Securityholders vote in favour of the Arrangement Resolution.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target Continental nor the performance by it Continental of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Target Continental or any of its Subsidiaries;
(ii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or breach any Laws applicable to Target or Continental, any of its Subsidiaries;
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target Continental or any of its Subsidiaries is a party or by which Target Continental or any of its Subsidiaries or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Target's Continental’s assets or the assets of any of its Subsidiaries, or restrict, hinder, impair or limit the ability of Target Continental or any of its Subsidiaries to carry on their respective businesses as and where they are now being carried on or as contemplated to be carried on as disclosed by Target Continental to CrosshairJinchuan.
Appears in 1 contract
Authority and No Conflicts. (a) Target MDA has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions Transaction contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransaction, subject to the approval of Target's Shareholders, the TSXV and the Court MDA Shareholders as provided in this Agreement with respect to the Plan of ArrangementAgreement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder Transaction by Target MDA and the MDA Selling Subsidiaries and the consummation by Target MDA and the MDA Selling Subsidiaries of the transactions contemplated by this Agreement have Transaction has been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target MDA or the MDA Selling Subsidiaries are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder Transaction or to consummate the transactions contemplated hereby or thereby Transaction, other than the approval of the Target Shareholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this AgreementMDA Shareholders.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder Transaction has been or will be duly and validly executed and delivered by Target MDA and with respect to any other documents, the MDA Selling Subsidiaries, and constitutes or will constitute its legal, valid and binding obligation, enforceable against it each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' creditors rights generally, and by general principles of equity.
(c) The board of directors of Target MDA at a meeting duly called and held has determined by the unanimous approval of all directors voting (A) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, Transaction are fair to MDA and the Target Securityholders MDA Shareholders and are in the best interests of Target and MDA, (B) to recommend that the Target MDA Shareholders vote in favour of the Arrangement Special Resolution.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder Transaction by Target MDA or any of the other MDA Selling Subsidiaries, as applicable, nor the performance by it each of its them of their respective obligations hereunder and thereunder and the completion of the transactions contemplated hereby, Transaction will:
(i) conflict with, or violate any provision of, the constating documents of Target MDA or any of its the MDA Selling Subsidiaries or Information Systems Subsidiaries;
(ii) subject to any and all required the consents, waivers, approvals, orders, authorizations, registrations, declarations declarations, rulings, notices, certificates or filings referred to in Section 4.4 being made or obtained, violate or breach any Laws applicable to Target or MDA, any of its the MDA Selling Subsidiaries or Information Systems Subsidiaries;
(iii) subject to any and all required the consents, waivers, approvals, orders, authorizations, registrations, declarations declarations, rulings, notices, certificates or filings referred to in Section 4.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, grant, authorization, variance, exemption, consent, certificate, approval, order, concession, easement or other instrument to which Target MDA, any of the MDA Selling Subsidiaries or any of its the Information Systems Subsidiaries is a party or by which Target MDA, any of the MDA Selling Subsidiaries or any of its the Information Systems Subsidiaries or its or their respective property is bound or subject; or
(iv) except as disclosed in Section 4.3(d)(iv) of the MDA Disclosure Letter, result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person Person the right to acquire any of Target's assets the Purchased Shares or the assets of any of its the MDA Selling Subsidiaries or any of the Information Systems Subsidiaries, or restrict, hinder, impair or limit the ability of Target any of the MDA Selling Subsidiaries or any of its the Information Systems Subsidiaries to carry on their respective businesses as and where they are now being carried on or as contemplated to be carried on as disclosed by Target on; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect or materially impair the ability of MDA or any of the MDA Selling Subsidiaries to Crosshairperform their respective obligations hereunder or prevent or materially delay the consummation of the Transaction.
(e) The only vote of holders of securities of MDA necessary to approve the Transaction is the adoption of the Special Resolution. There are no shareholders agreements, voting trusts, proxies or similar agreements, arrangements or commitments to which MDA or any of its Subsidiaries is a party or, to the knowledge of MDA, with respect to any shares or other equity interests of MDA or any of its Subsidiaries or any other Contract relating to voting with respect to any equity securities of MDA.
