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 Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or (iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the Arrangement. (c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 2 contracts
Sources: Arrangement Agreement (Rogers Communications Inc), Arrangement Agreement
Covenants of the Purchaser Relating to the Arrangement. (a) 6.6.1 Subject to the terms and conditions of this Agreement, the Purchaser shall perform all obligations required or desirable to be performed by it the Purchaser under this Agreement, cooperate with the Company Vendor in connection therewith, and do shall use its commercially reasonable efforts to perform 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 (shall:
6.6.1.1 other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.5):
(i) 6.4, use its commercially reasonable efforts, upon reasonable consultation with the CompanyVendor, to oppose, lift or rescind any Order injunction, restraining or other order, decree or ruling 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) 6.6.1.2 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) 6.6.1.3 other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 6.4, 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 ArrangementArrangement or the transactions contemplated by this Agreement, other than as permitted under this Agreement;
6.6.1.4 other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 6.4, use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Authorities from it relating to the Arrangement or the transactions contemplated by this Agreement as soon as reasonably practicable; and
6.6.1.5 to the extent the Purchaser intends to (vi) obtain conditional approval assign any of its rights or obligations under this Agreement to any other entity or entities, or (2) direct that any other entity or entities shall purchase, acquire or otherwise receive any of the listing and posting for trading Purchased Assets and/or assume any of the Arrangement Consideration Shares Assumed Liabilities from the Purchaser on the TSX (subject only Effective Date, the Purchaser shall, in either case, keep the Vendor fully informed of such intentions and shall cooperate in good faith with the Vendor and perform or cause to customary conditions) be done all acts and things, and execute and deliver or cause to be executed and delivered all agreements and documents as may be requested by Vendor, acting reasonably, to give effect to the Arrangement in light of such assignment or direction.
6.6.2 The Vendor will sell, convey, assign and transfer to the Purchaser, or to such other entity or entities as the Purchaser shall direct, and the NYSE (subject only Purchaser, or such other entity or entities as the Purchaser may direct, will purchase and acquire from the Vendor, free and clear of all Encumbrances except for Permitted Encumbrances, all of the Vendor’s right, title and interest in and to official notice of issuance)the Purchased Assets, in exchange for the Purchase Price and the assumption by the Purchaser, or such other entity or entities as the Purchaser may direct, the Assumed Liabilities, as contemplated by the Arrangement Agreement.
(b) 6.6.3 The Purchaser shall promptly notify the Company Vendor of:
(i) any Purchaser Material Adverse Effect after the date hereof;
(ii) 6.6.3.1 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 Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, 6.6.3.2 any notice or other communication from any Governmental Entity Authority in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the CompanyVendor); or;
(iv) 6.6.3.3 any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the Arrangement that is material, in each case to the extent that such filing, actions, suits, claims, investigations or proceedings would reasonably be expected to impair, impede, materially delay or prevent the Purchaser from performing its obligations under this Agreement; or
6.6.3.4 any suit, claim, action, proceeding or arbitration commenced or, to the Purchaser’s knowledge, threatened against, relating to or involving, or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated by this Agreement.
6.6.4 The Vendor’s receipt of information pursuant to Section 6.6.2 or otherwise shall not operate as a waiver (cincluding with respect to Article 9) The or otherwise diminish the scope of, or otherwise affect any representation, warranty or covenant made by the Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payablein this Agreement.
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement (SNDL Inc.)
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 or desirable to be performed by it the Purchaser under this Agreement, reasonably 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 transactions contemplated by this Agreement 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):shall:
(i) use its commercially reasonable effortsefforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law applicable to it with respect to this Agreement or the Arrangement, provided, however, that under no circumstances will the Purchaser be required to agree or consent to any increase in the Consideration except as otherwise provided for in this Agreement;
(ii) use commercially reasonable efforts to assist the Company to obtain and maintain all Regulatory Approvals, third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations referred to in 7.1(a)(ii);
(iii) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(iv) use commercially reasonable efforts to, 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 Arrangement, and defend, or cause to be defended, any proceedings 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 registrationsArrangement, 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 Arrangementtransactions contemplated hereby, including seeking to have any stay or temporary restraining Order entered by any Governmental Entity vacated or reserved, so as to enable the Effective Date to occur as soon as reasonably practicable (provided, that the Purchaser shall not consent to the entry of any judgment or settlement with respect to any such Proceeding without the prior written approval of the Company, not to be unreasonably withheld, conditioned or delayed);
(ivv) 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 Regulatory Approvals (which shall be governed transactions contemplated by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the ArrangementAgreement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required to be performed by it them under this Agreement, cooperate co-operate with the Company in connection therewith, and use commercially reasonable efforts to 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 Transactions and, without limiting the generality of the foregoing, the Purchaser shall, and shall cause each of its Affiliates to:
(a) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4, use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the provisions of Section 4.5):Interim Order and Final Order applicable to them and comply promptly with all requirements imposed by Law on them with respect to this Agreement or the Arrangement;
(ib) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4, use its commercially reasonable efforts to assist and cooperate with the Company in obtaining and maintaining all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements or amendments that are necessary under the Material Contracts to permit the consummation of the transactions contemplated by this Agreement or required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, but without being required to pay or provide a commitment to pay any consideration in respect thereof;
(c) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4, use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Purchaser and its Affiliates relating to the Arrangement, as soon as reasonably practicable;
(d) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4, 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 they are a party or brought against it them or its their directors or officers challenging the Arrangement or this Agreement;; and
(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;
(ive) not take any action, or refrain from taking any commercially reasonable action, or permit permitting 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)transactions contemplated by this Agreement.
(b2) The Purchaser shall promptly notify the Company in writing of:
(i) any Purchaser Material Adverse Effect after the date hereof;
(iia) any notice or other communication from any Person (other than Governmental Entities in connection with the Required Regulatory Approvals, which shall be governed by Section 4.4) alleging that the consent of, or notice to, such Person (or waiver, permit, exemption, order, approval, agreement, amendment another Person) is or confirmation) of such Person is may be required in connection with this Agreement or the Arrangement;
(iii) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(ivb) any material filingfilings, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaserits knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with that relate to this Agreement or the Arrangement.Arrangement other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4; or
(c) The Purchaser will ensure that it has available funds any notice or other communication from any joint venture partner, Aboriginal Group, Governmental Entity or surety relating to pay this Agreement or the Reverse Termination Amount, if payableTransactions.
