Interim Order Clause Samples
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Interim Order. (1) As soon as reasonably practicable after the Circular is submitted to the SEC for review the Company shall apply in a manner reasonably acceptable to the Purchaser and Canopy pursuant to Section 291(1)(b) of the BCBCA and, in cooperation with the Purchaser and Canopy, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:
(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Floating Shareholders) and for the manner in which such notice is to be provided;
(b) that the required level of approval (the “Required Shareholder Approval”) for the Resolution shall be not less than (i) 66 2/3% of the votes cast on the Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast on the Resolution by such Company Floating Shareholders, excluding the votes cast by “related parties” and “interested parties” as defined under MI 61-101;
(c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Meeting;
(d) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCA;
(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(f) that the Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company;
(g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;
(h) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order;
(i) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) of the Meeting, unless required by Securities Laws; and
(j) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of such other Party, such consent not to be unr...
Interim Order. As soon as reasonably practicable following the execution of this Agreement, but in any event no later than April 13, 2025, Yerbaé shall apply to the Court in a manner acceptable to Safety Shot, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application to the Court of the Interim Order, which shall provide, among other things:
(a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Yerbaé Meeting and for the manner in which such notice is to be provided;
(b) that the requisite approval for the Arrangement Resolution shall be (i) not less than 662/3% of the votes cast on the Arrangement Resolution by Yerbaé Shareholders entitled to vote and present in person or by proxy at the Yerbaé Meeting voting together as a single class; (ii) if required under Applicable Law, a majority of the votes cast on the Arrangement Resolution by Yerbaé Shareholders (other than Yerbaé Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Yerbaé Meeting, voting in accordance with Part 8 of MI 61-101; and (iii) any other shareholder approvals required by the TSXV;
(c) that it is the intention of Safety Shot to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares, in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement;
(d) that the Yerbaé Meeting may be adjourned or postponed from time to time by the Yerbaé Board subject to the terms of this Agreement without the need for additional approval of the Court;
(e) that the record date for Yerbaé Shareholders entitled to notice of and to vote at the Yerbaé Meeting will not change in respect of any adjournment(s) or postponements of the Yerbaé Meeting;
(f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yerbaé, including quorum requirements and other matters, shall apply in respect of the Yerbaé Meeting;
(g) for the grant of the Dissent Rights to registered holders of Yerbaé Shares as set forth in the Plan of Arrangement;
(h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and
(i) for such other matters as Safety Shot may rea...
Interim Order. 3 1.5. Articles of Arrangement..................................................4 1.6.
Interim Order. At the time of the Initial Extension of Credit, the Initial Lenders shall have received, on or before the Effective Date, a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit E (the “Interim Order”) approving the Loan Documents and granting the Superpriority Claim status and the Liens described in Section 2.17, which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial Lenders, on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial Lenders, (D) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the Facilities and (E) shall have been entered not later than five days after the Petition Date; (ii) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor under the Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a superpriority claim as contemplated by section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under ...
Interim Order. Not later than five (5) days following the Filing Date, the Administrative Agent and the Lenders shall have received a certified copy of each Interim Order approving the Loan Documents and granting the Superpriority Claim status and senior priming and other Liens described in Section 2.24 and the CCAA DIP Lenders’ Charge, in the case of the Initial Order, which Interim Order (i) shall have been entered upon an application or motion of the applicable Loan Parties, in form and substance satisfactory to the Administrative Agent and the Co-Lead Arrangers and on such prior notice to such parties as may be satisfactory to the Administrative Agent and the Co-Lead Arrangers, (ii) shall authorize extensions of credit in amounts satisfactory to the Administrative Agent and the Co-Lead Arrangers, (iii) shall approve the payment by the Loan Parties of all of the Fees set forth in Section 2.20, Section 2.21 and Section 2.22, (iv) shall be in full force and effect, (v) shall not have been stayed, reversed, modified or amended in any respect without the written consent of the Administrative Agent and the Co-Lead Arrangers, (vi) shall be entered with the consent or non-objection of a preponderance (as determined by the Administrative Agent and the Co-Lead Arrangers in their exclusive discretion) of the secured creditors of any of the Loan Parties under the Pre-Petition Credit Agreement, and (vii) if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loan nor the issuance of such Letter of Credit nor the performance by any of the Loan Parties of any of their obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Interim Order. The Company agrees that as soon as reasonably practicable after the date hereof, and in any event no later than January 2, 2013, the Company shall apply, in a manner acceptable to the Purchaser, acting reasonably, pursuant to Section 130 of the NSCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, the terms of which are acceptable to the Purchaser, acting reasonably, which shall provide, among other things:
(i) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which notice is to be provided;
(ii) for confirmation of the record date in respect of the Company Meeting referred to in Section 2.3(2);
(iii) that the requisite approval for the Arrangement Resolution shall be (A) three-quarters of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Company Meeting (the “Requisite Shareholder Approval”); and (B) such other approval, if any, as is required by MI 61-101;
(iv) that, in all other respects, the terms, restrictions and conditions of the Company’s memorandum of association and articles of association, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;
(v) for the grant of the Dissent Rights;
(vi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(vii) that the Company Meeting may be adjourned or postponed in accordance with the terms of this Agreement from time to time by the Company without the need for additional approval of the Court; and
(viii) that the record date for Shareholders entitled to vote at the Company Meeting shall not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Law.
