Regarding the Arrangement. (1) Subject to applicable Law, Corporation shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with Purchaser in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate or make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shall: (a) use its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required to be obtained under the Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain the Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Purchaser, and without paying, and without committing itself or Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Purchaser; (b) use its commercially reasonable best efforts to oppose, lift or rescind any 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, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser; (c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement; (d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement; (e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser; (f) carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or any of its Subsidiaries with respect to this Agreement or the Arrangement; and (g) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement. (2) Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with Corporation in connection therewith, and shall 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, Purchaser shall: (a) use its commercially reasonable best efforts to oppose, lift or rescind any 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 challenging the Arrangement or this Agreement; (b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement; (c) carry out the terms of 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; (d) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; and (e) promptly notify Corporation in writing of any Legal Proceeding commenced or, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreement. (3) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or of the Corporation or any of its affiliates, (ii) the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares. (4) Corporation shall promptly notify Purchaser of: (a) the occurrence of any Material Adverse Effect after the date hereof; (b) 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 is required in connection with this Agreement or the Arrangement, or (ii) any counterparty to a Material Contract that is terminating or otherwise materially adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of the Arrangement or this Agreement; (c) any written notice or other material written communication from any Governmental Entity in connection with this Agreement (and, subject to Law, Corporation shall contemporaneously provide a copy of any such written notice or communication to Purchaser); (d) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement or the Arrangement; (e) any written communication from any Governmental Entity in connection with the Corporation Owned Registered IP; or (f) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assets.
Appears in 2 contracts
Sources: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)
Regarding the Arrangement. (1) Subject The Company shall use its commercially reasonable efforts to applicable Law, Corporation shall perform all obligations required take or desirable cause to be performed by it taken all actions and to do or cause to be done all things necessary, proper or advisable under this Agreement, cooperate with Purchaser in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order Law to consummate or make effective, the Arrangement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shallincluding:
(a) use using its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required, including the Key Consents: (i) required to be obtained under the Material Contracts or the Real Property Leases in connection with the Arrangement Arrangement; or (ii) required in order to maintain the Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser;
(b) use using its commercially reasonable best efforts to to, on prior written approval of the Purchaser, oppose, lift or rescind any 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, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser;
(c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement;
(d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) carry carrying out the terms of the Interim Order and the Final Order applicable to it and comply promptly complying with all requirements imposed by Law on it or any of its Subsidiaries with respect to this Agreement or the Arrangement; and
(g) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement.
(2) Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with Corporation in connection therewith, and shall 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, Purchaser shall:
(a) use its commercially reasonable best efforts to oppose, lift or rescind any 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 challenging the Arrangement or this Agreement;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(c) carry out the terms of 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;
(d) not take taking any action, or refrain refraining from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; and
(e) promptly notify Corporation using its commercially reasonable efforts to provide the Purchaser with all such information concerning the Company and its Subsidiaries as may be requested by the Purchaser in writing of any Legal Proceeding commenced or, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreementconnection with financings pursued by the Purchaser.
(32) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or of the Corporation or any of its affiliates, (ii) the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(4) Corporation The Company shall promptly notify the Purchaser of:
(a) the occurrence of any Material Adverse Effect after the date hereofor any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Effect;
(b) 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 is required in connection with this Agreement or the Arrangement, or (ii) any counterparty to a Material Contract that is terminating or otherwise materially adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of the Arrangement or this Agreement;
(c) any written notice or other communication from any customer alleging a material written defect or claim in respect of any products supplied or sold by the Company or its Subsidiaries to such customer;
(d) any notice or other communication from any Governmental Entity in connection with this Agreement (and, subject to Law, Corporation and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser);
(d) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement or the Arrangement;; or
(e) any written communication from any Governmental Entity in connection with the Corporation Owned Registered IP; or
(f) any material filingsfiling, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assetsthe Company.
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement (Hillman Companies Inc)
Regarding the Arrangement. (1) Subject to applicable Lawthe terms and conditions of this Agreement, Corporation Phivida shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by it Phivida or any of its Subsidiaries under this Agreement, cooperate with Purchaser Choom in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate or and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shallPhivida shall and, where appropriate, shall cause each of its Subsidiaries to:
(a) use its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required to be obtained necessary or advisable under the its Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain the its Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to PurchaserChoom, acting reasonably, and without paying, and without committing itself or Purchaser Choom to pay, any consideration or incur any liability or obligation without the prior written consent of PurchaserChoom, acting reasonably;
(b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Choom, advisable, in connection with obtaining such Regulatory Approvals;
(c) use its commercially reasonable best efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to 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, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser;
(c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement;
(d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) 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 any of its Subsidiaries with respect to this Agreement or the Arrangement; and;
(ge) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement;
(f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by Choom) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time;
(g) comply with CSE requirements relevant to this Agreement; and
(h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement.
(2) Purchaser Subject to the terms and conditions of this Agreement, Choom shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by it Choom or any of its Subsidiaries under this Agreement, cooperate with Corporation Phivida in connection therewith, and shall 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, Purchaser shallChoom shall and, where appropriate, shall cause each of its Subsidiaries to:
(a) use its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of Phivida, acting reasonably;
(b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, in connection with obtaining such Regulatory Approvals;
(c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to 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;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(cd) 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;
(de) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement;
(f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time;
(g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options;
(h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE;
(i) comply with CSE requirements relevant to this Agreement; and
(ej) promptly notify Corporation use commercially reasonable efforts to satisfy all conditions precedent set forth in writing Section 6.1 and Section 6.3 of any Legal Proceeding commenced or, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreement.