Appears in 1 contract
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to Section 4.5 (which shall govern in relation to the terms and conditions of this AgreementRegulatory Approvals), 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, subject to the terms and conditions set out in this Agreement, consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser shall, and shall cause each of its affiliates to:
(a) use 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 and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement, provided, however, that under no circumstances will the Purchaser be required to agree or consent to any increase in the Consideration;
(b) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(c) use commercially reasonable efforts to assist the Company with obtaining and maintaining all third party or other than consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations as set forth in Section 4.3(1)(b), provided however that the Purchaser shall not be required to pay or commit to paying any consideration or incurring any liability or obligation in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.5):therewith;
(id) use its commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or rescind any Order injunction, restraining or other order, decree or ruling 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;
(ive) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or any commercially reasonable action not to be taken, in each case, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the ArrangementArrangement or the transactions contemplated by this Agreement; and
(vf) obtain conditional approval of vote any Shares owned or controlled, directly or indirectly, by the listing and posting for trading Purchaser in favour of the Arrangement Consideration Shares on the TSX (subject only to customary conditions) Resolution and the NYSE (subject only to official notice not exercise Dissent Rights in respect of issuance)such Shares.
(b2) The Purchaser shall promptly notify the Company in writing of:
(ia) any Purchaser Material Adverse Effect after the date hereof;Effect; or
(iib) any notice or other communication from (i) any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement, this Agreement or any of the transactions contemplated thereby; or (ii) any Person or Governmental Entity in connection with this Agreement or the Arrangement;
transactions contemplated thereby (iii) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5)and, unless prohibited by subject to Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the Arrangement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Sources: Arrangement Agreement (Telus Corp)
Covenants of the Purchaser Relating to the Arrangement. (a) Subject to the terms The Purchaser shall, and conditions of this Agreementshall cause its Subsidiaries to, the Purchaser shall perform all obligations required to be performed by it the Purchaser or any Subsidiary of the Purchaser under this Agreement, cooperate co-operate with the Company CRH 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 transactions contemplated in this Agreement and, without limiting the generality of the foregoingforegoing or the obligations in Section 2.5 of this Agreement, the Purchaser shall, and where appropriate shall (other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.5):cause each Purchaser Subsidiary to:
(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 perform in all material respects all of the Arrangement and defend, or cause obligations required to be defended, any proceedings performed by it pursuant to which it is a party or brought against it or its directors or officers challenging the Arrangement or Article 2 of this Agreement;
(ii) use its commercially reasonable efforts to effect obtain and assist CRH in obtaining all necessary registrations, filings and submission of information required by Governmental Entities from it relating to the ArrangementRegulatory Approvals;
(iii) use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against the Purchaser challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;
(iv) use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to obtain the financings set forth in the Financing Agreements, as promptly as practicable after the date hereof, on or substantially on the terms set forth therein, including: (i) complying on a timely basis with their respective obligations under the Financing Agreements, (ii) satisfying on a timely basis (or seeking a waiver of) all conditions to the funding contained in the Financing Agreements that are within their respective reasonable control, and (iii) consummating the ▇▇▇▇▇ Financing (including by instructing the parties to the ▇▇▇▇▇ Subscription Agreements to provide the funding, on the terms and subject to the conditions set forth therein, prior to the closing of the Arrangement);
(v) if for any reason all or any portion of the ▇▇▇▇▇ Financing or Debt Financing becomes unavailable on the terms and conditions of the Financing Agreements or from the Financing Sources, Purchaser shall as soon as reasonably practicable notify CRH and use its reasonable commercial efforts to arrange and obtain, and to negotiate and enter into definitive agreements with respect to, alternative equity financing in connection with the transactions contemplated hereby from alternative sources as promptly as practicable following the occurrence of such event and in an amount sufficient to (x) consummate the Arrangement upon the terms contemplated by this Agreement. If any such alternative financing is obtained, Purchaser shall as soon as reasonably practicable notify CRH thereof;
(vi) Purchaser shall give CRH prompt written notice of (i) any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or material default) by any party to any Financing Agreement; (ii) the receipt of any notice or written communication from any party to any Financing Agreement or other definitive agreement or document related to the ▇▇▇▇▇ Financing or Debt Financing with respect to any actual or threatened material breach, default, withdrawal, termination or repudiation of any provision of such Financing Agreement; (iii) any material dispute or disagreement between or among a WELL Party and any of the other parties to any Financing Agreement related to the ▇▇▇▇▇ Financing or Debt Financing; and (iv) Purchaser becoming aware of any fact, circumstance, event or other reason that would reasonably be expected to result in ▇▇▇▇▇ or the Purchaser, as applicable, not being able to timely obtain all or any portion of the ▇▇▇▇▇ Financing or Debt Financing on the terms, in the manner or from the Financing Sources contemplated by the Financing Agreements. Purchaser shall keep CRH informed on a reasonably current basis in reasonable detail of the ▇▇▇▇▇ Financing and Debt Financing and as soon as reasonably practicable provide to CRH copies of any material amendments related to the ▇▇▇▇▇ Financing and Debt Financing; and
(vii) use 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)Agreement.
(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 Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the Arrangement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
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 complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Purchaser shall shall:
(i) other than in connection with obtaining the Regulatory ApprovalsApprovals in respect of the Purchaser, 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 injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation completion 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 Agreement;
(iii) carry out the terms of the Interim Order and the Final Order applicable to it the Purchaser and comply promptly with all requirements imposed by applicable Law on it the Purchaser 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 ensure that the Purchaser Common Shares to be taken issued pursuant to the Arrangement (i) will have been duly authorized and, upon issue, will be validly issued as fully paid and non-assessable shares in the capital of the Purchaser and (ii) will not be issued in violation of the Constating Documents of the Purchaser or any commercially reasonable action not material agreement, contract, covenant, undertaking or commitment to be taken, which the Purchaser is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangementbound; and
(v) make application for and use its commercially reasonable efforts to obtain conditional approval of for the listing and posting for trading on the Nasdaq of the Purchaser Common Shares to be issued pursuant to the Arrangement Consideration Shares on and otherwise comply with the TSX (subject only Nasdaq requirements relevant to customary conditions) and the NYSE (subject only to official notice of issuance)Arrangement.