Interim Order. The notice of motion for the application referred to in Section 2.2(a) will request that the Interim Order provide:
Interim Order. The petition for the application for the Interim Order will request that the Interim Order provide, among other things:
(a) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided;
(b) confirmation of the Record Date for the purposes of determining the Foremost Shareholders entitled to receive notice of and vote at the Meeting in accordance with the Interim Order;
(c) for the calling and holding of the Meeting for the purpose of, among other things, considering the Arrangement Resolution;
(d) that the requisite shareholder approval for the Arrangement Resolution will be at least two-thirds of the votes cast by the Foremost Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (and, if required, minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions);
(e) for the grant of Dissent Rights only as provided in Section 3.1(a) and Article 5 of the Plan of Arrangement;
(f) that the Meeting may be adjourned or postponed from time to time by Foremost, in accordance with the terms of this Agreement, without the need for additional approval of the Court;
(g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(h) that each Foremost Shareholder and any other affected Person will have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order;
(i) that, subject to the foregoing and in all other respects, other than as ordered by the Court, for the Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the articles and bylaws of Foremost and the Interim Order; and
(j) for such other matters as Foremost may reasonably require.
Interim Order. The Bankruptcy Court shall have entered the Interim Order, in form and substance acceptable to the Lender in its sole and absolute discretion, and such Interim Order shall be in full force and effect, shall not have been modified and shall not be subject to any appeal, and the consummation of the transactions contemplated under this Agreement and the other Postpetition Loan Documents shall not be stayed by an order of any court.
Interim Order. As promptly as reasonably practicable following the execution of this Agreement, the Company shall apply to the Court in a manner acceptable to the Purchaser, acting reasonably, pursuant to Part 9, Division 5 of the BCBCA, to schedule the Interim Order hearing with the Court for a date on or about the 15th calendar day immediately following the date of filing of the Purchaser Proxy Statement with the U.S. Securities and Exchange Commission (“U.S. SEC”); provided that the Company shall reschedule such hearing if the SEC Clearance is not obtained (or not obtainable) by the third business day prior to the date of the Interim Order hearing; provided further that in the event such hearing is rescheduled, the Company shall use commercially reasonable efforts to reschedule such hearing to occur as soon as reasonably practicable following the receipt of SEC Clearance, in each case subject to the availability of the Court and subject to and in accordance with the requirements of NI 54-101 with respect to the Company Meeting. Notwithstanding the foregoing, the Company shall not be required to schedule the Interim Order hearing for a date prior to the 30th day following the date of this Agreement. The Company shall prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:
(a) for the class(es) of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;
(b) for confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;
(c) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournment(s) or postponement(s) of the Company Meeting;
(d) that the Company Meeting may be held as a virtual or hybrid meeting, and that Company Shareholders that participate in the Company Meeting through virtual means, if applicable, will be deemed to be present at the Company Meeting;
(e) that the requisite approval (collectively, the “Company Shareholder Approval”) for the Arrangement Resolution shall be at least:
(i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting and voting as a single class; and
(ii) a majority of the votes cast on the Arrangemen...