(3) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any Each of the transactions contemplated by this Agreement as violative Parties shall promptly, and in any event within two (2) Business Days of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or each of the Corporation or any of its affiliatesfollowing, (ii) notify the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(4) Corporation shall promptly notify Purchaser other Party of:
(a) the occurrence of any Material Adverse Effect after the date hereof;
(b) any notice or other communication from any Person alleging (i) 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, or (ii) any counterparty to a Material Contract that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with Corporation or any of its Subsidiaries the Party as a result of this Agreement or the Arrangement or this Agreement;Arrangement; and
(cb) any written notice or other material written communication from any Governmental Entity in connection with this Agreement (and, subject to Law, Corporation and such Party shall contemporaneously provide a copy of any such written notice or communication to Purchaserthe other Party);
(d) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement or the Arrangement;
(e) any written communication from any Governmental Entity in connection with the Corporation Owned Registered IP; or
(f) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assets.
Appears in 2 contracts
Sources: Arrangement Agreement, Arrangement Agreement
Regarding the Arrangement. (1) Subject to applicable Law, Corporation The Company shall perform all obligations required take or desirable cause to be performed by it taken all actions and to do or cause to be done all things necessary, proper or advisable under this Agreement, cooperate with Purchaser in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order Law to consummate or make effective, the Arrangement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shallincluding:
(a) use using its reasonable best efforts to obtain the Required Approval, including submitting the Arrangement Resolution for approval by the Company Shareholders at the Company Meeting;
(b) using its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (iA) required necessary or advisable to be obtained under the Material Contracts or the Real Property Leases in connection with the Arrangement or (iiB) required in order to maintain the Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Purchaser Parent and the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Purchaser Parent and the Purchaser;
(bc) use using its commercially reasonable best efforts to to, on prior written approval of the Purchaser or Purchaser Parent, oppose, lift or rescind any 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, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser;
(c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement;
(d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) carry carrying out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law on it or any of its Subsidiaries with respect to this Agreement or the Arrangement; and
(ge) not take taking any action, or refrain refraining from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement.
(2) Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with Corporation in connection therewith, and shall 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, Purchaser shall:
(a) use its commercially reasonable best efforts to oppose, lift or rescind any 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 challenging the Arrangement or this Agreement;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(c) carry out the terms of 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;
(d) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; and
(e) promptly notify Corporation in writing of any Legal Proceeding commenced or, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreement.
(3) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or of the Corporation or any of its affiliates, (ii) the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(4) Corporation The Company shall promptly notify Purchaser Parent and the Purchaser of:
(a) the occurrence of any Material Adverse Effect after the date hereofor any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Effect;
(b) 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 is required in connection with this Agreement or the Arrangement;
(c) (i) any written notice or other communication received by it from any third party, subsequent to the date of this Agreement and prior to the Effective Time, alleging any material breach of or default under (A) any Material Contract to which the Company or any of its Subsidiaries is a party or (B) any other Contract to which the Company or any of its Subsidiaries is a party, the breach of or default under which would reasonably be expected to result in liability that is material to the Company and its Subsidiaries, taken as a whole, or (ii) any counterparty to a Material Contract that is terminating written notice or otherwise materially adversely modifying its relationship with Corporation other communication received by the Company or any of its Subsidiaries as a result of the Arrangement or this Agreement;
(c) any written notice or other material written communication from any Governmental Entity third party, subsequent to the date of this Agreement and prior to the Effective Time, alleging that the consent or waiver of such third party is or may be required in connection with this Agreement (and, subject to Law, Corporation shall contemporaneously provide a copy of any such written notice or communication to Purchaser)the Arrangement;
(d) any notice or other communication from any supplier or third party supplier, marketing partner, licensor of Intellectual Property Rights or Software, customer, distributor or reseller to the effect that such Person supplier, marketing partner, licensor of Intellectual Property or Software, customer, distributor or reseller is terminating or is otherwise materially adversely modifying its relationship with Corporation the Company or any of its Subsidiaries as a result of this Agreement or the Arrangement;
(e) any written notice or other communication from any Governmental Entity in connection with this Agreement (and the Corporation Owned Registered IPCompany shall contemporaneously provide a copy of any such written notice or communication to Purchaser Parent and the Purchaser); or
(f) any material filingsfiling, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assetsthe Company.
Appears in 1 contract
Regarding the Arrangement. (1) Subject to applicable Law, Corporation shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with Purchaser in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate or make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shall:
(a) use its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required to be obtained under the Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain the Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Purchaser, and without paying, and without committing itself or Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Purchaser;
(b) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provision of Section 4.3, use its commercially reasonable best efforts to oppose, lift or rescind any 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, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser;
(c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement;
(d) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provision of Section 4.3, use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 4.7 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s 's and each of its Subsidiaries’ ' respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or any of its Subsidiaries with respect to this Agreement or the Arrangement; and
(g) not take any action, or refrain refraining from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement.