(b) The Purchaser shall promptly notify the Company of:
(i) the occurrence of any Purchaser Material Adverse Effect in respect of the Purchaser 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 Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the Arrangement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required to be performed by it under this Agreement, reasonably cooperate with the Company Corporation in connection therewith, and do shall use its commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to perform all such other commercially reasonable acts and things actions 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 shall:
(other than a) use its commercially reasonable efforts to satisfy all of its conditions precedent set forth in connection Section 6.1 and Section 6.3 and carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with obtaining all requirements imposed by Law on it with respect to this Agreement or the Arrangement;
(b) except as provided in Section 4.5 in respect of the Regulatory Approvals, which approvals shall be governed use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it or its affiliates relating to the provisions of Section 4.5):Arrangement or the transactions contemplated by this Agreement;
(ic) use its commercially reasonable efforts, upon reasonable consultation with the CompanyCorporation, to oppose, lift or rescind any Order injunction, restraining or other order, decree, judgment or ruling 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 and challenging the Arrangement or this Agreement;; and
(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;
(iiid) 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 materially impede the consummation of the Arrangement; and
Arrangement or the transactions contemplated by this Agreement (vincluding the satisfaction of any condition set forth in Article 6 or any Regulatory Approval), other than as required or permitted under this Agreement. Without limiting the foregoing, the Purchaser shall not, and shall cause its affiliates not to, enter into or agree to enter into any transaction (including, but not limited to, by merger, consolidation, acquisition of shares or assets, license of intellectual property, pharmaceutical or scientific collaboration, or otherwise) obtain conditional approval which would reasonably be expected to prevent the receipt of the listing and posting for trading any Regulatory Approval or consummation of the Arrangement Consideration Shares on or the TSX (subject only to customary conditions) and the NYSE (subject only to official notice of issuance)transactions contemplated by this Agreement.
(b2) The Purchaser shall promptly notify the Company Corporation of:
(i) any Purchaser Material Adverse Effect after the date hereof;
(iia) any notice or other communication from any Person alleging that the consent (consent, waiver or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) approval of such Person is required in connection with this Agreement or the Arrangement;
(iiib) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any material notice or other communication from any Governmental Entity in connection with this Agreement (and and, subject to Law, the Purchaser shall contemporaneously promptly (and in any event within twenty four (24) hours following receipt) provide a copy of any such written notice or communication to the CompanyCorporation); or
(ivc) any material filing, actions, suits, claims, investigations arbitrations or other proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting against the Purchaser (or any of its Subsidiaries in connection with affiliates) or affecting its assets that relate to this Agreement or the Arrangement, in each case to the extent that such notice, communication, action, suit, arbitration or proceeding would reasonably be expected to materially impair, materially impede, materially delay or prevent the Purchaser from performing its obligations under this Agreement.
(c3) The Corporation’s receipt of information pursuant to Section 4.4(2) or otherwise shall not operate as a waiver (including with respect to Article 6) or otherwise diminish the scope of, or otherwise affect any representation, warranty or covenant made by the Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payablein this Agreement.
Appears in 1 contract
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with the Company Corporation in connection therewith, and do shall use its commercially reasonable efforts to perform all such other commercially reasonable acts and things actions 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 shall:
(other than a) use its commercially reasonable efforts to satisfy all conditions precedent set forth in connection Section 6.1 and Section 6.3 and carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with obtaining all requirements imposed by Law on it with respect to this Agreement or the Arrangement;
(b) except as provided in Section 4.5 in respect of the Regulatory Approvals, which approvals shall be governed use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the provisions of Section 4.5):Arrangement or the transactions contemplated by this Agreement;
(ic) except as provided in Section 4.5 in respect of the Regulatory Approvals, use its commercially reasonable efforts, upon reasonable consultation with the CompanyCorporation, to oppose, lift or rescind any Order injunction, restraining or other order, decree, judgment or ruling 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 and challenging the Arrangement or this Agreement;; and
(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;
(ivd) 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
Arrangement or the transactions contemplated by this Agreement (v) obtain conditional approval including the satisfaction 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 issuanceany condition set forth in Article 6 or any Regulatory Approval), other than as permitted under this Agreement.
(b2) The Purchaser shall promptly notify the Company Corporation of:
(i) any Purchaser Material Adverse Effect after the date hereof;
(iia) any notice or other communication from any Person alleging that the consent (consent, waiver or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) approval of such Person is required in connection with this Agreement or the Arrangement;
(iiib) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any material notice or other communication from any Governmental Entity in connection with this Agreement (and and, subject to Law, the Purchaser shall contemporaneously promptly provide a copy of any such written notice or communication to the CompanyCorporation); or
(ivc) any material filing, actions, suits, claims, investigations arbitrations or other proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting against the Purchaser or any of affecting its Subsidiaries in connection with assets that relate to this Agreement or the Arrangement, in each case to the extent that such notice, communication, action, suit, arbitration or proceeding would reasonably be expected to impair, impede, materially delay or prevent the Purchaser from performing its obligations under this Agreement.
(c3) The Corporation’s receipt of information pursuant to Section 4.4(2) or otherwise shall not operate as a waiver (including with respect to Article 6) or otherwise diminish the scope of, or otherwise affect any representation, warranty or covenant made by the Purchaser in this Agreement.
(4) The Purchaser will ensure shall use reasonable commercial efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably necessary to: (a) maintain in effect the Commitment Letter; (b) consummate the Financing contemplated by the Commitment Letter on the terms and conditions described therein, including the negotiation and execution of definitive credit or loan or other agreements and all other documentation with respect to the Financing; and (c) cause the Financing Sources to fund the Financing required to consummate the transactions contemplated by this Agreement on or prior to the Effective Date, including, if necessary, taking enforcement actions to cause such Financing Source to provide such Financing in accordance with the terms thereof and Section 8.6 hereof.
