Closing and Payment. (a) Delivery of each Seller’s interest in such applicable Purchased Notes and Purchased Warrants shall be made to the Purchaser concurrently with the execution of this Agreement. The Purchase Price will be satisfied by (i) the Purchaser’s transfer of the number of shares of common stock of Tilray as set forth on Schedule III (the “Consideration Shares”) and (ii) a cash payment equal to the cash consideration set forth on Schedule III (the “Cash Consideration”) to the applicable Seller by wire transfer identified on Schedule IV in immediately available funds, as applicable, in accordance with Section 2(b) below. (b) Payment in the form of Cash Consideration shall be made on the date hereof, or such later date as the parties shall mutually agree (such date being herein called the “Settlement Date”). Payment in the form of Consideration Shares shall be made within five business days following the date on which Tilray’s shareholders approve (such date, the “Approval Date”) an increase in the number of authorized shares of common stock of Tilray in an amount sufficient to issue the Consideration Shares and an amount reasonably expected to be sufficient to issue the Top-Up Shares (as mutually agreed with the Sellers) (such date being herein called the “Consideration Shares Payment Date”); provided, however, that, if the Approval Date has not occurred by the close of NASDAQ market trading on December 1, 2021, the Sellers may, by providing written notice to the Purchaser, elect to receive an amount in cash equal to the aggregate Closing Date Share Consideration Amount in lieu of the Consideration Shares, such cash payment to be made by Purchaser to each Seller ratably in accordance with Schedule III by the applicable wire transfer identified on Schedule IV in immediately available funds on the date that is no later than the third business day following Purchaser’s receipt of such election from the Sellers. (c) Tilray shall file with the United States Securities and Exchange Commission, in its sole discretion, either a prospectus supplement under Rule 424(b) to its current Registration Statement on Form S-3 (333-233703) or a new resale registration statement on Form S-3 (in either case, the “Registration Statement”) to register the resale by Sellers of the Consideration Shares and any reasonably expected Top-Up Shares (as mutually agreed with the Sellers), if any, within five business days following the Approval Date (the date on which the prospectus supplement is filed or the Registration Statement becomes effective, as applicable, the “Registration Effective Date”). In connection therewith, Tilray and the Sellers agrees to comply with their respective obligations set forth in Exhibit A attached hereto. (d) Within three business days following the earlier of (i) the Registration Effective Date and (ii) December 1, 2021 (such earlier date, the “Measurement End Date”), in the event that the Share Price on the trading day immediately preceding the Announcement Date is greater than the Share Price on the trading day immediately preceding the Measurement End Date, provided that neither the Sellers nor any Affiliated Fund, as applicable, has Divested any Consideration Shares, the Purchaser shall deliver, or direct such delivery of, the Top-Up Shares to each Seller, ratably in accordance with Schedule III. For the avoidance of doubt, if the Consideration Shares have not been issued to the Sellers or the Affiliated Funds prior to December 1, 2021, neither the Sellers nor any Affiliated Fund will have any entitlement to Top-Up Shares and in no circumstances will any cash payment be made in lieu of the issuance of Top-Up Shares. (e) Following the Settlement Date, and in accordance with the MedMen SPA, the Note and the Warrants (including Section 3.3 of the Warrants), this Agreement, the Purchased Notes and the Purchased Warrants will be delivered by the Sellers to the Company, and in accordance with Section 11.9 and Schedule 7.20 of the MedMen SPA the Company will execute and deliver a Note or Notes of the same type as the Purchased Notes and a Warrant or Warrants of the same type as the Purchased Warrants to each of the Sellers and the Purchasers in their respective names evidencing the Obligations held by each following the assignment of the Purchased Notes and Purchased Warrants hereunder.
