Covenants of the Purchaser Relating to the Arrangement Clause Samples
This clause outlines the specific promises and obligations that the purchaser must fulfill in connection with the arrangement or transaction. It typically requires the purchaser to take certain actions, such as obtaining necessary approvals, providing information, or refraining from activities that could hinder the completion of the deal. By clearly defining these responsibilities, the clause ensures that the purchaser actively supports the successful execution of the arrangement and helps prevent delays or failures caused by inaction or non-compliance.
Covenants of the Purchaser Relating to the Arrangement. (a) Subject to the terms and conditions of this Agreement, the Purchaser shall perform all obligations required to be performed by it under this Agreement, cooperate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Purchaser shall (other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.5):
(i) use its commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;
(ii) use commercially reasonable efforts to effect all necessary registrations, filings and submission of information required by Governmental Entities from it relating to the Arrangement;
(iii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;
(iv) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement; and
(v) obtain conditional approval of the listing and posting for trading of the Arrangement Consideration Shares on the TSX (subject only to customary conditions) and the NYSE (subject only to official notice of issuance).
(b) The Purchaser shall promptly notify the Company of:
(i) any Purchaser Material Adverse Effect after the date hereof;
(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;
(iii) other than in connection with the Regul...
Covenants of the Purchaser Relating to the Arrangement. The Purchaser shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by the Purchaser or any Subsidiary of the Purchaser under this Agreement, co-operate with CRH in connection therewith, and do all such other acts and things as may be necessary in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing or the obligations in Section
Covenants of the Purchaser Relating to the Arrangement. (1) The Purchaser covenants and agrees that, except with the consent of the Company, such consent not to be unreasonably withheld, the Purchaser will:
(a) not commence to undertake a substantial or unusual expansion of its business facilities or an expansion that is out of the ordinary course of business consistent with prior practice;
(b) other than as contemplated by this Agreement, not split, combine or reclassify any of its outstanding shares, nor declare or pay any dividends on or make any other distributions (in either case, in stock or property) on or in respect of its outstanding shares;
(c) other than as contemplated by this Agreement, not amend its bylaws or articles or other constating documents;
(d) not adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser;
(e) other than as contemplated by this Agreement, not to issue any Purchaser Shares or securities convertible into Purchaser Shares;
(f) not acquire or agree to acquire any of its outstanding shares or other securities;
(g) not reorganize, amalgamate or merge with any other person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing substantially all of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof;
(h) not settle or compromise any claim brought by any present, former or purported holder of any of its securities in connection with the transactions contemplated by this Agreement or the Arrangement;
(i) not enter into any material contract, agreement, license, franchise, lease transaction, commitment or other right or obligation;
(j) not incur any debt or liability or make any payments outside of the ordinary course of business;
(k) not take any action that would reasonably be expect to prevent or significantly impede the Arrangement; and
(l) promptly advise the Company orally and, if then requested, in writing, with the full particulars of any:
(i) event occurring subsequent to the date of this Agreement that would render any representation or warranty of the Purchaser contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the date of this Agreement), if made on or as of the date of such event or the Effective Date, untrue or inaccurate in any material respect;
(ii) Material Adverse Change in respect of the Purchaser; and
(iii) breach by the Purchaser of any coven...
Covenants of the Purchaser Relating to the Arrangement. (1) The Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser shall:
(a) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it;
(b) use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;