(5) The Purchaser shall not amend or alter, or agree to amend or alter, the Commitment Letter or any definitive agreement or documentation referred to in Section 4.4(4) in any manner that it has available funds would reasonably be expected to materially impair, delay or prevent the consummation of the transactions contemplated by this Agreement, in each case without the prior written consent of the Corporation, such consent not to be unreasonably withheld, conditioned or delayed. The Purchaser shall promptly (and in any event within one
(1) Business Day) notify the Corporation of: (a) the expiration or termination (or attempted or purported termination, whether or not valid) of the Commitment Letter; or (b) any refusal of any Financing Source to provide, or any stated intent by any such Financing Source to refuse to provide, the full Financing contemplated by the Commitment Letter, in each case, notwithstanding the efforts of the Purchaser to satisfy its obligations under Section 4.4(4) or this Section 4.4(5). The Purchaser shall use its commercially reasonable efforts to promptly arrange for alternative financing (which shall be in an amount sufficient to pay the Reverse Termination Amountaggregate Consideration for the Shares and any other amounts payable to Securityholders, in each case in connection with the Arrangement in accordance with the terms of this Agreement, together with all necessary fees, expenses and other amounts payable by the Purchaser in connection with the consummation of the Arrangement as contemplated hereunder) to replace the Financing contemplated by such expired or terminated commitments or arrangements, for which such Financing Source has refused to provide or which Financing has caused, or would reasonably be expected to cause, any of the conditions in Article 6 to remain unsatisfied at or prior to the Outside Date. The Purchaser shall deliver correct and complete copies of any modified or replacement Commitment Letter (redacted as to rates, fees, monetary thresholds or other economic terms and excluding any fee letters) to the Corporation as promptly as practicable following the execution thereof.
(6) Notwithstanding anything to the contrary in this Agreement, it is acknowledged that the Financing contemplated by the Commitment Letter may not be drawn (in whole or in part) if alternate Financing can be obtained on terms satisfactory to Purchaser, provided that if such alternative Financing amends, alters or replaces or results in the termination of the Commitment Letter, it complies with the terms of Section 4.4(5) and does not: (a) reduce in the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount); or (b) impose new or additional conditions or contingencies or otherwise expand, amend, replace, alter or modify any of the conditions or contingencies to the receipt of any portion of the Financing in a manner that would (i) reasonably be expected to prevent or materially impair or delay the availability of the Financing when required pursuant to Section 2.9, (ii) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur, (iii) adversely impact the ability of the Purchaser to enforce its rights against other parties to the Commitment Letter, or (iv) otherwise adversely affect the ability of the Purchaser to consummate the transactions contemplated hereby within the time contemplated by Section 2.8.
(7) The Purchaser acknowledges and agrees that none of the Corporation or any of its affiliates or Representatives shall have any responsibility for any financing that the Purchaser may raise in connection with the transactions contemplated hereby. The Purchaser also acknowledges and agrees that the Purchaser’s obtaining financing is not a condition to any of its obligations hereunder, regardless of the reasons why financing is not obtained or whether such reasons are within or beyond the control of the Purchaser. For the avoidance of doubt, if payableany financing referred to in under Section 4.4(4), Section 4.4(5) or Section 4.4(6) is not obtained, the Purchaser shall continue to be obligated to consummate the transactions contemplated by this Agreement, subject to and on the terms contemplated by this Agreement.
Appears in 1 contract
Sources: Arrangement Agreement
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required or reasonably desirable to be performed by it the Purchaser under this Agreement, reasonably cooperate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or reasonably desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement 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 4.54.4):
(ia) use its commercially reasonable efforts, upon reasonable consultation with efforts to satisfy all conditions precedent in this Agreement to the Company’s obligation to complete the Closing and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law applicable to it with respect to this Agreement or the Arrangement, provided, however, that under no circumstances will the Purchaser be required to agree or consent to any increase in the Consideration;
(b) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(c) use commercially reasonable efforts to oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement Arrangement, and defend, or cause to be defended, any proceedings 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 registrationsArrangement, 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;transactions contemplated hereby; and
(ivd) 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, in each case, 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 Arrangement or 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)transactions contemplated by this Agreement.
(b2) The Purchaser shall promptly notify the Company of:
(i) in writing of any Purchaser Material Adverse Effect after change, event, occurrence, effect, state of facts and/or circumstance that, individually or in the date hereof;
(ii) any notice aggregate that is or other communication from any Person alleging that the consent (would reasonably be expected to impair, impede or waiver, permit, exemption, order, approval, agreement, amendment prevent either or confirmation) of such Person is required in connection with this Agreement or the Arrangement;
(iii) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and both the Purchaser shall contemporaneously provide a copy of any such written notice or communication to and/or the Company); or
(iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with Parent from performing their obligations under this Agreement or the ArrangementAgreement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Sources: Arrangement Agreement (Semtech Corp)
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required or advisable to be performed by it under this Agreement, cooperate with the Company Corporation in connection therewith, and do shall use its commercially reasonable efforts to perform all such other commercially reasonable acts and things actions as may be necessary or desirable advisable 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 shall: (other than a) use its commercially reasonable efforts to satisfy the conditions precedent set forth in connection Section 6.1 and Section 6.3 and carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with obtaining all requirements imposed by Law on it with respect to this Agreement or the Regulatory ApprovalsArrangement; (b) use its commercially reasonable efforts to effect all necessary registrations, which approvals shall be governed filings and submissions of information required by Governmental Entities from it relating to the provisions of Section 4.5):
Arrangement or the transactions contemplated by this Agreement; (ic) use its commercially reasonable efforts, upon reasonable consultation with the CompanyCorporation, to oppose, lift or rescind any Order injunction, restraining or other order, decree, judgment or ruling 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;be
(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).
(b2) The Purchaser shall promptly notify the Company Corporation of:
(i) any Purchaser Material Adverse Effect after the date hereof;
(iia) any notice or other communication from any Person alleging that the consent (consent, waiver or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) approval of such Person is required in connection with this Agreement or the Arrangement;
; (iiib) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any material notice or other communication from any Governmental Entity in connection with this Agreement (and and, subject to Law, the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the CompanyCorporation); or
or (ivc) any material filing, actions, suits, claims, investigations arbitrations or other proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting against the Purchaser or any of affecting its Subsidiaries in connection with assets that relate to this Agreement or the Arrangement, in each case to the extent that such notice, communication, action, suit, arbitration or proceeding would reasonably be expected to impair, impede, materially delay or prevent the Purchaser from performing its obligations under this Agreement.