Appears in 1 contract
Closing and Payment. (a) Delivery of each Seller’s interest in such applicable Purchased Notes and Purchased Warrants shall be made to the Purchaser concurrently with the execution of this Agreement. The Purchase Price will be satisfied by (i) the Purchaser’s transfer of the number of shares of common stock of Tilray as set forth on Schedule III (the “Consideration Shares”) and (ii) a cash payment equal to the cash consideration set forth on Schedule III (the “Cash Consideration”) to the applicable Seller by wire transfer identified on Schedule IV in immediately available funds, as applicable, in accordance with Section 2(b) below.
(b) Payment in the form of Cash Consideration shall be made on the date hereof, or such later date as the parties shall mutually agree (such date being herein called the “Settlement Date”). Payment in the form of Consideration Shares shall be made within five business days following the date on which Tilray’s shareholders approve (such date, the “Approval Date”) an increase in the number of authorized shares of common stock of Tilray in an amount sufficient to issue the Consideration Shares and an amount reasonably expected to be sufficient to issue the Top-Up Shares (as mutually agreed with the Sellers) (such date being herein called the “Consideration Shares Payment Date”); provided, however, that, if the Approval Date has not occurred by the close of NASDAQ market trading on December 1, 2021, the Sellers may, by providing written notice to the Purchaser, elect to receive an amount in cash equal to the aggregate Closing Date Share Consideration Amount in lieu of the Consideration Shares, such cash payment to be made by Purchaser to each Seller ratably in accordance with Schedule III by the applicable wire transfer identified on Schedule IV in immediately available funds on the date that is no later than the third business day following Purchaser’s receipt of such election from the Sellers.
(c) Tilray shall file with the United States Securities and Exchange Commission, in its sole discretion, either a prospectus supplement under Rule 424(b) to its current Registration Statement on Form S-3 (333-233703) or a new resale registration statement on Form S-3 (in either case, the “Registration Statement”) to register the resale by Sellers of the Consideration Shares and any reasonably expected Top-Up Shares (as mutually agreed with the Sellers), if any, within five business days following the Approval Date (the date on which the prospectus supplement is filed or the Registration Statement becomes effective, as applicable, the “Registration Effective Date”). In connection therewith, Tilray and the Sellers agrees to comply with their respective obligations set forth in Exhibit A attached hereto.
(d) Within three business days following the earlier of (i) the Registration Effective Date and (ii) December 1, 2021 (such earlier date, the “Measurement End Date”), in the event that the Share Price on the trading day immediately preceding the Announcement Date is greater than the Share Price on the trading day immediately preceding the Measurement End Date, provided that neither the Sellers GGP nor any Affiliated Fund, as applicable, has Divested any Consideration Shares, the Purchaser shall deliver, or direct such delivery of, the Top-Up Shares to each Seller, ratably in accordance with Schedule III. For the avoidance of doubt, if the Consideration Shares have not been issued to the Sellers or GGP and the Affiliated Funds prior to December 1, 2021, neither the Sellers GGP nor any Affiliated Fund will have any entitlement to Top-Up Shares and in no circumstances will any cash payment be made in lieu of the issuance of Top-Up Shares.
(e) Following the Settlement Date, and in accordance with the MedMen SPA, the Note and the Warrants (including Section 3.3 of the Warrants), this Agreement, the Purchased Notes and the Purchased Warrants will be delivered by the Sellers to the Company, and in accordance with Section 11.9 and Schedule 7.20 of the MedMen SPA the Company will execute and deliver a Note or Notes of the same type as the Purchased Notes and a Warrant or Warrants of the same type as the Purchased Warrants to each of the Sellers and the Purchasers in their respective names evidencing the Obligations held by each following the assignment of the Purchased Notes and Purchased Warrants hereunder.