(2) Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with Corporation in connection therewith, and shall 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, Purchaser shall:
(a) other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provision of Section 4.3, use its commercially reasonable best efforts to oppose, lift or rescind any 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 challenging the Arrangement or this Agreement;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(c) carry out the terms of 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;; and
(d) not take any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; and
(e) promptly notify Corporation in writing of any Legal Proceeding commenced or, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreement.
(3) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or of the Corporation or any of its affiliates, (ii) the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(4) Corporation shall promptly notify Purchaser of:
(a) the occurrence of any Material Adverse Effect after the date hereof;
(b) 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 is required in connection with this Agreement or the Arrangement, or (ii) any counterparty to a Material Contract that is terminating or otherwise materially adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of the Arrangement or this Agreement;
(c) any material written notice or other material written communication from any Governmental Entity in connection with this Agreement (and, subject to Law, Corporation shall contemporaneously provide a copy of any such written notice or communication to Purchaser);
(d) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the effect that such Person is terminating or is otherwise materially adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement or the Arrangement;
(e) any material written communication from any Governmental Entity in connection with the Corporation Owned Registered IP; or
(f) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assets.
Appears in 1 contract
Sources: Arrangement Agreement (Clementia Pharmaceuticals Inc.)
Regarding the Arrangement. (1) Subject to applicable Law, Corporation shall perform all obligations required or desirable to be performed by it under the terms and conditions of this Agreement, cooperate with Purchaser in connection therewith, and the Parties shall do all such other use their commercially reasonable acts efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things as may be necessary necessary, proper or desirable in order appropriate under applicable Law to consummate or make effective, the transactions contemplated by this Agreement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shallincluding:
(a) use its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required to be obtained under the Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain the Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Purchaser, and without paying, and without committing itself or Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Purchaser;
(b) use its commercially reasonable best efforts taking appropriate action to oppose, lift lift, vacate or rescind any injunction, restraining or other order, decree or ruling Order seeking to restrainstop, enjoin or otherwise prohibit or adversely affect the consummation of affecting its ability to consummate, the Arrangement and to defend, or cause to be defended, any proceedings to which it is a party Party or brought against it or its directors or officers challenging this Agreement or the Arrangement or this Agreement, provided that neither Corporation nor any consummation of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchasertransactions contemplated hereby;
(cb) use its commercially reasonable best efforts to satisfy satisfy, or cause the satisfaction of, all conditions precedents precedent in Sections 6.1 this Agreement and 6.2 of this Agreement;
(d) use its commercially reasonable best efforts to effect take all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased steps set forth in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or any of its Subsidiaries subsidiaries with respect to this Agreement or the Arrangement; and
(g) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement.
(2) Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with Corporation in connection therewith, and shall 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, Purchaser shall:
(a) use its commercially reasonable best efforts to oppose, lift or rescind any 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 challenging the Arrangement or this Agreement;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(c) carry carrying out the terms of the Interim Order and Final Order applicable to it and comply complying promptly with all requirements imposed by Law which applicable Laws may impose on it or its subsidiaries or affiliates with respect to this Agreement or the Arrangement;transactions contemplated hereby; and
(d) not take any actiontaking all actions, and doing all things, necessary, proper or refrain from taking any commercially reasonable actionappropriate to consummate the make effective, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; and
(e) promptly notify Corporation in writing of any Legal Proceeding commenced or, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreement.
(3) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or of the Corporation or any of its affiliates, (ii) the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(4) Corporation shall promptly notify Purchaser of:
(a) the occurrence of any Material Adverse Effect soon as practicable after the date hereof;
(b) 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 is required in connection with this Agreement or the Arrangement, or (ii) any counterparty to a Material Contract that is terminating or otherwise materially adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of the Arrangement or this Agreement;
(c) any written notice or other material written communication from any Governmental Entity in connection with this Agreement (and, subject to Law, Corporation shall contemporaneously provide a copy of any such written notice or communication to Purchaser);
(d) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement or the Arrangement;
(e) any written communication from any Governmental Entity in connection with the Corporation Owned Registered IP; or
(f) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assetstransactions contemplated hereby.
Appears in 1 contract
Regarding the Arrangement. (1) Subject to applicable Lawthe terms and conditions of this Agreement, Corporation Phivida shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by it Phivida or any of its Subsidiaries under this Agreement, cooperate with Purchaser Choom in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate or and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shallPhivida shall and, where appropriate, shall cause each of its Subsidiaries to:
(a) use its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required to be obtained necessary or advisable under the its Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain the its Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to PurchaserChoom, acting reasonably, and without paying, and without committing itself or Purchaser Choom to pay, any consideration or incur any liability or obligation without the prior written consent of PurchaserChoom, acting reasonably;
(b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Phivida or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of ▇▇▇▇▇, advisable, in connection with obtaining such Regulatory Approvals;
(c) use its commercially reasonable best efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to 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, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser;
(c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement;
(d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) 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 any of its Subsidiaries with respect to this Agreement or the Arrangement; and;
(ge) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement;
(f) except in connection with Section 2.14, use its commercially reasonable efforts to assist in causing each member of the Phivida Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by ▇▇▇▇▇) to be replaced by Persons designated or nominated, as applicable, by Choom effective as of the Effective Time;
(g) comply with CSE requirements relevant to this Agreement; and
(h) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement.