Appears in 1 contract
Authority and No Conflicts. (a) Target Geovic has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's the Geovic Shareholders, the TSXV Geovic Optionholders and the Geovic Warrantholders and the Court as provided in this Agreement with respect to the Plan Scheme of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target Geovic and the consummation by Target Geovic of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target Geovic are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby thereby, other than than, with respect to the completion of the Scheme of Arrangement, the approval of the Target Shareholders Geovic Shareholders, the Geovic Optionholders and the Geovic Warrantholders and the Court as provided in this Agreement and the filing of such corporate documents under the BCBCA Companies Law as are provided for in this Agreement.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Target Geovic and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' ’ rights generally, and by general principles of equity.
(c) The board of directors of Target Geovic at a meeting duly called and held has determined by the unanimous approval of all directors (A) voting that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Securityholders and are in the best interests of Target Geovic, and (B) has resolved to recommend that the Target Geovic Shareholders, the Geovic Optionholders and the Geovic Warrantholders vote for the Geovic Shareholders vote in favour of the Arrangement Resolution, the Geovic Optionholders Arrangement Resolution and the Geovic Warrantholders Arrangement Resolution, respectively.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target Geovic nor the performance by it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Target Geovic or any of its SubsidiariesGeocam;
(ii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate or breach any Laws applicable to Target Geovic or any of its SubsidiariesGeocam;
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target Geovic or any of its Subsidiaries Geocam is a party or by which Target Geovic or any of its Subsidiaries or its Geocam or their respective property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Target's Geovic’s assets or the assets of any of its SubsidiariesGeocam, or restrict, hinder, impair or limit the ability of Target Geovic, or any of its Subsidiaries Geocam to carry on their respective businesses as and where they are now being carried on or as contemplated to be carried on as disclosed by Target Geovic to Crosshairthe other parties except in the case of clauses 4.3(d)(ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Geovic or materially impair the ability of Geovic to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Authority and No Conflicts. (a) Target Terasen has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of TargetTerasen's Shareholders, the TSXV Securityholders and the Court as provided in this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target Terasen and the consummation by Target Terasen of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target Terasen are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than, with respect to the Terasen Rights Plan Waiver Resolution, approval of the holders of Terasen Common Shares (other than TMHL in respect of the Reciprocal Shares) and with respect to the completion of the Arrangement, the approval of the Target Shareholders Terasen Securityholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Target Terasen and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.
(c) The board of directors of Target Terasen at a meeting duly called and held has determined by the unanimous approval of all directors voting (A) that this Agreement and the transactions contemplated hereby and the Arrangement ResolutionTerasen Resolutions, are fair to the Target Terasen Securityholders and are in the best interests of Target and Terasen, (B) to recommend that the Target Shareholders Terasen Securityholders vote in favour of the Arrangement ResolutionTerasen Resolutions, and (C) to extend, effective from the time this Agreement is executed, the "Separation Time" (as defined in the Terasen Rights Plan) as it relates to this Agreement and the transactions contemplated hereby, including the Arrangement, to a time which is the earlier of the Effective Time and the date upon which this Agreement is terminated in accordance with the terms of this Agreement.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target Terasen nor the performance by it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Target Terasen or any of its Subsidiariessubsidiaries or Partially Owned Entities;
(ii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or breach any Laws applicable to Target or Terasen, any of its SubsidiariesMaterial Subsidiaries or, to the knowledge of Terasen, any of its Partially Owned Entities;
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target Terasen or any of its Material Subsidiaries or, to the knowledge of Terasen, any of its Partially Owned Entities is a party or by which Target Terasen or any of its Material Subsidiaries or, to the knowledge of Terasen, any of its Partially Owned Entities or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of TargetTerasen's assets or the assets of any of its Subsidiariessubsidiaries or, to the knowledge of Terasen, any of its Partially Owned Entities, or restrict, hinder, impair or limit the ability of Target Terasen, or any of its Subsidiaries subsidiaries or, to the knowledge of Terasen, any of its Partially Owned Entities to carry on their respective businesses as and where they are now being carried on or as contemplated to be carried on as disclosed by Target Terasen to CrosshairKinder; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Terasen or materially impair the ability of Terasen to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Authority and No Conflicts. (a) Target Westcoast has all requisite corporate power and authority to execute and deliver enter into this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of TargetWestcoast's Shareholders, the TSXV Securityholders and the Court as provided in this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target Westcoast and the consummation by Target Westcoast of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target Westcoast are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than than, with respect to the Westcoast Rights Plan Waiver Resolution, approval of the holders of Westcoast Common Shares and with respect to the completion of the Arrangement, the approval of the Target Shareholders Westcoast Securityholders and the Court and the filing of such corporate documents under the BCBCA CBCA as are provided for in this Agreement.