Appears in 1 contract
Closing and Payment. If there shall have not been validly tendered and not validly withdrawn that number of shares of Company Common Stock which, when added to the shares of Company Common Stock owned by Parent and its affiliates, would represent at least ninety percent (a90%) Delivery of each Seller’s interest in such applicable Purchased Notes and Purchased Warrants the shares of Company Common Stock outstanding on the Offer Closing Date, Acquisition Sub shall be made deemed to have exercised the Purchaser concurrently with Top-Up Option on the execution of this Agreement. The Purchase Price will be satisfied by (i) Offer Closing Date and on such date shall give the Purchaser’s transfer of Company written notice specifying the number of shares of common stock Company Common Stock directly or indirectly owned by Parent and its subsidiaries at the time of Tilray as set forth on Schedule III such notice (the “Consideration Shares”) and (ii) a cash payment equal giving effect to the cash consideration set forth on Schedule III (the “Cash Consideration”) to the applicable Seller by wire transfer identified on Schedule IV in immediately available fundsOffer Closing). The Company shall, as applicablesoon as practicable following receipt of such notice (and in no event later than the Offer Closing Date), in accordance with Section 2(b) below.
(b) Payment in the form of Cash Consideration shall be made deliver written notice to Acquisition Sub specifying, based on the date hereofinformation provided by Acquisition Sub in its notice, or such later date as the parties shall mutually agree (such date being herein called the “Settlement Date”). Payment in the form of Consideration Shares shall be made within five business days following the date on which Tilray’s shareholders approve (such date, the “Approval Date”) an increase in the number of authorized shares Top-Up Option Shares. At the closing of common stock the purchase of Tilray in an amount sufficient to issue the Consideration Shares and an amount reasonably expected to be sufficient to issue the Top-Up Option Shares (as mutually agreed with the Sellers) (such date being herein called the “Consideration Shares Payment DateTop-Up Closing”); provided, howeverwhich shall take place at the location specified in Section 2.6 and, thatto the extent such Top-Up Closing occurs, if shall take place immediately following the Approval Date has not occurred by Offer Closing and immediately prior to the close of NASDAQ market trading on December 1, 2021Merger Closing, the Sellers maypurchase price owed by Acquisition Sub to the Company therefor shall be paid to the Company, at Acquisition Sub’s option, (i) in cash, by providing written notice wire transfer of same-day funds, or (ii) by (x) paying in cash, by wire transfer of same-day funds, an amount equal to not less than the aggregate par value of the Top-Up Option Shares and (y) executing and delivering to the Purchaser, elect to receive an Company a promissory note having a principal amount in cash equal to the aggregate Closing Date Share Consideration Amount in lieu of the Consideration Shares, such cash payment purchase price pursuant to be made by Purchaser to each Seller ratably in accordance with Schedule III by the applicable wire transfer identified on Schedule IV in immediately available funds on the date that is no later than the third business day following Purchaser’s receipt of such election from the Sellers.
(c) Tilray shall file with the United States Securities and Exchange Commission, in its sole discretion, either a prospectus supplement under Rule 424(b) to its current Registration Statement on Form S-3 (333-233703) or a new resale registration statement on Form S-3 (in either case, the “Registration Statement”) to register the resale by Sellers of the Consideration Shares and any reasonably expected Top-Up Shares (as mutually agreed with the Sellers), if any, within five business days following the Approval Date (the date on which the prospectus supplement is filed or the Registration Statement becomes effective, as applicable, the “Registration Effective Date”). In connection therewith, Tilray and the Sellers agrees to comply with their respective obligations set forth in Exhibit A attached hereto.