(2) Purchaser Subject to the terms and conditions of this Agreement, Choom shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by it Choom or any of its Subsidiaries under this Agreement, cooperate with Corporation Phivida in connection therewith, and shall 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, Purchaser shallChoom shall and, where appropriate, shall cause each of its Subsidiaries to:
(a) use its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or advisable under its Material Contracts in connection with the Arrangement or (ii) required in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Phivida, acting reasonably, and without paying, and without committing itself or Phivida to pay, any consideration or incur any liability or obligation without the prior written consent of ▇▇▇▇▇▇▇, acting reasonably;
(b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by Choom or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of Phivida, advisable, in connection with obtaining such Regulatory Approvals;
(c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and use its commercially reasonable efforts to 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;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(cd) 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;
(de) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement;
(f) use its commercially reasonable efforts to assist in causing the Phivida Nominee and the Joint Nominee to be appointed to Choom Board pursuant to Section 2.14 of this Agreement immediately following the Effective Time;
(g) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and Choom Shares to be issued upon the exercise from time to time of Phivida Options;
(h) apply for and use commercially reasonable efforts to obtain written approvals from the CSE, in connection with the listing of the Consideration Shares to be issued upon completion of the Arrangement and the Choom Shares to be issued upon the exercise from time to time of Phivida Options, subject only to the satisfaction of customary conditions required by the CSE;
(i) comply with CSE requirements relevant to this Agreement; and
(ej) promptly notify Corporation use commercially reasonable efforts to satisfy all conditions precedent set forth in writing Section 6.1 and Section 6.3 of any Legal Proceeding commenced or, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreement.
(3) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any Each of the transactions contemplated by this Agreement as violative Parties shall promptly, and in any event within two (2) Business Days of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or each of the Corporation or any of its affiliatesfollowing, (ii) notify the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(4) Corporation shall promptly notify Purchaser other Party of:
(a) the occurrence of any Material Adverse Effect after the date hereof;
(b) any notice or other communication from any Person alleging (i) 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, or (ii) any counterparty to a Material Contract that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with Corporation or any of its Subsidiaries the Party as a result of this Agreement or the Arrangement or this Agreement;Arrangement; and
(cb) any written notice or other material written communication from any Governmental Entity in connection with this Agreement (and, subject to Law, Corporation and such Party shall contemporaneously provide a copy of any such written notice or communication to Purchaserthe other Party);
(d) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement or the Arrangement;
(e) any written communication from any Governmental Entity in connection with the Corporation Owned Registered IP; or
(f) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assets.
Appears in 1 contract
Sources: Arrangement Agreement
Regarding the Arrangement. (1) Subject to applicable Lawthe terms and conditions of this Agreement, Corporation the Company shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by it the Company or any of its Subsidiaries under this Agreement, cooperate with the Purchaser in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate or and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shallthe Company shall and, where appropriate, shall cause each of its Subsidiaries to:
(a) use its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required to be obtained necessary or advisable under the its Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain the its Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Purchaser, and without paying, and without committing itself or Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Purchaser;
(b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by the Company or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of the Purchaser, advisable, in connection with obtaining such Regulatory Approvals;
(c) use its commercially reasonable best efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement brought by any third party, and use its commercially reasonable efforts to 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, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser;
(c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement;
(d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) 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 any of its Subsidiaries with respect to this Agreement or the Arrangement; and;
(ge) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement;
(f) comply with any CSE and OTCQX requirements, including with respect to this Agreement and the Arrangement; and
(g) use commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 of this Agreement.
(2) Subject to the terms and conditions of this Agreement, the Purchaser shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by it the Purchaser or any of its Subsidiaries under this Agreement, cooperate with Corporation the Company in connection therewith, and shall 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 shallshall and, where appropriate, shall cause each of its Subsidiaries to:
(a) use its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are necessary or advisable under its Material Contracts in connection with the Arrangement;
(b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals required to be obtained by the Purchaser or any of its Subsidiaries and using its commercially reasonable efforts to obtain and maintain all such Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of the Company, advisable, in connection with obtaining such Regulatory Approvals;
(c) use its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement brought by any third party, and use its commercially reasonable efforts to 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;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(cd) 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;
(de) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement;
(f) on or before the Effective Date reserve a sufficient number of Consideration Shares to be issued upon completion of the Arrangement and the Purchaser Shares to be issued upon the exercise from time to time of the Company Options and the Company Warrants;
(g) comply with CSE requirements with respect to this Agreement and the Arrangement;
(h) obtain any necessary approvals, and complete all required filings, to the extent required, to cause the listing on the CSE of: (i) the Consideration Shares; and (ii) the Purchaser Subordinate Voting Shares issuable upon exercise or vesting of the Company Options, the Company RSUs and Replacement Warrants; and
(ei) promptly notify Corporation use commercially reasonable efforts to satisfy all conditions precedent set forth in writing Section 6.1 and Section 6.3 of any Legal Proceeding commenced or, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreement.