(c3) The Purchaser will ensure that it has available funds to Concurrently with the execution of this Agreement, the Corporation shall pay the Reverse “Corporation Termination Amount, if payable.Fee” (as defined in the ▇. ▇▇▇▇▇▇▇ Agreement) to 11172239 Canada Inc. Section 4.4
Appears in 1 contract
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required or reasonably desirable to be performed by it the Purchaser under this Agreement, reasonably cooperate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or reasonably desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement 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 4.54.4):
(ia) use its commercially reasonable efforts, upon reasonable consultation with efforts to satisfy all conditions precedent in this Agreement to the Company's obligation to complete the Closing and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law applicable to it with respect to this Agreement or the Arrangement, provided, however, that under no circumstances will the Purchaser be required to agree or consent to any increase in the Consideration;
(b) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(c) use commercially reasonable efforts to oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement Arrangement, and defend, or cause to be defended, any proceedings 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 registrationsArrangement, 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;transactions contemplated hereby; and
(ivd) 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, in each case, 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 Arrangement or 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)transactions contemplated by this Agreement.
(b2) The Purchaser shall promptly notify the Company of:
(i) in writing of any Purchaser Material Adverse Effect after change, event, occurrence, effect, state of facts and/or circumstance that, individually or in the date hereof;
(ii) any notice aggregate that is or other communication from any Person alleging that the consent (would reasonably be expected to impair, impede or waiver, permit, exemption, order, approval, agreement, amendment prevent either or confirmation) of such Person is required in connection with this Agreement or the Arrangement;
(iii) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and both the Purchaser shall contemporaneously provide a copy of any such written notice or communication to and/or the Company); or
(iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with Parent from performing their obligations under this Agreement or the ArrangementAgreement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required or reasonably desirable to be performed by it the Purchaser under this Agreement, reasonably cooperate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or reasonably desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser shall (other than in connection with (a) obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.54.4, and (b) with respect to the Financing, which shall be governed by the provisions of Section 4.7):
(ia) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement to the Company's obligation to complete the Closing and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law applicable to it with respect to this Agreement or the Arrangement;
(b) vote any Shares owned or controlled, directly or indirectly, by the Purchaser in favour of the Arrangement Resolution and not exercise Dissent Rights in respect of such Shares;
(c) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(d) not, without the prior written consent of the Company (which may be withheld or delayed in the Company's sole and absolute discretion), amend, supplement, alter or otherwise modify the Rollover Agreements, except in a manner that would not reasonably be expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated by this Agreement;
(e) use 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 Arrangement, and defend, or cause to be defended, any proceedings 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 registrationsArrangement, 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;transactions contemplated hereby; and
(ivf) 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, in each case, 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 Arrangement or 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)transactions contemplated by this Agreement.
(b2) The Purchaser shall promptly notify the Company in writing of:
(ia) any change, event, occurrence, effect, state of facts and/or circumstance that, individually or in the aggregate is or would reasonably be expected to impair, impede or prevent the Purchaser Material Adverse Effect after the date hereoffrom performing its obligations under this Agreement;
(iib) any notice or other communication (written or oral), of which the Purchaser has knowledge, from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement, this Agreement or any of the Arrangementtransactions contemplated thereby;
(iiic) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any material notice or other communication from any Governmental Entity in connection with this Agreement (and and, subject to Law, the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(ivd) any material filing, actions, suits, claims, investigations or proceedings Proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser Arrangement, this Agreement or any of the transactions contemplated hereby, in each case to the extent that such Proceedings would reasonably be expected to impair, impede, materially delay or prevent the Purchaser from performing its Subsidiaries in connection with obligations under this Agreement or the ArrangementAgreement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Sources: Arrangement Agreement (Nuvei Corp)
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, reasonably 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 transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser shall shall:
(a) use 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 and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement;
(b) use commercially reasonable efforts to cooperate with the Company in its efforts to obtain and maintain all third party or other than consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are, in the Purchaser’s discretion, acting reasonably, (i) necessary or advisable to be obtained under the Material Contracts in connection with obtaining the Regulatory ApprovalsArrangement or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, which approvals shall be governed by in each case, on terms that are satisfactory to the provisions of Section 4.5):Purchaser, acting reasonably;
(ic) 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;
(d) use commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or rescind any Order injunction, restraining or other order, decree or ruling 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 Agreement provided that the Purchaser shall not consent to the Arrangement;
(iii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms entry of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it a judgment or its Subsidiaries settlement with respect to this Agreement or such proceeding without the Arrangement;prior consent of the Company; and
(ive) not take any action, or refrain from taking fail to take any commercially reasonable action, or permit any action to be taken or any commercially reasonable action not to be taken, which that is inconsistent with this Agreement or which that would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement; and
(v) obtain conditional approval of Arrangement or 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)transactions contemplated by this Agreement.
(b2) 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 Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy writing of any such written notice or communication to the Company); or
(iv) any material filingfilings, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaserits knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with that relate to this Agreement or the Arrangement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Sources: Arrangement Agreement (Merus Labs International Inc.)
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the 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 Arrangement transactions contemplated by this Agreement 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):shall:
(ia) use its commercially reasonable effortsefforts to satisfy all conditions in Article 6 of this Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement;
(b) use commercially reasonable efforts to effect all necessary registrations, upon filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(c) use commercially reasonable consultation efforts (consistent with the limitations on the Purchaser’s obligations under Section 4.4), to, on prior written approval of the Company, to which approval will not be unreasonably withheld, conditioned or delayed, oppose, lift or rescind any Order injunction, restraining or other Order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings 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; provided, filings and submission of information required by Governmental Entities from it relating that the Purchaser shall not consent to the Arrangement;
(iii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and carry out the terms entry of the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it any judgement or its Subsidiaries settlement with respect to this Agreement such Proceeding which takes effect prior to the Effective Time or includes any admission of liability or wrongdoing on the Arrangement;part of the Company or its Representatives; and
(ivd) not take any action, or refrain from taking any commercially reasonable action, or permit permitting 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 Arrangement or 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)transactions contemplated by this Agreement.