(b) Each of this This Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Target Westcoast and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.
(c) The board Board of directors Directors of Target Westcoast at a meeting duly called and held has determined by the unanimous approval of all directors voting (A) that this Agreement and the transactions contemplated hereby hereby, including the Arrangement and the Arrangement Westcoast Rights Plan Waiver Resolution, are fair to the Target Westcoast Securityholders and are in the best interests of Target Westcoast and (B) to recommend that the Target Shareholders Westcoast Securityholders vote in favour of the Arrangement and the Westcoast Rights Plan Waiver Resolution.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target Westcoast nor the performance by it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating governing documents of Target Westcoast or any of its Subsidiariessubsidiaries or Partially Owned Entities;
(ii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or breach any Laws applicable to Target or Westcoast, any of its Subsidiariessubsidiaries or, to the knowledge of Westcoast, any of its Partially Owned Entities;
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target Westcoast or any of its Subsidiaries subsidiaries or, to the knowledge of Westcoast, any of its Partially Owned Entities is a party or by which Target Westcoast or any of its Subsidiaries subsidiaries or, to the knowledge of Westcoast, any of its Partially Owned Entities or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien lien upon or require the sale or give any person the right to acquire any of TargetWestcoast's assets or the assets of any of its Subsidiariessubsidiaries or, to the knowledge of Westcoast, any of its Partially Owned Entities, or restrict, hinder, impair or limit the ability of Target Westcoast, or any of its Subsidiaries subsidiaries or, to the knowledge of Westcoast, any of its Partially Owned Entities to carry on their respective businesses the business of Westcoast, any of its subsidiaries or any of its Partially Owned Entities as and where they are it is now being carried on; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Westcoast or as materially impair the ability of Westcoast to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated to be carried on as disclosed by Target to Crosshairhereby.
Appears in 1 contract
Authority and No Conflicts. (a) Target UNE has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of TargetUNE's Shareholders, the TSXV and the Court as provided in this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target UNE and the consummation by Target UNE of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target UNE are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than the approval of the Target UNE Shareholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Target UNE and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.
(c) The board of directors of Target UNE has determined by the unanimous approval of all directors (A) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Securityholders UNE Shareholders and are in the best interests of Target UNE and (B) to recommend that the Target UNE Shareholders vote in favour of the Arrangement Resolution.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target UNE nor the performance by it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Target UNE or any of its Subsidiaries;
(ii) subject to any and all required consents, approvals, orders, authorizations, registrations, declarations or filings being made or obtained, violate or breach any Laws applicable to Target UNE or any of its Subsidiaries;
(iii) subject to any and all required consentsconsents (including the required consent of Huntington), approvals, orders, authorizations, registrations, declarations or filings being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target UNE or any of its Subsidiaries is a party or by which Target UNE or any of its Subsidiaries or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of TargetUNE's assets or the assets of any of its Subsidiaries, or restrict, hinder, impair or limit the ability of Target UNE or any of its Subsidiaries to carry on their respective businesses as and where they are now being carried on or as contemplated to be carried on as disclosed by Target UNE to CrosshairAltima.
Appears in 1 contract
Authority and No Conflicts. (a) Target Each of the Kinder Parties has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's Shareholders, the TSXV and the Court as provided in this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target the Kinder Parties and the consummation by Target the Kinder Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target the Kinder Parties are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than thereby. No approval by the approval holders of Kinder Common Shares of the Target Shareholders transactions contemplated hereby is necessary to authorize the execution, delivery or performance of this Agreement or any of the other documents related to the transactions contemplated hereunder or the consummation of the transactions contemplated hereby and the Court and the filing of no such corporate documents under the BCBCA as are provided for in this Agreementapproval will be sought by Kinder.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or and will be duly and validly executed and delivered by Target the Kinder Parties and constitutes or and will constitute its a legal, valid and binding obligationobligation of each of the Kinder Parties, enforceable against it each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.