(3) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any Each of the transactions contemplated by this Agreement as violative Parties shall promptly, and in any event within two Business Days of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or each of the Corporation or any of its affiliatesfollowing, (ii) notify the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(4) Corporation shall promptly notify Purchaser ofother Party:
(a) the occurrence of any Material Adverse Effect after the date hereof;
(b) any notice or other communication from any Person alleging (i) 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, or (ii) any counterparty to a Material Contract that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its business relationship with Corporation the Party as a result of this Agreement or the Arrangement, to the extent such business relationship is material to such Party or any of its Subsidiaries as a result of the Arrangement or this Agreement;Subsidiaries; or
(cb) of any written notice or other material written communication from any Governmental Entity in connection with this Agreement or the Arrangement (and, subject to Law, Corporation and such Party shall contemporaneously provide a copy of any such written notice or communication to Purchaserthe other Party);.
(d4) any notice All material analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or other communication from any supplier or licensor on behalf of Intellectual Property Rights to the effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement or the Arrangement;
(e) any written communication from either Party before any Governmental Entity or the representatives of any Governmental Entity, in connection with the Corporation Owned Registered IP; or
Arrangement and the transactions contemplated hereunder (fbut, for the avoidance of doubt, not including any interactions between the Purchaser or the Company, on the one hand, and Governmental Entities, on the other hand, in the Ordinary Course, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other Party in advance of any material filing, submission or attendance, it being the intent that the Parties will consult and cooperate and consider in good faith the views of the other Party in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, actionsarguments and proposals. Each Party shall give notice to the other Party with respect to any meeting, suitsdiscussion, claimsappearance or contacts with any Governmental Entity or the representatives of any Governmental Entity, investigations with such notice being sufficient to provide the other Party with the opportunity to attend and participate in any such meeting, discussion, appearance or proceedings commenced or, contact if and to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assetsthe extent permitted by Law.
Appears in 1 contract
Regarding the Arrangement. (1) Subject to applicable Lawthe terms and conditions of this Agreement, Corporation the Company shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by it the Company or any of its Subsidiaries under this Agreement, cooperate with the Purchaser in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate or and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shallthe Company shall and, where appropriate, shall cause its Subsidiaries to:
(a) use its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required to be obtained necessary under the Company Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain the Company Material Contracts and the Real Property Leases in full force and effect following completion of the ArrangementArrangement (including the Key Consents to the extent not obtained prior to execution of this Agreement), in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser;
(b) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals and using its commercially reasonable efforts to obtain and maintain all Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the reasonable opinion of the Purchaser, advisable, in connection with obtaining the Regulatory Approvals;
(c) use its commercially reasonable best efforts to oppose, lift or rescind any 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, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser;
(c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement;
(d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) carry out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law on it or any of its Subsidiaries with respect to this Agreement or the Arrangement; and;
(ge) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; and
(f) use its commercially reasonable efforts to assist in causing each member of its Board and the board of directors of each of its wholly-owned Subsidiaries (in each case to the extent requested by the Purchaser) to be replaced by Persons designated or nominated, as applicable, by the Purchaser effective as of the Effective Time.
(2) Subject to the terms and conditions of this Agreement, the Purchaser shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by it the Purchaser or any of its Subsidiaries under this Agreement, cooperate with Corporation the Company in connection therewith, and shall 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 shallshall and, where appropriate, shall cause its Subsidiaries to:
(a) prepare and file, as promptly as practicable, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals and using its commercially reasonable efforts to obtain and maintain all Regulatory Approvals, and providing or submitting all documentation and information that is required, or in the opinion of the Company, advisable, in connection with obtaining the Regulatory Approvals;
(b) use its commercially reasonable best efforts to oppose, lift or rescind any 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;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(c) carry out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;; and
(d) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; and
(e) promptly notify Corporation in writing of any Legal Proceeding commenced or, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreement.
(3) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any Each of the transactions contemplated by this Agreement as violative Parties shall promptly, and in any event within two (2) Business Days of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or each of the Corporation or any of its affiliatesfollowing, (ii) notify the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(4) Corporation shall promptly notify Purchaser other Parties in writing of:
(a) the occurrence of any Material Adverse Effect after the date hereof;
(b) any notice or other communication from any Person alleging (i) 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, or (ii) any counterparty to a Material Contract that such Person is terminating or may terminate or is otherwise materially adversely modifying or may materially adversely modify its relationship with Corporation or any of its Subsidiaries the Company as a result of this Agreement or the Arrangement or this AgreementArrangement;
(cb) any written notice or other material written communication from any Governmental Entity in connection with this Agreement (and, subject to Law, Corporation and such Party shall contemporaneously provide a copy of any such written notice or communication to Purchaserthe other Party);
(d) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement or the Arrangement;
(e) any written communication from any Governmental Entity in connection with the Corporation Owned Registered IP; or
(f) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assets.
Appears in 1 contract
Regarding the Arrangement. (1) Subject The Company shall use its commercially reasonable efforts to applicable Law, Corporation shall perform all obligations required take or desirable cause to be performed by it taken all actions and to do or cause to be done all things necessary, proper or advisable under this Agreement, cooperate with Purchaser in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order Law to consummate or make effective, the Arrangement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shallincluding:
(a) use using its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (iA) required to be obtained under the Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain the Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Purchaser, and without paying, and without committing itself or Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Purchaser;Co...
(b) use using its commercially reasonable best efforts to to, on prior written approval of the Purchaser, oppose, lift or rescind any 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, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser;th...