(b2) The Purchaser shall promptly notify the Company in writing of:
(i) any Purchaser Material Adverse Effect after the date hereof;
(iia) any notice or other communication received by Purchaser or its affiliates from any Person alleging that the consent (or waiver, permit, exemption, orderOrder, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement;
(iiib) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication received by Purchaser or its affiliates from any Governmental Entity in connection with this Agreement or the Arrangement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the CompanyPurchaser); or
(ivc) any material filing, actions, suits, claims, investigations or proceedings Proceedings commenced or, to the knowledge of the Purchaserits knowledge, threatened against, the Purchaser relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the Arrangement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Sources: Arrangement Agreement (Patheon Inc)
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the Purchaser shall use commercially reasonable efforts to 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 transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser shall (other than in connection with obtaining the Regulatory Approvals and Key Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.54.4):
(ia) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement;
(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;
(c) use its commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or rescind any Order injunction, restraining or other Order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings 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 Arrangementtransactions contemplated hereby, including seeking to have any stay or temporary restraining Order entered by any court or other Governmental Entity vacated or reserved; provided, that the Purchaser shall not consent to the entry of any judgment or settlement with respect to any such Proceeding without the prior written approval of the Company, not to be unreasonably withheld, conditioned or delayed;
(ivd) not take any action, 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 in each case to the extent 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).
(b2) The Purchaser shall promptly notify the Company orally and, if requested, in writing of:
(i) any Purchaser Material Adverse Effect after the date hereof;
(iia) any notice or other communication from any Person (other than a Governmental Entity in connection with the Regulatory Approvals and Key Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement or the ArrangementAgreement;
(iiib) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); orand
(ivc) any material filing, actions, suits, claims, investigations or proceedings Proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries the Purchaser Related Parties or their respective assets, in connection with each case to the extent that such Proceeding would reasonably be expected to impair, impede, materially delay or prevent the Purchaser from performing their obligations under this Agreement or the ArrangementAgreement.
(c3) The Purchaser will ensure shall use reasonable best efforts to take or caused to take, all actions, and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Debt Financing on the terms and conditions described in the Debt Letters and to obtain the proceeds of the Debt Financing prior to the Effective Date, including using its reasonable best efforts to: (a) maintain in effect the Debt Letters in accordance with its terms (except for amendments, supplements, modifications, replacements or waivers not prohibited by this Agreement); (b) as promptly as practicable after the date hereof, negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions (including after giving effect to any “market flex” provisions applicable thereto) contained in the Debt Letters as in effect on the date hereof, or on other terms not less favorable to Purchaser in any material respect than the terms and conditions (including any “market flex” provisions applicable thereto) contained in the Debt Letters, provided that it has available funds such other terms and conditions (including after giving effect to pay any such “market flex” provisions) shall not impose new or additional conditions or contingencies or otherwise expand, amend, replace, supplement, alter, modify or waive any of the Reverse Termination Amountconditions or contingencies to the receipt of any portion of the Financings in a manner that would reasonably be expected to (A) prevent, if payableimpair, delay or make less likely the availability of the Financings when required pursuant to Section 2.9, or (B) adversely affect the ability of the Purchaser to timely consummate the transactions contemplated hereby; (c) satisfy on a timely basis all conditions to funding in the Debt Letters (or definitive agreements entered into with respect to the Debt Financing) applicable to the Purchaser by no later than the Effective Time, except to the extent dependent on compliance by the Company with its obligations under this Agreement; (d) consummate the Debt Financing contemplated by the Debt Letters prior to the Effective Time on the terms and conditions set forth in the Debt Letters; and (e) enforce its rights under the Debt Letters. The Purchaser shall refrain from taking, directly or indirectly, any action that could reasonably be expected to result in a failure of any of the conditions contained in the Debt Letters or in any definitive agreement related to the Debt Financing.
(4) The Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Sponsor Financing prior to the Effective Date, including using its reasonable best efforts to: (a) maintain in effect the Sponsor Commitment Letter in accordance with its terms (except for amendments, supplements, modifications, replacements or waivers not prohibited by this Agreement), (b) satisfy on a timely basis all conditions to funding in the Sponsor Commitment Letter, (c) consummate the Sponsor Financing contemplated by the Sponsor Commitment Letter prior to the Effective Time,
Appears in 1 contract
Sources: Arrangement Agreement
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the 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 Arrangement transactions contemplated by this Agreement 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):shall:
(ia) use its all commercially reasonable effortsefforts 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 all commercially reasonable efforts to effect all necessary registrations, upon filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(c) use all commercially reasonable consultation with the Company, efforts to oppose, lift or rescind any Order injunction, restraining or other order, decree, judgment or ruling 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;
(iid) use commercially reasonable efforts to effect promptly provide copies of all necessary registrations, filings and submission of information required by Governmental Entities from it relating executed Rollover Agreements to the ArrangementCompany at least two Business Days prior to the Company Meeting and shall provide such assistance as may be required to exclude the votes of any Rollover Shareholders at the Company Meeting as may be required pursuant to MI 61-101;
(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;
(ive) 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 the Arrangement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the ArrangementArrangement or the transactions contemplated by this Agreement, provided that nothing in this Agreement prevents the Purchaser and all of their affiliates from conducting business in the ordinary course including planning, developing and opening new retail locations or other businesses; and
(vf) obtain conditional approval of the listing and posting for trading of the Arrangement Consideration Shares on the TSX (subject only provide notice 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 Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this the Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the Arrangement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required or reasonably desirable to be performed by it the Purchaser under this Agreement, reasonably cooperate with the Company in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or reasonably desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser shall (other than in connection with (a) obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.54.4, and (b) with respect to the Debt Financing, which shall be governed by the provisions of Section 4.7):
(ia) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement to the Company’s obligation to complete the Closing and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law applicable to it with respect to this Agreement or the Arrangement;
(b) vote any Shares, directly or indirectly, owned or controlled by the Purchaser, the Parent or their affiliates in favour of the Arrangement Resolution and not exercise Dissent Rights in respect of such Shares;
(c) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(d) use 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 Arrangement, and defend, or cause to be defended, any proceedings 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 registrationsArrangement, 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;transactions contemplated hereby; and
(ive) 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, in each case, 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 Arrangement or 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)transactions contemplated by this Agreement.