(d) Within three business days following the earlier of (i) the Registration Effective Date and (ii) December 1, 2021 (such earlier date, the “Measurement End Date”), in the event that the Share Price on the trading day immediately preceding the Announcement Date is greater than the Share Price on the trading day immediately preceding the Measurement End Date, provided that neither the Sellers nor any Affiliated Fund, as applicable, has Divested any Consideration Shares, the Purchaser shall deliver, or direct such delivery of, the Top-Up Shares to each Seller, ratably Option less the amount paid in accordance with Schedule III. For the avoidance of doubt, if the Consideration Shares have not been issued cash pursuant to the Sellers or preceding clause (x) (the Affiliated Funds prior to December 1, 2021, neither “Promissory Note”). The Promissory Note (i) shall be due on the Sellers nor any Affiliated Fund will have any entitlement to first (1st) anniversary of the Top-Up Shares Closing, (ii) shall bear simple interest of five percent (5%) per annum, (iii) shall be full recourse to Parent and Acquisition Sub, (iv) may be prepaid, in whole or in part, at any time without premium or penalty, and (v) shall have no circumstances will any cash payment be made in lieu of other material terms. At the issuance of Top-Up Closing, the Company shall cause to be issued to Acquisition Sub a certificate representing the Top-Up Option Shares.
(e) Following the Settlement Date, and in accordance with the MedMen SPA, the Note and the Warrants (including Section 3.3 of the Warrants), this Agreement, the Purchased Notes and the Purchased Warrants will be delivered by the Sellers to the Company, and in accordance with Section 11.9 and Schedule 7.20 of the MedMen SPA the Company will execute and deliver a Note or Notes of the same type as the Purchased Notes and a Warrant or Warrants of the same type as the Purchased Warrants to each of the Sellers and the Purchasers in their respective names evidencing the Obligations held by each following the assignment of the Purchased Notes and Purchased Warrants hereunder.
Appears in 1 contract
Closing and Payment. The closing of the Non-Initiating Member’s purchase of all of the Sale Projects (athe “Closing”) Delivery of each Seller’s interest in such applicable Purchased Notes and Purchased Warrants shall be made held at the principal office of Investor (or at such other location as shall be reasonably agreed upon by the Members) on a business day (the “Closing Date”) selected by the Non-Initiating Member, which Closing Date shall not be more than forty-five (45) days after the date on which the Non-Initiating Member notified the Initiating Member of the Non-Initiating Member’s election to acquire all of the Purchaser concurrently with Sale Projects for the execution of this AgreementOffer Price. The Purchase Price will be satisfied by At the Closing, the following shall occur:
(i) the Purchaser’s transfer of the number of shares of common stock of Tilray as set forth on Schedule III (the “Consideration Shares”) and (ii) a cash payment The Non-Initiating Member shall deliver an amount equal to the cash consideration set forth on Schedule III (excess of the “Cash Consideration”) Offer Price over the Deposit then being held by the Escrow Holder, and the Non-Initiating Member shall cause the Escrow Holder to deliver the applicable Seller Deposit, all by wire transfer identified on Schedule IV cashier’s check or in immediately available funds, as applicable, in accordance with Section 2(b) belowto the Company.
(bii) Payment in The Non-Initiating Member shall receive credit toward the form Offer Price for the outstanding principal balance of Cash Consideration shall be made on any Existing Loan assumed by the date hereof, or such later date as the parties shall mutually agree (such date being herein called the “Settlement Date”). Payment in the form of Consideration Shares shall be made within five business days following the date on which Tilray’s shareholders approve (such dateNon-Initiating Member, the “Approval Date”) an increase in the number of authorized shares of common stock of Tilray in an amount sufficient to issue the Consideration Shares Non-Initiating Member shall pay all assumption fees and an amount reasonably expected to be sufficient to issue the Top-Up Shares (as mutually agreed other costs associated with the Sellers) (such date being herein called assumption of any Existing Loans by the “Consideration Shares Payment Date”)Non-Initiating Member, and the Non-Initiating Member shall pay all Defeasance Costs in connection with any Existing Loans not assumed by the Non-Initiating Member; provided, however, that, if the Approval Date has Initiating Notice given under Section 11.01(a) does not occurred by require the close of NASDAQ market trading on December 1purchaser to assume the Existing Loans, 2021, then the Sellers may, by providing written notice to the Purchaser, elect to receive an amount in cash equal to the aggregate Closing Date Share Consideration Amount in lieu of the Consideration Shares, Initiating Member shall pay all such cash payment to be made by Purchaser to each Seller ratably in accordance with Schedule III by the applicable wire transfer identified on Schedule IV in immediately available funds on the date that is no later than the third business day following Purchaser’s receipt of such election from the SellersDefeasance Costs.