(c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement;
(d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) carry carrying out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law on it or any of its Subsidiaries with respect to this Agreement or the Arrangement; and
and (gd) not take taking any action, or refrain refraining from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement....
(2) Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with Corporation in connection therewith, and shall 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, Purchaser shall:
(a) use its commercially reasonable best efforts to oppose, lift or rescind any 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 challenging the Arrangement or this Agreement;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(c) carry out the terms of 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;
(d) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; and
(e) promptly notify Corporation in writing of any Legal Proceeding commenced or, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreement.
(3) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or of the Corporation or any of its affiliates, (ii) the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(4) Corporation The Company shall promptly notify the Purchaser of:
(a) the occurrence of any Material Adverse Effect after the date hereof;
or any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Effect; (b) 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 is required in connection with this Agreement or the Arrangement, or (ii) any counterparty to a Material Contract that is terminating or otherwise materially adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of the Arrangement or this Agreement;
; (c) any written notice or other material written communication from any Governmental Entity in connection with this Agreement (and, subject to Law, Corporation shall contemporaneously provide a copy of any such written notice or communication to Purchaser);
(d) any notice or other communication from any supplier or supplier, marketing partner, licensor of Intellectual Property Rights or Technology, customer, distributor or reseller to the effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation or any supplier, marketing partner, licensor of its Subsidiaries as a result of this Agreement or the Arrangement;
(e) any written communication from any Governmental Entity in connection with the Corporation Owned Registered IP; or
(f) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of its Subsidiaries or any of their respective assets.Intellectual Propert...
Appears in 1 contract
Sources: Arrangement Agreement
Regarding the Arrangement. (1) Subject to applicable Law, Corporation shall perform all obligations required or desirable to be performed by it under the terms and conditions of this Agreement, cooperate with the Purchaser in connection therewith, and the Company shall do all such other use their commercially reasonable acts efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things as may be necessary necessary, proper or desirable in order advisable under Applicable Law to consummate or make effective, the transactions contemplated by this Agreement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shallincluding:
(a) use its preparing and filing as promptly as practicable all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals and using their commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required to be obtained under the Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain the Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to Purchaser, and without paying, and without committing itself or Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Purchasersuch Regulatory Approvals;
(b) use its using commercially reasonable best efforts to oppose, lift or rescind any injunction, injunction or restraining or other order, decree or ruling order seeking to restrainstop, enjoin or otherwise prohibit or adversely affect the consummation of affecting its ability to consummate, the Arrangement and to 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 this Agreement or the Arrangement or this Agreement, provided that neither Corporation nor any consummation of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser;transactions contemplated hereby; and
(c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement;
(d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) carry carrying out the terms of the Interim Order and Final Order applicable to it and using commercially reasonable efforts to comply promptly with all requirements imposed by Law which Applicable Laws may impose on it or any of its Subsidiaries or affiliates with respect to this Agreement or the Arrangement; and
(g) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangementtransactions contemplated hereby.
(2) Purchaser The Parties shall perform all obligations required or desirable to be performed by it under this Agreementco-operate in the preparation of any application for the Regulatory Approvals. In connection with the foregoing, cooperate with Corporation in connection therewitheach Party shall furnish, on a timely basis, and shall do in any event within ten days of a request for same by the other Party or by any Governmental Authority, all such other commercially reasonable acts and things information as may be necessary or desirable in order reasonably required to consummate effectuate the foregoing actions, and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Purchaser shall:
(a) use its commercially reasonable best efforts to oppose, lift or rescind any 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 challenging the Arrangement or this Agreement;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(c) carry out the terms of 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;
(d) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; and
(e) promptly notify Corporation in writing of any Legal Proceeding commenced oreach covenants that, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreementno information so furnished by it in writing will contain a misrepresentation.
(3) Notwithstanding anything Subject to Applicable Laws, the Purchaser and the Company shall cooperate with and keep each other fully informed as to the contrary in this Agreementstatus of and the processes and proceedings relating to obtaining the Regulatory Approvals, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or of the Corporation or any of its affiliates, (ii) the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(4) Corporation shall promptly notify Purchaser of:
(a) the occurrence each other of any Material Adverse Effect after the date hereof;
(b) 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 is required Governmental Authority in connection with this Agreement or the Arrangement, or (ii) any counterparty to a Material Contract that is terminating or otherwise materially adversely modifying its relationship with Corporation or any of its Subsidiaries as a result respect of the Arrangement or this Agreement;, and shall not make any submissions or filings, participate in any meetings or any material conversations with any Governmental Authority in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to review drafts of any submissions or filings, or attend and participate in any communications or meetings.