(b2) The Purchaser shall promptly notify the Company in writing of:
(ia) any change, event, occurrence, effect, state of facts and/or circumstance that, individually or in the aggregate is or would reasonably be expected to impair, impede or prevent the Purchaser Material Adverse Effect after and/or the date hereofParent from performing their obligations under this Agreement;
(iib) unless prohibited by Law, any written notice or other communication written communication, of which the Purchaser and/or the Parent has knowledge, from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement, this Agreement or any of the Arrangement;
(iii) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company)transactions contemplated hereby; or
(ivc) any material filing, actions, suits, claims, investigations or proceedings Proceedings commenced or, to the knowledge of the PurchaserPurchaser and/or the Parent, threatened against, relating to or involving or otherwise affecting the Purchaser Arrangement, this Agreement or any of the transactions contemplated hereby, in each case to the extent that such Proceedings would reasonably be expected to impair, impede, materially delay or prevent the Purchaser and/or the Parent from performing its Subsidiaries in connection with obligations under this Agreement or the ArrangementAgreement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required to be performed by it them under this Agreement, cooperate co-operate with the Company in connection therewith, and use commercially reasonable efforts to 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 Transactions and, without limiting the generality of the foregoing, the Purchaser shall, and shall cause each of its Affiliates to:
(a) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4, use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the provisions of Section 4.5):Interim Order and Final Order applicable to them and comply promptly with all requirements imposed by Law on them with respect to this Agreement or the Arrangement;
(ib) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4, use its commercially reasonable efforts to assist and cooperate with the Company in obtaining and maintaining all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements or amendments that are necessary under the Material Contracts to permit the consummation of the transactions contemplated by this Agreement or required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, but without being required to pay or provide a commitment to pay any consideration in respect thereof;
(c) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4, use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Purchaser and its Affiliates relating to the Arrangement, as soon as reasonably practicable;
(d) other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4, 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 they are a party or brought against it them or its their directors or officers challenging the Arrangement or this Agreement;; and
(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;
(ive) not take any action, or refrain from taking any commercially reasonable action, or permit permitting 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; andtransactions contemplated by this Agreement. 55
(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).
(b2) The Purchaser shall promptly notify the Company in writing of:
(i) any Purchaser Material Adverse Effect after the date hereof;
(iia) any notice or other communication from any Person (other than Governmental Entities in connection with the Required Regulatory Approvals, which shall be governed by Section 4.4) alleging that the consent of, or notice to, such Person (or waiver, permit, exemption, order, approval, agreement, amendment another Person) is or confirmation) of such Person is may be required in connection with this Agreement or the Arrangement;
(iii) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(ivb) any material filingfilings, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaserits knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with that relate to this Agreement or the Arrangement.Arrangement other than in connection with obtaining the Required Regulatory Approvals, which approvals shall be governed by Section 4.4; or
(c) The Purchaser will ensure that it has available funds any notice or other communication from any joint venture partner, Aboriginal Group, Governmental Entity or surety relating to pay this Agreement or the Reverse Termination Amount, if payableTransactions.
Appears in 1 contract
Sources: Arrangement Agreement
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 complete and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Purchaser shall shall:
(i) other than in connection with obtaining the Regulatory ApprovalsApprovals in respect of the Purchaser, 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 injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation completion 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 vote, or cause to effect all necessary registrationsbe voted, filings any Common Shares, directly or indirectly, owned or controlled by the Purchaser or its Affiliates in favour of the Arrangement Resolution and submission not exercise Dissent Rights in respect of information required by Governmental Entities from it relating to the Arrangementsuch Common Shares;
(iii) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and Agreement;
(iv) carry out the terms of the Interim Order and the Final Order applicable to it the Purchaser and comply promptly with all requirements imposed by applicable Law on it the Purchaser or its Subsidiaries with respect to this Agreement or the Arrangement;
(ivv) not take any actionif required by applicable Laws including the policies of the TSX, convene the Purchaser Meeting on the date specified for the Company Meeting as provided in the Interim Order or refrain from taking any such later date that may be mutually agreed upon with the Company;
(vi) conduct the Purchaser Meeting (if any) in accordance with the BCBCA, the Constating Documents of the Purchaser and as otherwise required by applicable Laws including the policies of the TSX;
(vii) use its commercially reasonable action, or permit any action efforts to ensure that the Purchaser Common Shares to be taken issued pursuant to the Arrangement (i) will have been duly authorized and, upon issue, will be validly issued as fully paid and non-assessable shares in the capital of the Purchaser and (ii) will not be issued in violation of the Constating Documents of the Purchaser or any commercially reasonable action not material agreement, contract, covenant, undertaking or commitment to be taken, which the Purchaser is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangementbound; and
(vviii) make application for and use its commercially reasonable efforts to obtain conditional approval of for the listing and posting for trading of the Arrangement Consideration Shares on the TSX (subject only of the Purchaser Common Shares to customary conditions) be issued pursuant to the Arrangement and otherwise comply with the NYSE (subject only TSX requirements relevant to official notice of issuance)the Arrangement.
(b) The Purchaser shall promptly notify the Company of:
(i) the occurrence of any Purchaser Material Adverse Effect in respect of the Purchaser 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 Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the Arrangement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Sources: Arrangement Agreement
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate co-operate 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 transactions contemplated by this Agreement 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):shall:
(ia) use its all 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 and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement;
(b) use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(c) use all commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or rescind any Order injunction, restraining or other order, decree or ruling 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;; and
(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;
(ivd) not take any action, or refrain from taking any commercially reasonable action, or permit permitting 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 Arrangement or 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)transactions contemplated by this Agreement.
(b2) The Purchaser shall promptly notify the Company of:
(i) any Purchaser Material Adverse Effect after the date hereof;
(ii) in writing of any notice or other communication from any Person (other than Governmental Entities in connection with Regulatory Approvals) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement;
(iii) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the Arrangement.
(c3) The Purchaser will ensure that it has available funds shall promptly notify the Company in writing of any Purchaser Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to pay the Reverse Termination Amount, if payablehave a Purchaser Material Adverse Effect.
Appears in 1 contract
Sources: Arrangement Agreement (Transatlantic Petroleum Ltd.)