(ciii) Tilray The Company shall file with convey to the United States Securities and Exchange Commission, in its sole discretion, either a prospectus supplement under Rule 424(b) Non-Initiating Member title to its current Registration Statement on Form S-3 (333-233703) or a new resale registration statement on Form S-3 (in either case, the “Registration Statement”) to register the resale by Sellers all of the Consideration Shares and any reasonably expected Top-Up Shares (as mutually agreed with the Sellers), if any, within five business days following the Approval Date (the date on which the prospectus supplement is filed or the Registration Statement becomes effectiveSale Projects by executing and, as applicable, recording usual and customary real property conveyancing documentation, subject to all matters of record, with respect to Sale Projects consisting solely of real property. The Members shall cooperate to arrange for normal and customary real property title insurance to be issued to the “Registration Effective Date”)Non-Initiating Member at the Closing with respect to the Sale Projects consisting of real property, the cost thereof attributable to standard coverage to be paid by the Company and any cost associated with extended coverage desired by the Non-Initiating Member being paid by the Non-Initiating Member. In connection therewithaddition, Tilray customary Closing prorations and post Closing reconciliations shall be made as between the Company and the Sellers agrees Non-Initiating Member and other costs of the transaction shall be allocated between the Non-Initiating Member and the Company as would be customary between a buyer and seller of real property in the location of the Sale Projects. The Non-Initiating Member shall be entitled to comply with their respective obligations set forth designate any third party to acquire title to the Sale Projects provided that such designation shall not delay any transaction described in Exhibit A attached heretothis Article and shall not relieve the Non-Initiating Member of any duty, obligation or liability.
(div) Within three business days following The Members shall cooperate with each other to structure the earlier transfer in a tax and cost efficient manner, but only on the condition that neither Member nor the Company shall be obligated to incur any additional cost, expense or liability, or to take title to any property (except to the extent contemplated by other provisions of (ithis Section) the Registration Effective Date and (ii) December 1, 2021 (as a result of such earlier datecooperation, the “Measurement End Date”)requesting Member shall reimburse the other Member for such other Member’s reasonable costs and expenses, including without limitation, legal fees incurred in the event that the Share Price on the trading day immediately preceding the Announcement Date is greater than the Share Price on the trading day immediately preceding the Measurement End Date, provided that neither the Sellers nor any Affiliated Fund, as applicable, has Divested any Consideration Shares, the Purchaser shall deliver, or direct such delivery of, the Top-Up Shares to each Seller, ratably in accordance with Schedule III. For the avoidance of doubtreviewing and, if necessary, revising any documentation requested by the Consideration Shares have not been issued to the Sellers or the Affiliated Funds prior to December 1, 2021, neither the Sellers nor any Affiliated Fund will have any entitlement to Top-Up Shares and in no circumstances will any cash payment be made in lieu of the issuance of Top-Up Shares.
(e) Following the Settlement Daterequesting Member, and in accordance with such structuring shall not delay the MedMen SPA, the Note and the Warrants (including Section 3.3 of the Warrants), this Agreement, the Purchased Notes and the Purchased Warrants will be delivered by the Sellers to the Company, and in accordance with Section 11.9 and Schedule 7.20 of the MedMen SPA the Company will execute and deliver a Note or Notes of the same type as the Purchased Notes and a Warrant or Warrants of the same type as the Purchased Warrants to each of the Sellers and the Purchasers in their respective names evidencing the Obligations held by each following the assignment of the Purchased Notes and Purchased Warrants hereunderClosing.
Appears in 1 contract