(c4) Each of the Purchaser and the Company will promptly notify the other if at any time before the Effective Time it becomes aware that:
(a) any written notice application for a Regulatory Approval or other material written communication from any Governmental Entity filing under Applicable Laws made in connection with this Agreement (andAgreement, subject to Law, Corporation shall contemporaneously provide a copy of any such written notice or communication to Purchaser);
(d) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement Arrangement or the Arrangement;
(e) any written communication from any Governmental Entity in connection with the Corporation Owned Registered IPtransactions contemplated herein contains a misrepresentation by such Party; or
(fb) any material filingsRegulatory Approval or other order, actionsclearance, suitsconsent, claimsruling, investigations exemption, no-action letter or proceedings commenced orother approval applied for as contemplated herein which has been obtained contains or reflects or was obtained following submission of any application, filing, document or submission as contemplated herein that contained such a misrepresentation, such that an amendment or supplement to its knowledgesuch application, threatened againstfiling, relating to document or involving submission or otherwise affecting Corporation order, clearance, consent, ruling, exemption, no-action letter or any approval may be necessary or advisable. In such case, the Parties will cooperate in the preparation of its Subsidiaries such amendment or any of their respective assetssupplement as required.
Appears in 1 contract
Sources: Arrangement Agreement (Axcan Intermediate Holdings Inc.)
Regarding the Arrangement. (1) Subject Each of Corporation and Purchaser shall use its commercially reasonable efforts to applicable Law, Corporation shall perform take or cause to be taken all obligations actions and to do or cause to be done all things required or desirable to be performed by it necessary under this Agreement, cooperate with Purchaser in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order Law to consummate or make effective, the Arrangement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shallincluding:
(a) use using its commercially reasonable best efforts to satisfy, or cause the satisfaction of, each of the conditions set forth in Section 6.1, Section 6.2 and Section 6.3 to the extent the same is within their control;
(b) in the case of the Corporation, using its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations consents that are (i) required to be obtained under the Material Contracts or the Real Property Leases in connection with the Arrangement or (ii) required in order to maintain the Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, Arrangement on terms that are reasonably satisfactory to Purchaser, and without paying, and without committing itself or Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of Purchaser;
(bc) use using its commercially reasonable best efforts to oppose, lift or rescind any 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, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser;
(c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement;
(d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) carry carrying out the terms of the Interim Order and the Final Order applicable to it and comply promptly complying with all material requirements imposed by Law on it or any of its Subsidiaries with respect to this Agreement or the Arrangement; and
(g) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement.
(2) Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with Corporation in connection therewith, and shall 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, Purchaser shall:
(a) use its commercially reasonable best efforts to oppose, lift or rescind any 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 challenging the Arrangement or this Agreement;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(c) carry out the terms of 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;
(d) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; and
(e) promptly notify in the event that the condition set forth in Section 6.1(f) cannot be satisfied or will reasonably likely not be satisfied, Corporation and Purchaser will diligently and in writing good faith discuss the feasibility and implementation of any Legal Proceeding commenced or, alternative strategies and structures to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under complete the transactions contemplated by this Agreement.
(3) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or of the Corporation or any of its affiliates, (ii) the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(42) Corporation shall promptly notify Purchaser of:
(a) the occurrence of any Material Adverse Effect after the date hereof;
(b) any material written notice or other communication from (i) any Person reasonably 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, or (ii) any counterparty to a Material Contract that is terminating or otherwise materially adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of the Arrangement or this Agreement;
(cb) any material written notice or other material written communication from any Governmental Entity in connection with this Agreement (and, subject to Law, and Corporation shall contemporaneously provide a copy of any such written notice or communication to Purchaser);
(dc) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of this Agreement or the Arrangement;
(e) any written communication from any Governmental Entity in connection with the Corporation Owned Registered IP; or
(f) any material filingsfiling, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation that relate to this Agreement or the Arrangement; or
(d) any of its Subsidiaries or any of their respective assetsMaterial Adverse Effect.
Appears in 1 contract
Sources: Arrangement Agreement (Nordion Inc.)
Regarding the Arrangement. (1) Subject The Company shall use its commercially reasonable efforts to applicable Law, Corporation shall perform all obligations required take or desirable cause to be performed by it taken all actions and to do or cause to be done all things necessary, proper or advisable under this Agreement, cooperate with Purchaser in connection therewith, and shall do all such other commercially reasonable acts and things as may be necessary or desirable in order Law to consummate or make effective, the Arrangement as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Corporation shallincluding:
(a) use using its commercially reasonable best efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (iA) required to be obtained under the Material Contracts or the Real Property Leases in connection with the Arrangement or (iiB) required in order to maintain the Material Contracts and the Real Property Leases in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself itself, the Purchaser or Purchaser Acquireco to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser;
(b) use using its commercially reasonable best efforts to to, on prior written approval of the Purchaser, oppose, lift or rescind any 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, provided that neither Corporation nor any of its Subsidiaries will consent to the entry of any judgment or enter into any settlement with respect to any such proceeding without the prior written approval of Purchaser;
(c) use its commercially reasonable best efforts to satisfy all conditions precedents in Sections 6.1 and 6.2 of this Agreement;
(d) use its commercially reasonable best efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(e) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.8 and delivery by each of Purchaser and Corporation and each member of the Board of mutual releases from all claims and potential claims in respect of the period prior to the Effective Time, use commercially reasonable best efforts to assist in effecting the resignations of each of Corporation’s and each of its Subsidiaries’ respective directors designated by Purchaser, and cause them to be replaced as of the Effective Date by individuals nominated by Purchaser;
(f) carry carrying out the terms of the Interim Order and the Final Order applicable to it and comply complying promptly with all requirements imposed by Law on it or any of its Subsidiaries with respect to this Agreement or the Arrangement; and
(gd) not take taking any action, or refrain refraining from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement.