(c) The board of directors of Target Kinder at a meeting duly called and held has unanimously determined by the unanimous approval of all directors (A) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Securityholders and are in the best interests of Target Kinder and (B) to recommend that the Target Shareholders vote in favour holders of the Arrangement ResolutionKinder Common Shares.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target the Kinder Parties nor the performance by it each of its them of their obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Target Kinder or any of its SubsidiariesMaterial Subsidiaries or Partially Owned Entities;
(ii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate or breach any Laws applicable to Target or Kinder, any of its SubsidiariesMaterial Subsidiaries or, to the knowledge of Kinder, any of its Partially Owned Entities;
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target or Kinder, any of its Material Subsidiaries or, to the knowledge of Kinder, any of its Partially Owned Entities is a party or by which Target Kinder or any of its Material Subsidiaries or, to the knowledge of Kinder, any of its Partially Owned Entities or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of TargetKinder's assets or the assets of any of its SubsidiariesMaterial Subsidiaries or, to the knowledge of Kinder, any of its Partially Owned Entities or restrict, hinder, impair or limit the ability of Target Kinder, or any of its Material Subsidiaries or, to the knowledge of Kinder, any of its Partially Owned Entities to carry on their respective businesses as and where they are now being carried on or as contemplated to be carried on as disclosed by Target Kinder to CrosshairTerasen; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Kinder or materially impair the ability of Kinder to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Authority and No Conflicts. (a) Target Continental has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's Shareholders, the TSXV Continental Securityholders and the Court as provided in this Agreement with respect to the Plan of ArrangementAgreement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target Continental and the consummation by Target Continental of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target Continental are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than the approval of the Target Shareholders Continental Securityholders in accordance with the BCBCA, the rules of the TSXV and MI 61-101 and the approval of the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Target Continental and constitutes or or, when executed, will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.
(c) The board of directors of Target Continental at a meeting duly called and held has determined by the unanimous approval of all directors present except such directors who are designates of Jinchuan (Ai) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Continental Securityholders and are in the best interests of Target Continental, and (Bii) to recommend that the Target Shareholders Continental Securityholders vote in favour of the Arrangement Resolution.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target Continental nor the performance by it Continental of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Target Continental or any of its Subsidiaries;
(ii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or breach any Laws applicable to Target or Continental, any of its Subsidiaries;
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target Continental or any of its Subsidiaries is a party or by which Target Continental or any of its Subsidiaries or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of TargetContinental's assets or the assets of any of its Subsidiaries, or restrict, hinder, impair or limit the ability of Target Continental or any of its Subsidiaries to carry on their respective businesses as and where they are now being carried on or as contemplated to be carried on as disclosed by Target Continental to CrosshairJinchuan.
Appears in 1 contract
Authority and No Conflicts. (a) Target Westcoast has all requisite corporate power and authority to execute and deliver enter into this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of TargetWestcoast's Shareholders, the TSXV Securityholders and the Court as provided in this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target Westcoast and the consummation by Target Westcoast of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target Westcoast are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than than, with respect to the Westcoast Rights Plan Waiver Resolution, approval of the holders of Westcoast Common Shares and with respect to the completion of the Arrangement, the approval of the Target Shareholders Westcoast Securityholders and the Court and the filing of such corporate documents under the BCBCA CBCA as are provided for in this Agreement.
(b) Each of this This Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Target Westcoast and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.
(c) The board Board of directors Directors of Target Westcoast at a meeting duly called and held has determined by the unanimous approval of all directors voting (A) that this Agreement and the transactions contemplated hereby hereby, including the Arrangement and the Arrangement Westcoast Rights Plan Waiver Resolution, are fair to the Target Westcoast Securityholders and are in the best interests of Target Westcoast and (B) to recommend that the Target Shareholders Westcoast Securityholders vote in favour of the Arrangement and the Westcoast Rights Plan Waiver Resolution.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target Westcoast nor the performance by it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating governing documents of Target Westcoast or any of its Subsidiariessubsidiaries or Partially Owned Entities;
(ii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or AMENDED AND RESTATED COMBINATION AGREEMENT 17 breach any Laws applicable to Target or Westcoast, any of its Subsidiariessubsidiaries or, to the knowledge of Westcoast, any of its Partially Owned Entities;
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target Westcoast or any of its Subsidiaries subsidiaries or, to the knowledge of Westcoast, any of its Partially Owned Entities is a party or by which Target Westcoast or any of its Subsidiaries subsidiaries or, to the knowledge of Westcoast, any of its Partially Owned Entities or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien lien upon or require the sale or give any person the right to acquire any of TargetWestcoast's assets or the assets of any of its Subsidiariessubsidiaries or, to the knowledge of Westcoast, any of its Partially Owned Entities, or restrict, hinder, impair or limit the ability of Target Westcoast, or any of its Subsidiaries subsidiaries or, to the knowledge of Westcoast, any of its Partially Owned Entities to carry on their respective businesses the business of Westcoast, any of its subsidiaries or any of its Partially Owned Entities as and where they are it is now being carried on; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Westcoast or as materially impair the ability of Westcoast to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated to be carried on as disclosed by Target to Crosshairhereby.