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):shall:
(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;; and
(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 in writing, 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;
(iiiii) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iviii) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the Arrangement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Sources: Arrangement Agreement
Covenants of the Purchaser Relating to the Arrangement. (a1) Subject to the terms and conditions of this Agreement, the The Purchaser shall perform all obligations required or desirable to be performed by it the Purchaser under this Agreement, cooperate with the Company Corporation 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 transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser shall (other than in connection with obtaining the Key Regulatory Approvals and the Other Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.54.4):
(ia) use its commercially reasonable effortsefforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law applicable to it with respect to this Agreement or the Arrangement;
(b) use commercially reasonable efforts to effect all necessary registrations, upon filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(c) use commercially reasonable consultation with the Company, efforts to oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement Arrangement, and defend, or cause to be defended, any proceedings 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 registrationsArrangement, 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;transactions contemplated hereby; and
(ivd) 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, in each case, 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 Arrangement or 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)transactions contemplated by this Agreement.
(b2) The Purchaser shall promptly notify the Company of:
Corporation in writing of (i) any Purchaser Material Adverse Effect after the date hereof;
(iia) 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 (or another Person) is or may be required in connection with this Agreement or the Arrangement;
; or (iii) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(ivb) any material filing, actions, suits, claims, investigations or proceedings Proceedings commenced or, to the knowledge of the Purchaserits knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with that relate to this Agreement or the Arrangement, in the case of each of (a) and (b), to the extent that such notice, communication or Proceeding would reasonably be expected to impair, impede, materially delay or prevent the Purchaser from performing its obligations under this Agreement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Sources: Arrangement Agreement
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 complete 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):shall:
(i) use commercially reasonable efforts to agree to a form of guarantee of the payment and performance of all obligations of the Company and its Affiliates under the Stream Agreement with Wheaton Precious Metals International Ltd.;
(ii) use its commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, lift or rescind any Order injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation completion 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;
(iiiii) use commercially reasonable efforts vote, or cause to effect all necessary registrationsbe voted, filings any Common Shares, directly or indirectly, owned or controlled by the Purchaser or its Affiliates in favour of the Arrangement Resolution and submission not exercise Dissent Rights in respect of information required by Governmental Entities from it relating to the Arrangementsuch Common Shares;
(iiiiv) use its commercially reasonable efforts to satisfy all conditions precedent in this Agreement and Agreement;
(v) carry out the terms of the Interim Order and the Final Order applicable to it the Purchaser and comply promptly with all requirements imposed by applicable Law on it the Purchaser or its Subsidiaries with respect to this Agreement or the Arrangement;
(ivvi) ensure that the Purchaser Shares to be issued pursuant to the Arrangement (i) will have been duly authorized and, upon issue, will be validly issued as fully paid and non-assessable shares in the capital of the Purchaser and (ii) will not be issued in violation of the Constating Documents of the Purchaser or any material agreement, contract, covenant, undertaking or commitment to which the Purchaser is bound;
(vii) make application for and use its commercially reasonable efforts to obtain conditional approval for the listing and posting for trading on the TSX and NYSE of the Purchaser Shares to be issued pursuant to the Arrangement and otherwise comply with the TSX and NYSE requirements relevant to the Arrangement; and
(viii) 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 completion 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) the occurrence of any Purchaser Material Adverse Effect in respect of the Purchaser after the date hereof;
(ii) any material changes to the Purchaser’s representations and warranties set forth in Schedule D;
(iii) 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;
(iiiiv) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by applicable Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(ivv) any material filing, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with this Agreement or the Arrangement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract
Covenants of the Purchaser Relating to the Arrangement. (a) Subject to the terms and conditions provisions of this Agreement, the Purchaser shall perform all obligations required to be performed by it under this Agreement, cooperate co-operate 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, subject to the terms and conditions set out in this Agreement, consummate and make effective, as soon as reasonably practicable, the Arrangement and the other transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser shall, and shall (other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions cause each of Section 4.5):its affiliates to:
(i) use all commercially reasonable efforts to satisfy all conditions precedent in this Agreement that it shall satisfy and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement;
(ii) co-operate with the Company in connection with, and use its commercially reasonable efforts to assist the Company to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (A) reasonably necessary to be obtained under the Material Contracts in connection with the Arrangement or (B) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without committing itself or the Company to pay any consideration or to incur any liability or obligation that is not conditioned on consummation of the Arrangement (it being expressly agreed by the Purchaser that the receipt of any such consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations is not a condition to the consummation of the Arrangement);
(iii) use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(iv) use all commercially reasonable efforts, upon reasonable consultation with the Company, to oppose, appeal, overturn, lift or rescind any Order injunction, restraining or other order, decree, judgment or ruling 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 or affecting 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;consummation of the transactions contemplated hereby; and
(ivv) not take any action, or refrain from taking any commercially reasonable action, or permit permitting 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 Arrangement or 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)transactions contemplated by this Agreement.
(b) The Purchaser shall promptly notify the Company in writing of:
(i) any change, event, occurrence, effect, state of facts and/or circumstance that, individually or in the aggregate that is or would reasonably be expected to impair, impede or prevent the Purchaser Material Adverse Effect after the date hereoffrom performing its obligations under this Agreement;
(ii) unless prohibited by Law, any notice or other communication received by the Purchaser from any Person person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person person (or another person) is or may be required in connection with this Agreement or the ArrangementArrangement (including a copy of any such written notice or communication);
(iii) other than in connection with the Regulatory Approvals (which shall be governed by Section 4.5), unless prohibited by Law, any notice or other communication from any Governmental Entity (including any Securities Authority) in connection with this Agreement or the Arrangement (and subject to applicable Laws, the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or
(iv) any material filingfilings, actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Purchaserits knowledge, threatened against, relating to or involving or otherwise affecting the Purchaser or any of its Subsidiaries in connection with that relate to this Agreement or the Arrangement, in each case to the extent that such actions, suits, claims, investigations or proceedings would reasonably be expected to impair, impede, materially delay or prevent the Purchaser from performing its obligations under this Agreement.
(c) The Purchaser will ensure that it has available funds to pay the Reverse Termination Amount, if payable.
Appears in 1 contract