(2) Purchaser shall perform all obligations required or desirable to be performed by it under this Agreement, cooperate with Corporation in connection therewith, and shall 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, Purchaser shall:
(a) use its commercially reasonable best efforts to oppose, lift or rescind any 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 challenging the Arrangement or this Agreement;
(b) use its commercially reasonable best efforts to satisfy all conditions precedent in Sections 6.1 and 6.3 of this Agreement;
(c) carry out the terms of 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;
(d) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement; and
(e) promptly notify Corporation in writing of any Legal Proceeding commenced or, to its knowledge, threatened that would reasonably be expected to impair, impede or prevent Purchaser from performing its obligations under this Agreement.
(3) Notwithstanding anything to the contrary in this Agreement, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Agreement as violative of any Law that is designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, it is expressly understood and agreed that (a) Purchaser shall not have any obligation to litigate or contest any Legal Proceedings and (b) Purchaser shall not be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Purchaser or any of its affiliates or of the Corporation or any of its affiliates, (ii) the imposition of any limitation or regulation on the ability of Purchaser or any of its affiliates to freely conduct its business or own such assets or (iii) the holding separate of the Shares or any limitation or regulation on the ability of Purchaser or any of its affiliates to exercise full rights of ownership of the Shares.
(4) Corporation The Company shall promptly notify the Purchaser of:
(a) the occurrence of any Material Adverse Effect after the date hereofor any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Effect;
(b) 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 is required in connection with this Agreement or the Arrangement, or ;
(iic) any counterparty notice or other communication from any supplier, marketing partner, licensor of Intellectual Property Rights or Technology, customer, distributor or reseller to a Material Contract the effect that such supplier, marketing partner, licensor of Intellectual Property Rights or Technology, customer, distributor or reseller is terminating or otherwise materially adversely modifying its relationship with Corporation or any of its Subsidiaries as a result of the Arrangement or this Agreement;
(c) any written notice or other material written communication from any Governmental Entity in connection with this Agreement (and, subject to Law, Corporation shall contemporaneously provide a copy of any such written notice or communication to Purchaser);
(d) any notice or other communication from any supplier or licensor of Intellectual Property Rights to the effect that such Person is terminating or is otherwise adversely modifying its relationship with Corporation Company or any of its Subsidiaries as a result of this Agreement or the Arrangement;
(d) all notices or other communications from any customers alleging, either individually or when considered in the aggregate, any material defect or claim in respect of any products supplied or sold by the Company or its Subsidiaries to such customers;
(e) any written notice or other communication from any Governmental Entity in connection with this Agreement (and the Corporation Owned Registered IPCompany shall contemporaneously provide a copy of any such written notice or communication to the Purchaser); or
(f) any material filingsfiling, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Corporation or any of the Company, its Subsidiaries or any of its or their respective assets.
(3) Each Party will use commercially reasonable efforts to, as promptly as practicable, make, or cause to be made, all filings and applications with, and give all notices and submissions to, any Governmental Entity that are necessary for the lawful completion of the transactions contemplated by this Agreement, including not more than two (2) Business Days after the execution of this Agreement, notification under the Investment Canada Act. The Purchaser and the Company each shall promptly supply one another with all information which may be required in order to make such filings and achieve the termination of any applicable waiting period arising therefrom.
(4) Subject to Law, the Company and the Purchaser shall cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Entity in respect of the Arrangement or this Agreement, and shall not make any submissions or filings, participate in any meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Party in advance and, to the extent not precluded by such Governmental Entity, gives the other Party the opportunity to review drafts of any submissions or filings, or attend and participate in any communications or meetings. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients.
(5) Each of the Company and the Purchaser shall promptly notify the other if it becomes aware that any (i) application, filing, document or other submission for a Regulatory Approval contains a Misrepresentation, or (ii) any Regulatory Approval (or other order, clearance, consent, ruling, exemption, no-action letter or other approval applied for as contemplated by this Agreement) contains, reflects or was obtained following the submission of any application, filing, document or other submission containing a Misrepresentation, such that an amendment or supplement may be necessary or advisable. In such case, the Company shall, in consultation with and subject to the prior approval of the Purchaser, co-operate in the preparation, filing and dissemination, as applicable, of any such amendment or supplement.
(6) The Company and the Purchaser shall request that the Regulatory Approvals be processed by the applicable Governmental Entity on an expedited basis and, to the extent that a public hearing is held, the Company and the Purchaser shall request the earliest possible hearing date for the consideration of the Regulatory Approvals.
(7) If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with Law, the Parties shall use their commercially reasonable efforts consistent with the terms of this Agreement to resolve such proceeding so as to allow the Effective Time to occur on or prior to the Outside Date.
(8) Despite anything to the contrary contained in this Section 4.2, the Purchaser is under no obligation to take any steps or actions that would, in its sole discretion, affect the Purchaser's right to own, use or exploit its business, operations or assets or those of its affiliates, the Company or the Company's Subsidiaries or to negotiate or agree to the sale, divestiture or disposition by the Purchaser of its business, operations or assets or those of its affiliates, the Company or the Company's Subsidiaries, or to any form of behavioural remedy including an interim or permanent hold separate order.
Appears in 1 contract
Sources: Arrangement Agreement