Appears in 1 contract
Authority and No Conflicts. (a) Target Tarsis has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's Shareholders, the TSXV and the Court as provided in this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target Tarsis and the consummation by Target Tarsis of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target Tarsis are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than thereby. No approval by the approval holders of Tarsis Shares of the Target Shareholders transactions contemplated hereby is necessary to authorize the execution, delivery or performance of this Agreement or any of the other documents related to the transactions contemplated hereunder or the consummation of the transactions contemplated hereby and the Court and the filing of no such corporate documents under the BCBCA as are provided for in this Agreementapproval will be sought by Tarsis.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or and will be duly and validly executed and delivered by Target Tarsis and constitutes or and will constitute its a legal, valid and binding obligationobligation of Tarsis, enforceable against it Tarsis in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Applicable Laws affecting creditors' ’ rights generally, and by general principles of equity.
(c) The board of directors of Target has determined by the unanimous approval of all directors (A) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Securityholders and are in the best interests of Target and (B) to recommend that the Target Shareholders vote in favour of the Arrangement Resolution.
(d) Neither the execution and delivery of this Agreement and all or any other documents related to the transactions contemplated hereunder by Target Tarsis nor the performance by it Tarsis of its the obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:
(i) conflict with, or violate any provision of, the constating documents of Target Tarsis or any of its Subsidiaries;
(ii) subject to any receipt of the Appropriate Regulatory Approvals listed in Schedule A and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate or breach any Laws Applicable Laws, judgment, order or decree applicable to Target Tarsis or any of its Subsidiaries;
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify modify, suspend or call any obligations or rights under any credit agreement, contract, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Target Tarsis or any of its Subsidiaries is a party or by which Target Tarsis or any of its Subsidiaries or its or their property is bound or subject; or
(iv) result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Target's Tarsis’ assets or the assets of any of its Subsidiaries, Subsidiaries or restrict, hinder, impair or limit the ability of Target Tarsis, or any of its Subsidiaries to carry on their respective businesses as and where they are now being being, or are planned to be, carried on; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Tarsis or as materially impair the ability of Tarsis to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated to be carried on as disclosed by Target to Crosshairhereby.
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Authority and No Conflicts. (a) Target Each of GSK and Parent has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's Shareholders, the TSXV and the Court as provided in this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Target GSK and Parent and the consummation by Target GSK and Parent of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Target either GSK or Parent are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than the approval of the Target Shareholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreementthereby.
(b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Target each of GSK and Parent and constitutes or will constitute its a legal, valid and binding obligationobligation of each of GSK and Parent, enforceable against it each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' ’ rights generally, and by general principles of equity.
(c) The board of directors of Target has determined by the unanimous approval of all directors (A) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Securityholders and are in the best interests of Target and (B) to recommend that the Target Shareholders vote in favour of the Arrangement Resolution.
(d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Target GSK and Parent nor the performance by it each of its them of their obligations hereunder and thereunder and the completion of the transactions contemplated hereby, willshall:
(i) conflict with, or violate any provision of, the constating documents of Target GSK or any of its SubsidiariesParent;
(ii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.3 being made or obtained, and all filings and obligations described in Section 4.3 being made, violate or breach any Laws applicable to Target GSK or any of its Subsidiaries;Parent; or
(iii) subject to any and all required the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.3 being made or obtained, and all filings and obligations described in Section 4.3 being made, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement agreement or other instrument to which Target either GSK or any of its Subsidiaries Parent is a party or by which Target either GSK or any of its Subsidiaries or its or their property Parent is bound or subject; or
(iv) result except in the imposition case of Sections 4.2(c) (ii) and (iii) for any encumbrancesuch conflicts, charge violations, breaches, defaults or Lien upon other occurrences that would not have, individually or require in the sale aggregate, a material adverse effect on GSK or give any person Parent or materially impair the right ability of either GSK or Parent to acquire any of Target's assets perform their obligations hereunder or prevent or materially delay the assets consummation of any of its Subsidiaries, or restrict, hinder, impair or limit the ability of Target or any of its Subsidiaries to carry on their respective businesses as and where they are now being carried on or as transactions contemplated to be carried on as disclosed by Target to Crosshairhereby.
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